Tega Industries Limited Execution of Share Subscription Agreement for Molycop Acquisition Financing

Tega Industries Limited announced the execution of a Share Subscription Agreement (SSA) with its wholly-owned subsidiary, Tega MC Investment Pte. Ltd. (Tega HoldCo), on February 13, 2026. This action facilitates the financing for the previously announced Proposed Acquisition of Molycop. The financing is secured by subscribing to Optionally Convertible Redeemable Preference Shares (OCRPS) issued by Tega HoldCo at an issue price of USD 1 per OCRPS.

Financing Agreement Finalized

Tega Industries Limited has formalized the financing structure for the Proposed Acquisition of Molycop, as first disclosed on November 29, 2025. On February 13, 2026, the Company executed a Share Subscription Agreement (SSA) with its wholly owned subsidiary, Tega MC Investment Pte. Ltd. (Tega HoldCo).

The core purpose of this agreement is to enable the financing for the acquisition through the subscription of Optionally Convertible Redeemable Preference Shares (OCRPS) issued by Tega HoldCo. The OCRPS were issued at a price of USD 1 per OCRPS.

Key Terms of the OCRPS

The SSA outlines several critical terms governing the preference shares:

  • The OCRPS are subscribed to against a Subscription Amount, carrying a tenure of 20 years.
  • These shares rank subordinate to third-party debt but senior to all other equity and debt securities held by other shareholders of the Company.
  • Tega HoldCo retains the option to redeem the OCRPS, along with a redemption premium, at the original issue price at any time prior to the tenure expiry.
  • Tega HoldCo also holds the right to convert each OCRPS into one ordinary share of Tega HoldCo.
  • A nominal dividend of @ 0.1% may be declared on each OCRPS.

Related Party Disclosure

Given that Tega HoldCo is a wholly owned subsidiary of Tega Industries Limited, the investment transaction is classified as a Related Party Transaction. The Company confirms that the terms of the investment, including the issuance price, have been determined on an arm’s length basis.

The Company confirms that no specific rights such as the right to appoint directors or board nominee details need to be disclosed at this time, as these were Not Applicable to the current agreement structure.

Source: BSE

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