Bajaj Auto Ltd on Monday said it has reached an agreement its Austrian partner Pierer Industrie AG for simplifying their shareholding pattern in premium bike maker KTM through a two-step transfer of their stakes to a new holding company.
Earlier, PIERER Mobility AG (PMAG) and Bajaj Auto's 100 per cent Netherlands subsidiary, Bajaj Auto International Holdings BV(BAIHBV), held 51.7 per cent and 48 per cent respectively in KTM AG.
Pierer Industrie AG holds over 65.29 per cent in PMAG.
Under the agreement, BAIHBV will swap 46.5 per cent out of its 48 per cent stake in KTM AG, for a stake in PlW Holding, a 100 per cent subsidiary of Pierer lndustrie, Bajaj Auto said in a late night regulatory filing.
As a second step, PlW Holding will later contribute its 46.5 per cent stake in KTM AG to PMAG, for fresh shares to be issued by PMAG in lieu.
"After completion of both steps, Pierer lndustrie and BAIHBV will be stake holders in PlWHolding, with PMAG as its listed subsidiary," it added.
Subsequently, PMAG's stake in KTM AG would stand increased to 98.2 per cent.
Bajaj Auto said its Board of Directors accorded its in-principle approval to this proposal.
"BAIHBV's Board at its meeting on 26th July, considered the proposal and also noted its shareholders' in-principle approval," the filing said.
It further said, "Parties will now process necessary clearances from competition, take over and other authorities as may be required and depending on the outcome of clearances from the authorities concerned and of transaction negotiations/valuations, undertake next steps."
In a separate statement, PIERER Mobility AG said it will go ahead with preparations under the capital market law.
"Depending on the outcome of the valuation process, the opinion of the Austrian Takeover Commission and the transaction negotiations as well as the clearance by the competition authorities, PIERER Mobility AG will carry out a capital increase through contribution in kind from the existing authorized capital of the company under exclusion of subscription rights by up to 50 per cent of the existing share capital," it added.
After completion of the transaction, the shareholding of PIERER Mobility AG in the operating KTM AG will increase from currently about 51.7 per cent to about 98.2 per cent, it added.
The Pierer Group will continue to maintain sole control over PIERER Mobility AG, the statement said.
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