The Board of Bharti Airtel, India's largest telecom firm, on Tuesday approved an arrangement for takeover of consumer mobile business of Tata Teleservices, in a deal involving issue of equity and preference shares.
In October this year, the takeover of Tata Group's consumer mobile business by Airtel on a 'no-debt, no-cash basis' was announced by the two firms.
"...the Board of Director in its meeting held on December 19, 2017 has approved...composite scheme of arrangement between Tata Teleservices, Bharti Airtel and Bharti Hexacom and their respective shareholders and creditors...," Airtel said in a regulatory filing.
The Board also approved another scheme of arrangement between the listed entity Tata Teleservices Maharashtra (TTML) and Airtel and their respective shareholders and creditors, the filing added.
Outlining the details, Airtel said the deal would entail demerger of consumer wireless business of Tata Teleservices (TTSL) to Airtel except Rajasthan circle, which is being demerged to subsidiary company Bharti Hexacom.
The turnover of TTSL during 2016-17 was Rs 7,366 crore (about 12 per cent of the Rs 62,276 crore turnover of Airtel for the same period).
Under the first scheme, Airtel will issue and allot 500 unlisted Redeemable Preference Shares (RPS) of face value of Rs 100 each to all equity shareholders of TTSL proportionate to their holding.
It also includes Airtel allotting 10 unlisted RPS of Rs 100 face value each to all the Compulsory Convertible Preference Shares (CCPS) holders of TTSL, in proportion of their holding.
The arrangement also envisages issuance and allotment of 10 unlisted RPS of Airtel of face value of Rs 100 each to all the optionally convertible preference shares (OCPs) holders of TTSL in proportion of their holding.
"The shareholding pattern of Airtel shall change to the extent of issuance of the RPS to the shareholders of the transferor company (Tata Teleservices)," Airtel added.
A similar arrangement has also been worked out between TTML and Airtel.
Under this, equity holders of TTML will be alloted listed equity shares in Airtel in the proportion of one share (face value of Rs five) each for every 2014 shares (face value of Rs 10) held by TTML shareholders.
Also, all RPS holders of TTML will be issued 10 unlisted RPS of Airtel (face value of Rs 100) each, on a proportionate basis.
The deal involves the country's largest telecom operator taking over four crore customers of TTSL and TTML in 19 telecom circles or zones.