“The original report is in absolute and complete compliance with all provisions of applicable laws including Clause 12 (1) (c) of the Articles of Association (AoA) of the Company, the Companies Act, 2013, relevant rules made thereunder and SEBI (ICDR) Regulations, 2018,” Zomato said.
The company had on July 26 announced preferential issue of 62.85 crore shares, being the discharge of total purchase consideration of Rs 4,447 crore for the acquisition of up to 33,018 shares of Blink Commerce Private.
In a filing to BSE, the company said it obtained a fresh report dated July 20 from EY using different valuation methodologies viz. net asset value and comparable trading multiples.
The new report, it said, was not an addendum to the original report and had no bearing or relevance on the issue price of the shares. This is because the issue price per share, arrived at as per SEBI ICDR (as per the original report), was higher than the value(s) per share as per the new report.
Zomato said the new EY report was placed before the board on August 4 and after evaluating the price of the equity shares from the original report and new report, the board has concluded that the fair market value per equity share of the company would remain unchanged i.e. Rs 70.76 per share, which is the issue price, as per the original report that was disclosed to the shareholders in the notice.
The e-voting on the preferential issue closed on July 25 at 5:00 P.M. and voting results along with the scrutiniser report were submitted with the exchanges on July 26 in which 97.19 per cent of the shareholders voted in favour of the proposed issuance.