Summary of the Proposed Combination
[In terms of Regulations 13(1A) of the Competition Commission of India (Procedure in
regard to the Transaction of Business Relating to Combinations) Regulations, 2011 (as
amended)]
A.
Name of the parties to the combination
1.
The names of the parties to the proposed transaction are:
(a)
Luxembourg Specialist Investment Fund FCP-RAIF – M&G Catalyst Capital
Fund (Catalyst Fund)
(b)
M&G Funds (1) Asia Pacific (Ex Japan) Equity Fund (Asia Pacific Fund)
(c)
The Prudential Assurance Company Limited (PAC)
(d)
Trustroot Internet Private Limited (Target)
Catalyst Fund, Asia Pacific Fund and PAC are collectively referred to as the
‘Acquirers’.
B.
Nature and purpose of the combination
2.
The Acquirers collectively propose to: (a) subscribe to certain preference shares
of the Target; and (b) convert the existing convertible bonds and warrants held by
them into the share capital of the Target as per the terms and conditions set out in
the Series E and Series F Share Subscription and Shareholders’ Agreement
executed in December 2023 (hereinafter referred to as the ‘Proposed
Transaction’).
3.
Upon conversion, the Acquirers would hold approximately 11% of the share capital
of the Target on a fully diluted basis.
4.
The Proposed Transaction is in the nature of an acquisition of shares and falls
under Section 5(a)(i)(A) of the Competition Act, 2002.
C.
Products, services and business(es) of the parties to the combination
Acquirers
5.
The Acquirers, directly or indirectly, are solely within the ultimate beneficial
ownership of, and/or control of, M&G plc. M&G plc together with its group
companies and funds (including the Acquirers) are hereinafter referred to as the
‘M&G Group’.
6.
The Acquirers are funds that invest in both public and private enterprises around
the world across a wide variety of different sectors. M&G plc, the ultimate holding
company, has a savings and investments business, that manages investments for
both individuals and for large institutional investors, such as pension funds, around
the world. The Acquirers do not have any direct physical presence in India.
Target
7.
The Target, through its affiliates in India, is primarily engaged in providing an online
Business to Business e-commerce marketplace platform by the name of ‘Udaan’,
for the facilitation of sale and purchase of goods between sellers and purchasers.
D.
Respective markets in which the parties to the combination operate
8.
The Proposed Transaction will not cause appreciable adverse effect on
competition as there are no horizontal overlaps, vertical and/or complementary
links between the activities of the M&G Group (including its affiliates) and the
Target (including its affiliates), in India.
E.
Green Channel Notification
9.
The Proposed Transaction is being notified under the green channel route in terms
of Regulation 5A and Schedule III of the Competition Commission of India
(Procedure in regard to the transaction of business relating to combinations)
Regulations, 2011 (as amended).
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