Moorari Gujadhur and Vithil Dabee advised the client, a leading player in the technology sector in India, on all the Mauritian-law aspects of the restructuring, including the disposal of a major stake to new investors, the issues relating to the shares held in an employee share options scheme at the level of the holding company, shareholders’ rights and powers under Mauritian law and the duties of the directors on a restructuring, including the duty to be fair and reasonable to the company and to all the shareholders. We also advised the board of the holding company on all the Mauritian-law aspects of an amalgamation between two entities of the group, with the surviving entity under the amalgamation providing an extensive Mauritian law security package to Citicorp International Limited as security agent for and on behalf of DBS Bank Limited and Nomura Singapore Limited as arrangers in connection with a US$ 95,000,000 facility agreement entered into by Partners Group Sapphire Access (Mauritius) Limited as borrower and arranged by the arrangers.
This transaction is one of the largest investments in India's information technology sector after Bain Capital's US$1 billion deal with Genpact and KKR's acquisition of Aricent for US$900 million. At a time when the Indian BPO sector is suffering a bit of a set-back, this was a bold and innovative move in the Indian technology sector. The deal was also innovative at the Mauritius end since, as part of the restructuring, the investors also purchased the shares which had been issued to the employees / executives of the Group and which were held in an employee share option scheme at the level of the Mauritian company. This transaction has been widely commented upon in the Asian financial press.