Reliance Retail ventures limited announces acquisition of controlling stake in Justdial Limited for a total consideration of Rs 3,497 Crores

Reliance Retail Ventures Limited ("RRVL"), Just Dial Limited ("Just Dial") and VSS Mani & others, today executed definitive agreements which will entail:

a) Preferential allotment of 2.12 crore equity shares (equivalent to 25.33% post preferential share capital) at price per share of Rs 1,022.25

b) Acquisition of 1.31 crore equity shares by RRVL from VSS Mani (equivalent to 15.62% post preferential share capital) at a price per share of Rs 1,020.00.

c) Shareholders agreement governing certain inter se rights and obligations between the parties

RRVL would make a Public Announcement to the public shareholders of Just Dial to acquire up to 2.17 crore equity shares of Just Dial representing 26.00% in accordance with SEBI Takeover Regulations.

VSS Mani shall continue as Managing Director and Chief Executive Officer to lead Just Dial through the next phase of growth.

The capital infused by RRVL will help drive the growth and expansion of Just Dial into a comprehensive local listing and commerce platform. Just Dial would expand discovery on its platform and enhance transactions for millions of products and services. These investments will leverage Just Dial's existing database of ~30.4 million listings and its existing consumer traffic of ~ 129.1 million quarterly unique users (as on 31 Mar 2021).

Speaking on this transaction, Isha Ambani, Director of RRVL, said "Reliance is excited to partner with Justdial and VSS Mani, a first-generation entrepreneur, who has created a strong business through his business acumen and perseverance. The investment in Just Dial underlines our commitment to New Commerce by further boosting the digital ecosystem for millions of our partner merchants, micro, small and medium enterprises. We look forward to working with the highly experienced management team of Just Dial as we further expand the business going forward."

VSS Mani, Founder and CEO at Justdial, said "Nearly 25 years ago, we had a vision to build a connected single platform dedicated to providing fast, free, reliable and comprehensive information to our users and connect buyers to sellers. Our vision has evolved to not only provide search and discovery but drive commerce across merchants through our B2B platform and enable further consumer to merchant commerce given our platform engagement. Our strategic partnership with Reliance enables us to realize this vision and transform the business going forward."

The transaction is subject to shareholder and other customary closing conditions and approvals.

Morgan Stanley acted as financial advisor, JM Financial as manager to the open offer, Shardul Amarchand Mangaldas and Khaitan & Co as legal advisors and Deloitte as accounting and tax advisors to RRVL.

Goldman Sachs acted as exclusive financial advisor, Cyril Amarchand Mangaldas as legal advisor and Ernst & Young provided tax advisory and diligence services to Just Dial and its promoters.