Complete Analysis of Dalmia Bharat Refractory and RHI Magnestia merger

1. On March 1st, 2022, Dalmia Bharat Refractories Ltd (DBRL) came into being. Born from the merger of Dalmia Cement (Bharat) Ltd. – Refractory Division, Dalmia Refractories Ltd & GSB India. The shareholders of Dalmia Refractory in the unlisted market got shares of Dalmia Bharat Refractory. Those holding 100 shares of Dalmia Refractory got 768 shares of Dalmia Bharat Refractory. 2. Currently, Dalmia Bharat Refractories is a holding company which have following subsidiaries, step-down and Joint ventures. a) Dalmia Seven Refractories Limited - Joint Venture = 51% b) Dalmia GSB Refractories GmbH - Wholly Owned Subsidiary = 100% c) Dalmia OCL Limited - Wholly Owned Subsidiary = 100% d) OCL Global Limited- Wholly Owned Subsidiary = 100% e) OCL China Limited- Step Down Subsidiary = 90% 3. Now, on, 19.11.2022, under a share swap agreement ("SSA") with Dalmia Bharat Refractories Limited (“DBRL”), RHI Magnestia will acquire 8,24,83,642 of equity shares, each fully paid up, having a face value of INR 10, representing 100% of the equity share capital of Dalmia OCL Limited ("DOCL"). In order to buy 8,248,3642 equity shares of DOCL, RHI Magnestia will issue a total of 270,000,000 shares of its own stock. Therefore, this is essentially a share swap deal.

What is the total number of shares of RHI Magnestia Balance Sheet?

Total Shares = 16 Crores ( as on 31.03.2022) New Shares Issued = 2.70 Crores to Dalmia Bharat Refractory Total Shares After Issue = 18.70 Crores Dalmia Bharat Refractory will hold 14.44% stakes in RHI Magnestia.

Conclusion:

As a result of this deal, the whole refractory business of Dalmia Bharat Refractory will be transferred to RHI Magnestia, and Dalmia Bharat Refractory will become an investment company holding 14.4% of RHI Magnestia's shares. After this transaction, the value per share of unlisted Dalmia Bharat Refractory shares will be determined depending on the business performance of RHI Magnestia.

Deal Sheet