Aegis Vopak Terminals has announced the sale of a 10% equity stake in its subsidiary, Aegis Terminal (Pipavav) Limited (ATPL), to Itochu Corporation for an aggregate consideration of ₹80.32 crore. This transaction is part of a Share Purchase Agreement (SPA 1) and is accompanied by a Shareholders’ Agreement and another Share Purchase Agreement (SPA 2), all dated March 27, 2026.
The sale involves the transfer of 5,000 equity shares of ATPL, which represents 10% of its paid-up share capital. Prior to this transaction, Aegis Vopak Terminals held a 96% equity stake in ATPL. Following the completion of the sale, the company will retain an 86% stake in its subsidiary.
Significant terms of the SPA 1 include indemnification provisions for Itochu in the event of a breach of representations and warranties by Aegis Vopak Terminals. The agreement also outlines post-closing actions, such as the transfer of certain ammonia tanks at the Port of Pipavav from Aegis Logistics Limited to ATPL on a slump sale basis.
The Shareholders’ Agreement (SHA) establishes the inter-se rights and obligations of the parties concerning the management and operation of ATPL. It provides certain rights to both Aegis Vopak Terminals and Itochu, including reserved matter rights, subject to the terms specified in the SHA.
SPA 2 is conditional and will become operative only if the agreed terms and conditions are not fulfilled within a specified timeline. It requires Aegis Vopak Terminals to purchase back the 10% equity stake from Itochu if the conditions are unmet.
The parties involved in these agreements do not belong to the promoter or promoter group of Aegis Vopak Terminals, and the transactions do not fall under related party transactions.
Disclaimer: This article is based on a regulatory filing submitted to the National Stock Exchange of India (NSE).