Exhibit 99.1
AGREEMENT
THIS AGREEMENT DATED 10th NOVEMBER 2004 IS SIGNED BY AND BETWEEN THE FOLLOWING
PARTIES
1. XXXXXX COMPUTER SERVICES LIMITED, a company incorporated and validly
existing under the laws of India and having its registered office at
Mayfair Centre, S.P. Road, Secunderabad, Andhra Pradesh, India 500
003 a company based in Hyderabad, India (hereinafter referred to as
"SCS" which expression shall, unless repugnant to the meaning or
context thereof, be deemed to include its successors and assigns).
2. SAIF INVESTMENT COMPANY LIMITED, a company incorporated in Mauritius
and having its registered office at Suite 000, Xx. Xxxxx Xxxxx, Xx.
Denis Street, Port Louis, Republic of Mauritius (hereinafter
referred to as "SAIF" which expression shall, unless repugnant to
the meaning or context thereof, be deemed to include its successors
and assigns).
3. VENTURE TECH SOLUTIONS PVT. LTD., a company incorporated and validly
existing under the laws of India and having its registered office at
00, Xxxxx Xxx Xxxxxx, Xxxxxxx 000000, Xxxxx (hereinafter referred to
as "VentureTech" which expression shall, unless repugnant to the
meaning or context thereof, be deemed to include its successors and
assigns).
4. SIFY LIMITED, a company incorporated and validly existing under the
laws of India and having its principal office at Tidel Park, 2nd
Floor, No 0, Xxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxx 000000 (hereinafter
referred to as the "Company" which expression shall, unless
repugnant to the meaning or context thereof, be deemed to include
its successors and assigns).
The parties desire to set forth their understanding on the matters
contained herein in writing as under:
1. The issued, paid up and subscribed share capital of the Company as
on date is Rs.351,116,470 comprised of 35,111,647 equity shares of
Rs. 10 each of which 15,720,899 are Indian equity shares
(hereinafter the Equity shares) and 19,390,748 are American
Depository Receipts (ADRs) listed on NASDAQ.
2. SCS and VentureTech hold in aggregate 14.7 million equity shares in
the Company.
3. SCS and VentureTech have requested the Company to undertake a
program sponsoring an ADS issue to enable SCS, VentureTech and also
the other equity shareholders in the Company to convert their Equity
shares(excluding the minimum Equity shares to be held as per the
requirements of the Indian Companies Act of 1956) to ADRs.
4. SCS, SAIF and VentureTech have agreed and have proposed to the
Company that the sponsored ADR program in respect of the aforesaid
number of equity shares be completed in multiple tranches, as SCS or
VentureTech may propose from time to time for the Equity shares
respectively held by them and the quantum per tranche will be
decided by the proposing shareholder. SCS and VentureTech agree that
each of them shall not participate in the Sponsored ADR Program
initiated by the Company at the instance of the other. The equity
shareholders other than SCS or VentureTech will have the right to
participate in the sponsored ADR program in any or all of the
tranches at their discretion
5. SCS, VentureTech and all the other equity shareholders shall have
the right to acquire the ADRs under the sponsored ADR program in
their own name or in the name of any affiliate company which is part
of the respective group, subject however to applicable laws, rules,
regulations of India and USA.
6. The Lead Manager shall be in a position to initiate the Sponsored
ADR Programme immediately after the approval of the Foreign
Investment Promotion Board (FIPB), Government of India, for the
issue of ADS against the equity shares. For a period of 21 days from
the date of the FIPB
approval SCS agrees that it will not call for a tranche for the
issue of ADR under the Sponsored ADR program against the underlying
Equity shares held by SCS.
7. In the event SCS receives a firm offer for purchase of their shares
or any part thereof before the expiry of 112 days from the date of
the FIPB approval or 90 days from the date F 3 registration becomes
effective, whichever is later, SCS will forward the offer to
VentureTech and VentureTech will have the right to sell their shares
first to the proposed purchaser. SCS shall give notice in writing of
the proposed sale to VentureTech. In the event VentureTech desires
to sell their equity or ADS they shall respond to the offer in
writing within 4 days of the receipt of the notice from SCS. If
VentureTech fails to exercise the option as above SCS shall be free
to sell their shares to the prospective purchaser.
8. SCS or affiliates of SCS or the purchaser of ADR from SCS shall not
sell ADR or its derivates on retail during the above period of 112
days from the date of the FIPB approval or 90 days from the date F 3
registration becomes effective, whichever is later.
9. SCS, SAIF and VentureTech agree at all times to cause their
respective nominee directors to approve a resolution of the Board of
Directors to initiate a sponsored ADR program of the Company and
vote their respective shareholdings in the Company in favour of any
special resolution tabled before the shareholders of the Company at
a general meeting as may be required under applicable law.
10. The Parties shall cooperate at all times with each other and
facilitate the above scheme of sponsored ADR. The Company shall take
expeditious steps to apply and obtain the necessary corporate and
statutory approvals that may be required to initiate and complete
the sponsored ADR program and to issue and deliver the registered
tradable ADR contemplated under this Agreement in accordance with
applicable laws, rules and regulation.
11. The Parties agree that to the extent provided in this Agreement and
on the sponsored ADR program being approved by the shareholders in
the general meeting and by the concerned authorities in India and
USA the provisions of the Investor Rights Agreement dated October 7,
2002 shall be read subject to the terms of this Agreement.
In witness whereof, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
XXXXXX COMPUTER SERVICES LIMITED
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title: Vice President - Corp. Affairs
and Company Secretary
SAIF INVESTMENT COMPANY LIMITED
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: General Partner
VENTURE TECH SOLUTIONS PRIVATE LIMITED
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Director
SIFY LIMITED
By: /s/ X. Xxxxxxx
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Name: X. Xxxxxxx
Title: CEO
