Hi there, I think most of this information is set out in the Digit Prospectus (search for "CCPS") (https://www.godigit.com/content/dam/godigit/general/investor-relations/euclid/project-euclid-prospectus-may-17-2024-final-filing-version.pdf). Some interesting points to note:
"The issued, subscribed and paid-up share capital of Go Digit Infoworks Services Private Limited as on the date of this Prospectus is as follows: Particulars Aggregate value at face value 1,022,934 equity shares of ₹ 10 each 10,229,340 7,800,000 CCPS of ₹ 1,000 each 7,800,000,000 Total 7,810,229,340*"
- this is a big difference from the estimated FV of the CCPS in Fairfax's books but note that Fairfax's methodology uses a DCF, which given the high discount rate (12%) would imply that their estimates of cash flow are very high - which we can compare vs the financials set out in the prospectus.
- I wonder how the IPO would change the FV of the CCPS given there's now an indirect public MTM (since the CCPS can be converted into Digit's (listed) equity. The conversion ratios suggest a very big mark down of the FV of the CCPS - though the FV would then be the higher of the equity conversion and the face value of the CCPS.
"The key terms of the CCPS are: (i) the CCPS holder is entitled to cumulative preferential dividend of 12.3% per annum on the face value of the CCPS in each financial year, however to the extent any CCPS are converted into equity shares of GDISPL, there is no dividend which is due or payable on such CCPS, (ii) if GDISPL declares any dividend or other distribution to its holders of equity shares, the CCPS holder is also entitled to the aggregate amount of dividend or other distribution which it would have received if it were the holder of the maximum number of equity shares into which its CCPS can be converted, on the record date for such distribution, (iii) no dividend or distribution will be paid or declared in respect of any equity shares of GDISPL if, and to the extent that, as a consequence of such dividend or distribution, any CCPS holder would be entitled to dividend greater than the maximum amount permitted to be paid in respect of CCPS of an Indian company held by a non-resident under applicable laws; (iv) the maximum tenure of the CCPS is 20 years from the date of issuance, unless extended by the CCPS holder, subject to applicable law; (v) in terms of the JV Amendment Agreement, the CCPS has a fixed conversion ratio for conversion into equity shares of GDISPL being (i) 2.324 CCPS for each equity share, for 6,300,000 CCPS; and (ii) 3.55 CCPS for each equity share for the remaining 1,500,000 CCPS, subject to the maximum permissible limit under applicable laws and the provisions of the JV Agreement, and would be cumulatively converted such that the CCPS holder holds equity shares of GDISPL representing up to a maximum of 82.07% of the share capital of GDISPL. Further, consequent to conversion of the CCPS, the indirect shareholding of FAL in our Company (on a fully diluted basis) will be a maximum of up to 68.65%. Further, upon conversion of the CCPS, none of our Promoters shall cease to act as promoters of our Company."