MAXF with board approval has agreed to swap MSI’s 19.98% stake in Max Life
for 21.45%in MAXF with fresh issue of shares leading to MAXF holding
increase to 91.77% from 71.79% currently. With time it will also acquire the
balance stake from MSI at same price and move holding close to 100% which
will reduce structure complexity, while will provide MSI access to listed
entity.
We can speculate this structure is being carried to collapse holding &
operating co structure and get life insurance listed and also can be done
for
a strategic investor to take larger holding and should augur well going
ahead.
Although challenges are promoter pledge of 80% and acquisition part stake
from MSI & Axis will have to be closely looked (will be no share swap). Key
parameters remain on track with business growth of 23% with improving
margins towards 20-21% and 16% protection mix.

Structure changes at holdco: MSI swap of ~20% stake in life for 21.5% in
MAXF was at price of Rs421.7 and valuing per share value of Life business at
Rs80.9, offsetting any cash transaction and issue fresh shares which will
lead
to MAXF stake increase to 91.8%. The balance 5.24% stake can be taken in
next 12M (also earlier than 12M) with put/call option to respective entity.
Importantly, balance stake can be taken at same price of current deal but
management mentioned acquisition will be done with various options.
Although, MAXF mentioned MSI will continue to stay, swap arrangement leads
to exit option for MSI or collapse of structure or to speculate selling
stake to a
strategic investor at MAXF level with simplified structure and 100% holding

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