John Cockerill India Limited revises €24.32 million acquisition terms

John Cockerill India Limited revised the price and payment terms for its acquisition of 100% of Belgium-based Metals International to €24.32 million on November 3, 2026, comprising €5 million already paid for 20.56% and €19.32 million to be settled by issuing compulsorily convertible preference shares to its parent.

What are John Cockerill India's revised acquisition terms?

John Cockerill India has fixed the revised aggregate price for all shares of Metals International at €24.32 million under an amended share purchase agreement executed on November 3, 2026. The amendment changes the consideration and payment terms in the original agreement dated December 19, 2025, but the disclosure does not state the original purchase price or quantify the revision.

The acquisition consideration has two components: €5 million in cash and a €19.32 million non-cash settlement. John Cockerill India paid the cash portion on June 5, 2026 for 5,110,309 Metals International shares, representing 20.56% of its paid-up share capital. The remaining 19,746,236 shares represent 79.44% of the target's paid-up share capital.

The 79.44% share-swap component is larger than the 20.56% cash component both by stake and by consideration value. John Cockerill India said John Cockerill SA had transferred its entire 100% shareholding in Metals International to the listed company by the November 3, 2026 filing date, leaving the preference-share allotment as the remaining settlement action.

How will John Cockerill India settle the €19.32 million balance?

John Cockerill India will settle the €19.32 million balance by allotting 35,185 non-cumulative compulsorily convertible preference shares, or CCPS, to John Cockerill SA. Each CCPS carries a subscription price of ₹58,028.60, comprising a face value of ₹100 and a premium of ₹57,928.60, under a share-swap ratio computed in accordance with Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations.

The company must allot the 35,185 CCPS within 15 days of receiving the requisite approval or confirmation from the Reserve Bank of India, or RBI. John Cockerill India received that RBI approval or confirmation on November 3, 2026, the same date on which it executed the amended agreement.

John Cockerill SA can convert the CCPS into fully paid-up equity shares of John Cockerill India at any point within a maximum period of 18 months from the allotment date. The filing does not disclose the number of equity shares issuable on conversion or a resulting ownership percentage, although it says the parent will continue to be the majority shareholder after the acquisition.

Why is John Cockerill India acquiring Metals International?

John Cockerill India says the acquisition is designed to consolidate and enhance the John Cockerill Group's metal-business operations within the listed company. Metals International was incorporated in Belgium on September 30, 2025 by John Cockerill SA to consolidate ownership interests in group metals entities and the parent's metals business.

Metals International reported turnover of €7,306,037 as of March 31, 2026 and paid-up share capital of €24,856,545 on that date. John Cockerill India classifies the target in the metal business and says it is expected to support the group's global footprint and operational synergies, which are stated objectives rather than disclosed financial outcomes.

The November 3, 2026 announcement provides one turnover figure rather than a three-year financial history. Its September 30, 2025 incorporation means Metals International was less than a year old at the March 31, 2026 reporting date, consistent with John Cockerill India's description of the entity as part of a group restructuring.

Is John Cockerill India's Metals International purchase a related-party transaction?

Yes, John Cockerill India classifies the purchase as a related-party transaction because John Cockerill SA is its promoter and parent company and previously owned 100% of Metals International. John Cockerill India states that the transaction is being undertaken on an arm's-length basis.

The structure differs between the two acquired portions of the 100% stake. The first 20.56% was bought for €5 million in cash on June 5, 2026, while John Cockerill SA will receive 35,185 CCPS for the remaining 79.44%, valued at €19.32 million under the amended terms.

John Cockerill India said all required approvals, consents and authorisations from its members and relevant regulatory and statutory authorities had been obtained. The RBI approval or confirmation dated November 3, 2026 is specifically identified as the event that starts the 15-day period for allotting the CCPS.

What ownership and operating changes does the acquisition create?

John Cockerill India has acquired 100% of Metals International's equity shareholding, according to its November 3, 2026 disclosure. The parent has already transferred the target's full equity stake, even though the share-swap settlement for 79.44% of the target remains to be completed through the CCPS allotment.

The transaction places the ownership interests of metals entities held through Metals International under John Cockerill India. The company says the purpose is to reinforce the group's metals portfolio, create operational synergies and support growth opportunities, but it provides no integration deadline, revenue target, margin target or cost-saving estimate.

The acquisition of the Belgian target does not change John Cockerill SA's disclosed position as the listed company's majority shareholder. In addition to that stated continuing status, the parent has a right to convert the 35,185 CCPS into equity shares within 18 months after allotment, subject to the terms of those instruments.

Conclusion

The November 3, 2026 amendment sets John Cockerill India's total consideration for Metals International at €24.32 million, split between €5 million paid for 20.56% in June 2026 and €19.32 million for 79.44% through CCPS. The company has received the target's full equity stake, while the preference-share issue completes the payment structure.

The next disclosed milestone is the allotment of 35,185 CCPS within 15 days of the November 3, 2026 RBI approval or confirmation. Investors can then watch whether John Cockerill SA converts those instruments within the maximum 18-month window and whether John Cockerill India later provides financial or operational targets for the €7,306,037-turnover target.