PUBLIC ANNOUNCEMENT UNDER REGULATION 15(1) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS,
2011
FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF DFM FOODS LIMITED
OPEN OFFER FOR ACQUISITION OF 26,10,836 EQUITY SHARES (AS DEFINED BELOW) FROM THE EQUITY SHAREHOLDERS OF DFM FOODS LIMITED (“TARGET COMPANY”) BY ARAVALI INVESTMENT HOLDINGS (“ACQUIRER”) ALONG WITH JWALAMUKHI INVESTMENT HOLDINGS (“PAC 1”) AND WESTBRIDGE CROSSOVER FUND, LLC (“PAC 2”) AS THE PERSONS ACTING IN CONCERT WITH THE ACQUIRER (“PERSONS ACTING IN CONCERT” / “PACs”).
This public announcement (“PA” / “Public Announcement”) is being issued by ICICI Securities Limited (the “Manager to the Offer”) for and on behalf of the Acquirer and the PACs to the equity shareholders of the Target Company (“Shareholders”) pursuant to and in compliance with, amongst others, Regulation 3(1) and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the “SEBI (SAST) Regulations”).
1. OFFER DETAILS
1.1. Offer Size: The Acquirer and the PACs hereby make this open offer (“Offer”) to the Shareholders of the Target Company to acquire up to 26,10,836 fully paid up equity shares of face value of Rs. 10 (Rupee Ten only) each of the Target Company (“Equity Shares”) constituting 26% (twenty six percent) (“Offer Size”) of the emerging equity share capital of the Target Company as of the 10th (tenth) working day from the closure of the tendering period, assuming full exercise of 40,000 outstanding employee stock options (“Emerging Voting Capital”), subject to the terms and conditions mentioned in this Public Announcement, the Detailed Public Statement that will be published and the Letter of Offer that is proposed to be issued in connection with the Offer, in accordance with the SEBI (SAST) Regulations.
1.2. Price/Consideration: The offer price of Rs. 1,320/- (Rupees One Thousand Three Hundred and Twenty only) per Equity Share (“Offer Price”) is calculated in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance, the total consideration payable by the Acquirer, at the Offer Price in accordance with SEBI (SAST) Regulations, will be Rs. 344,63,03,520 (Rupees Three Hundred and Forty Four Crores, Sixty Three Lakhs, Three Thousand, Five Hundred and Twenty only)
1.3. Mode of Payment: The Offer Price is payable in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
1.4. Type of Offer: This Offer is being made in compliance with Regulation 3(1) of the SEBI (SAST) Regulations.
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Public Announcement for the Attention of the public Shareholders Of DFM Foods Limited
