BID LETTER For Delisting of Equity Shares of the Company To the Public Shareholders of BOC India Limited

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This letter of offer ( Bid Letter ) is being sent by The BOC Group Ltd (the Acquirer ) along with Linde Holdings Netherlands B.V. and Linde Finance B.V. as persons acting in concert (the PACs ) (hereinafter the Acquirer and the PACs being collectively referred to as the Promoter Group ), to you as a Shareholder of BOC India Limited (the Company ) in respect of the proposed acquisition and delisting of fully paid-up equity shares having face value of Rs. 10/- each ( Equity Shares ) of the Company from The Bombay Stock Exchange Limited ( BSE ), the National Stock Exchange of India Limited ( NSE ) and The Calcutta Stock Exchange Limited ( CSE ) (collectively, the Stock Exchanges ) (the Delisting Offer ). In case you have recently sold your Equity Shares in the Company, please hand over this Bid Letter and the accompanying documents to the member of the stock exchange through whom the sale was effected. BID LETTER For Delisting of Equity Shares of the Company To the Public Shareholders of BOC India Limited Registered Office: Oxygen House, P43, Taratala Road, Kolkata , India From The BOC Group Limited Registered Office: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England And Linde Holdings Netherlands B.V. Registered Office: Havenstraat 1, 3115HC, Schiedam, The Netherlands And Linde Finance B.V. Registered Office: Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands Inviting you to tender your Equity Shares in connection with the proposed acquisition of the Equity Shares of the Company, by way of a reverse book-building process in accordance with Securities and Exchange Board of India (Delisting of Securities) Regulations, 2009, as amended ( Delisting Regulations ). MANAGER TO THE OFFER REGISTRAR TO THE OFFER Deutsche Equities India Private Limited DB House, Hazarimal Somani Marg, Fort, Mumbai , India Tel: Fax: bocindia.delisting@db.com Contact Person: Mr. Vivek Pabari Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup West, Mumbai Tel : Fax: nilesh.chalke@linkintime.co.in Contact Person: Mr. Nilesh Chalke If you wish to tender your Equity Shares to the Acquirer pursuant to this Bid Letter, you should: read this Bid Letter and the instructions herein; complete and sign the accompanying Bid Form in accordance with the instructions contained therein and in this Bid Letter; ensure that you have (a) credited or pledged your Equity Shares to the correct Special Depository Account (details of which are set out in paragraph 79 of this Bid Letter) and obtained a copy of your delivery instruction or pledge instruction to your depository participant, duly acknowledged and stamped in relation thereto; or (b) executed the transfer deed in case of shares held in physical form. Submit: (a) your Bid Form, and (b) (i) a photocopy of your duly acknowledged delivery instruction or pledge instruction to your depository participant, as applicable, or (ii) original contract note (required only if you are an unregistered shareholder), original share certificate along with transfer deed duly signed in case of Equity Shares held in physical form, by hand delivery to relevant Bid Centres (as specified in paragraph 76 of this Bid Letter) between a.m. to 3.00 p.m. on or before the Bid Closing Date. Shareholders (in particular those shareholders who are resident in areas where no Bid Centres are located) may also submit the above mentioned documents by registered post or courier (at their own risk and cost) to: SMC Global Securities Limited, Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai , such that they are received on or before 3.00 p.m. on the Bid Closing Date. Floor Price: Rs /- per fully paid-up Equity Share of the face value of Rs. 10/- each Activity Day and Date Resolution for delisting of Equity Shares passed by the shareholders of the Company Wednesday, July 28, 2010 Public Announcement by the Acquirer Wednesday, January 5, 2011 Specified Date# Friday, January 7, 2011 Bid Letters / Bid Forms expected to be dispatched to Public Shareholders Saturday, January 8, 2011 Bid Opening Date (10.00 AM) Monday, January 24, 2011 Last date for upward revision or withdrawal of Bids Friday, January 28, 2011 Bid Closing Date (3.00 PM) Monday, January 31, 2011 Public Announcement of Discovered Price / Exit Price and Acquirer s acceptance / rejection of Friday, February 4, 2011 Discovered Price / Exit Price Last date for payment of consideration for Equity Shares to be acquired in case of a successful Monday, February 14, 2011 Delisting Offer## Last date for return to Public Shareholders of Offer Shares tendered but not acquired under the Monday, February 14, 2011 Delisting Offer * Changes, if any will be notified to the Public Shareholders by way of corrigendum to the PA in the same newspapers where the PA was issued. # Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Bid Letter will be sent. However, all Public Shareholders (registered or unregistered) of the Equity Shares are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date. ## Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer of an Exit Price higher than the Discovered Price by the Acquirer.

2 TABLE OF CONTENTS Sr. No. Particulars Page No. 1 Background of the Delisting Offer 5 2 Object of the Delisting Offer 6 3 Information about the Promoter Group 6 4 Information on the Company 10 5 Present Capital Structure and Shareholding Pattern 11 6 Likely Post-Delisting shareholding pattern 12 7 Stock Exchange on which the Equity Shares of the Company are listed 12 8 Information Regarding Stock Market Data 12 9 Determination of Floor Price Determination of Discovered Price and Exit Price Conditions of the Delisting Offer Dates of Opening And Closing of The Offer Details of Trading Member, Bidding Centres and Bidding Procedures Details of Escrow Account and the amount deposited therein Procedure for Settlement Proposed Timetable for the Delisting Offer Statutory and Regulatory Approvals Tax Deducted At Source Certification By Board of Directors of The Company BSE Disclaimers Compliance Officer General Disclaimer 24 2

3 DEFINITIONS Acquirer Bid Bid Centres Bid Closing Date Bid Form Bid Opening Date Bid Period Bid Letter BSE CDSL Company CSE Delisting Offer The BOC Group Limited Offer by a Public Shareholder to tender his/her Offer Shares by submitting a Bid Form at the relevant Bid Centre during the Bid Period The centres listed in paragraph 76 of this Bid Letter for the submission of Bid Forms 3:00 p.m. on January 31, 2011 being the last date of the Bidding Period Bid form as enclosed with this Bid Letter and specifically marked as Bid Forms January 24, 2011 being the date on which the Bidding Period commences Bid Opening Date to Bid Closing Date i.e. January 24, 2011 to January 31, 2011, both days inclusive This letter inviting Bids from all Public Shareholders The Bombay Stock Exchange Limited Central Depositary Services Limited BOC India Limited The Calcutta Stock Exchange Limited Offer made by the Acquirer along with the PACs to acquire all the Offer Shares not currently held by them, from the Public Shareholders in accordance with the Delisting Regulations, the PA and this Bid Letter Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 Depository Participant Instruction Discovered Price DTAA Equity Capital Equity Shares/Shares Escrow Amount Exit Price Floor Price Manager/Manager to the Offer NSDL NSE Offer Shares The instruction from a Shareholder to the Depository Participant to credit/pledge Offer Shares to the Special Depository Account The price at which the maximum number of Offer Shares are tendered being the minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Offer, as determined in accordance with the Delisting Regulations Double Tax Avoidance Agreement 85,284,223 fully paid-up Equity Shares of the Company of Rs. 10/- each amounting to Rs. 852,842,230/- as on date of this Bid Letter 85,284,223 fully paid-up Equity Shares of Rs. 10/- each of the Company The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs /- per Equity Share multiplied by the number of Equity Shares outstanding with the Public Shareholders, i.e. 8,975,930 Equity Shares, is Rs. 2,022,187,270/- (as may be increased from time to time) The price finally accepted and offered by the Acquirer (which may be the Discovered Price but not less than the Discovered Price) The price of Rs per Offer Share as determined in accordance with the Delisting Regulations Deutsche Equities India Private Limited National Securities Depository Limited National Stock Exchange of India Limited 8,975,930 Equity Shares, being approximately 10.52% of the paid up equity capital, held by the Public Shareholders of the Company Offer Size Offer Shares multiplied by the Floor Price amounting to Rs. 2,022,187,270/- 3

4 PACs Public Announcement/ PA PAN Physical Shares Physical Shareholders Promoter Group Public Shareholders (a) Linde Holdings Netherlands B.V.; and (b) Linde Finance B.V. Public Announcement of the Offer dated January 4, 2011 made by the Acquirer on January 5, 2011 in Financial Express, English national daily all editions; Jansatta, Hindi national daily all editions; and Aajkal, Bengali regional language daily Permanent Account Number Offer Shares that are not in dematerialised form Shareholders who hold Offer Shares in Physical Form Collectively, the Acquirer and the PACs Shareholders of Equity Shares of the Company other than the Promoter Group RBI Registrar/ Registrar to Offer SEBI SEBI Act Special Depository Account Reserve Bank of India Link Intime India Pvt Limited Specified Date January 7, 2011 Stock Exchanges Trading Member Securities and Exchange Board of India Securities and Exchange Board of India Act, 1992, as amended The account opened by the Trading Member, on behalf of the Manager to the Offer, to which the dematerialized Offer Shares must be credited or pledged prior to submission of Bids, details of which are set out in paragraph 79 of this Bid Letter BSE, NSE and CSE SMC Global Securities Limited Note: All capitalized terms used in this Bid Letter, but not otherwise defined herein, shall have the meaning ascribed thereto in the Delisting Regulations. 4

5 Dear Shareholder, This is an invitation to tender your Offer Shares in the Company to the Acquirer on the terms and subject to the conditions set out below, the PA and in accordance with the Delisting Regulations. Background of the Delisting Offer 1. BOC India Limited is a public limited company incorporated under the Companies Act, 1956, as amended (the Act ), with its registered office located at Oxygen House, P43, Taratala Road, Kolkata The paid-up equity share capital of the Company (the Equity Capital ) comprises 85,284,223 fully paid-up equity shares having face value of Rs. 10/- each (the Equity Shares ). The Equity Shares are listed on The Bombay Stock Exchange Limited ( BSE ), The National Stock Exchange of India Limited ( NSE ) and The Calcutta Stock Exchange Limited ( CSE ) (collectively, the Stock Exchanges ). 3. The BOC Group Limited (the Acquirer ) is a company incorporated and registered under the laws of England and Wales and having its registered office at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England, Tel. No , Fax No The Acquirer forms part of the promoter group of the Company and, as on the date of this Bid Letter, is the legal owner of 76,308,293 Equity Shares, representing approximately 89.48% of the Equity Capital. 4. The Acquirer along with Linde Holdings Netherlands B.V., a company incorporated under the laws of The Netherlands and having its registered office at Havenstraat 1, 3115HC, Schiedam, The Netherlands, Tel. No , Fax No and Linde Finance B.V., a company incorporated under the laws of The Netherlands and having its registered office at Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands, Tel. No , Fax No (hereinafter collectively referred to as the PACs ) (hereinafter the Acquirer and the PACs being collectively referred to as the Promoter Group ) is sending this Bid Letter to the public holders of the Equity Shares (defined to mean all the shareholders of the Company other than the Promoter Group and hereinafter referred to as the Public Shareholders ), to acquire, in accordance with the Delisting Regulations and on the terms and subject to the conditions set out in paragraph 71 of this Bid Letter, up to 8,975,930 Equity Shares, representing approximately 10.52% of the Equity Capital (the Offer Shares ). Consequent to the Delisting Offer and upon the shareholding of the Promoter Group reaching a minimum of approximately 94.74% of the Equity Capital and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist its Equity Shares from the Stock Exchanges for the reasons set out in paragraphs 12, 13 and 14 of this Bid Letter. 5. On June 14, 2010, Linde Holdings Netherlands B.V. intimated its intention to make the Delisting Offer (either directly or together with persons acting in concert) to the Company (the Delisting Proposal ) and requested the Board of Directors of the Company to convene a meeting to consider the Delisting Proposal, to place the Delisting Proposal before the shareholders of the Company for their consideration and approval by a special resolution passed vide postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the Stock Exchanges for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations. 6. The board of directors of the Company vide its resolution dated June 15, 2010, approved the Delisting Proposal, subject to the approval of the shareholders of the Company, the Stock Exchanges and compliance with the provisions of the Delisting Regulations and applicable laws. 7. In this regard, a special resolution has been passed by the shareholders of the Company through postal ballot in accordance with the provisions of Section 189(2) and 192A(2) of the Act read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, the result of which was declared on July 28, 2010, approving the proposed delisting of the Equity Shares from the Stock Exchanges in accordance with the Act and the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were more than two times the number of votes cast by the Public Shareholders against it. BSE, NSE and CSE have issued their in-principle approval for the Delisting Offer, subject to compliance with the Delisting Regulations, vide letters dated August 31, 2010, August 18, 2010 and September 8, 2010 respectively. 8. The Reserve Bank of India ( RBI ) has, vide letter dated October 15, 2010, granted its no-objection to the acquisition of the Offer Shares by the Acquirer pursuant to the Delisting Offer in accordance with Regulation 4 read with Regulation 10A(b)(iii) and Regulation 9 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, subject to the condition that specific approval of the RBI would need to be sought in respect of any shares tendered in the Delisting Offer by (i) erstwhile overseas corporate bodies or (ii) non resident Indians who hold the same on non-repatriation basis. 5

6 9. The Acquirer has issued a PA in the following newspapers as required under Regulation 10 of the Delisting Regulations: Newspaper Language Editions Financial Express English All Jansatta Hindi All Aajkal Bengali Kolkata 10. Any modifications to the PA will be notified by issuing a corrigendum in all of the aforementioned newspapers. 11. The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 71 of this Bid Letter. Object of the Delisting Offer 12. The proposed Delisting Offer by the Acquirer and the delisting of the Equity Shares from the Stock Exchanges is in furtherance of the strategic intent of The Linde Group (of which the Promoter Group forms a part) to increase integration amongst the various entities constituting The Linde Group and with a view to achieving greater operational and administrative efficiencies. 13. The Acquirer believes that the delisting of the Equity Shares is in the interest of the Public Shareholders of the Company as it will provide them with an exit opportunity from the Company at a price arrived at by the reverse book building process in accordance with the Delisting Regulations. 14. Accordingly, the Acquirer (being a promoter of the Company) proposes to acquire (in trust for Linde Holdings Netherlands B.V.) all the Offer Shares in accordance with the Delisting Regulations and to voluntarily delist the Equity Shares of the Company from the Stock Exchanges in accordance with the Delisting Regulations. Information about the Promoter Group The Acquirer 15. The Acquirer was incorporated as a private limited company under the laws of England and Wales on January 26, 1886, with its registered office located at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England, Tel. No , Fax No The name of the Acquirer has undergone the following changes: From Up To Name 11/09/2008 Current The BOC Group Limited 01/03/ /09/2008 The BOC Group plc 06/03/ /03/1982 BOC International plc 10/04/ /03/1981 BOC International Limited 23/07/ /04/1975 The British Oxygen Company Limited 26/01/ /07/1906 Brin s Oxygen Company Limited 17. The shares of the Acquirer are not listed on any stock exchange. 18. As on the date of this Bid Letter, the paid up equity capital of the Acquirer is GBP 132,675, consisting of 530,701,651 equity shares having a face value of GBP 0.25 each. 19. The Acquirer is primarily engaged as an investment holding company for The Linde Group, holding interests in group companies involved in the businesses of manufacturing, production, conversion, processing, refining, distilling, using, distributing, purchasing and dealing of natural or man-made substances and relevant derivative products with the aim of delivering value-added solutions based on the supply of gases, equipment, consumables and services for the manufacturing, healthcare and advanced technology and research industries. 6

7 20. The Acquirer is a wholly owned subsidiary of Linde UK Holdings Limited, which in turn is a 100% subsidiary of Linde AG, a public limited company incorporated under the laws of the Federal Republic of Germany and having its registered office at Klosterhofstrasse l, Munich, Germany, Tel. No , Fax No Linde Finance B.V., a PAC and a wholly owned subsidiary of Linde AG, has agreed to extend an inter corporate loan to Linde Holdings Netherlands B.V., another PAC and wholly owned subsidiary of Linde AG, to enable it to provide the necessary funding assistance to the Acquirer for the acquisition of the Offer Shares validly tendered in the Delisting Offer. Linde Holdings Netherlands B.V. has in turn provided the necessary funds to the Acquirer for the purpose of funding the Escrow Account (as defined in paragraph 92 herein below) in the form of a bank guarantee. As consideration for such financial assistance, the Acquirer has executed a declaration of trust dated July 23, 2010 (the Declaration of Trust ) in favour of Linde Holdings Netherlands B.V., assigning to Linde Holdings Netherlands B.V the beneficial ownership of the Offer Shares validly tendered to the Acquirer pursuant to the Delisting Offer. 21. The Acquirer is the legal owner of 76,308,293 Equity Shares, representing approximately 89.48% of the Equity Capital. In this behalf, BOC Holdings, a subsidiary of the Acquirer having its registered office at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England, beneficially owns 26,898,891 Equity Shares representing approximately 31.54% of the Equity Capital pursuant to declarations of trust dated July 26, 1972, February 12, 1973, January 29, 1979, August 9, 1990, June 28, 1993, December 7, 1993 and September 30, 1997 in its favour by the Acquirer. Further, Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity Shares representing approximately 57.94% of the Equity Capital pursuant to a declaration of trust dated January 16, 2008 in its favour by the Acquirer. 22. The shareholding pattern of the Acquirer as on the date of this Bid Letter is as under: Sr. no. Name of the shareholder Number of shares held % of shareholding 1 Linde UK Holdings Limited 530,701, Commercium Immobilien- und Beteiligungs-GmbH (1) 1 0 Note: Total 530,701, ) Commercium Immobilien- und Beteiligungs-GmbH holds 1 share of the Acquirer under a declaration of trust in favour of Linde UK Holdings Limited 23. The Board of Directors of the Acquirer comprises 7 Directors namely, Prof. Dr. Wolfgang Reitzle, Georg Denoke, Jerry Kent Masters Jr., Michael Stewart Huggon, Michael Dennis, Andrew Christopher Brackfield and Dr. Thorben Finken. 24. A brief summary of the audited financial statements of the Acquirer for the financial years ended December 31, 2009, December 31, 2008 and December 31, 2007 is provided below: 7 (GBP in million except stated otherwise) Particulars December 31, 2009 December 31, 2008 December 31, 200 Income Profit after tax Equity share capital Share premium Reserves 1, , , Net worth (1) 2, , , Book value per share (GBP) (2) Earnings per share (GBP) (3) Return on equity after taxes (%) (4) 2.06% 22.45% 11.73%

8 Notes: 2) Total of the Issued equity share capital, Share premium and Reserves 3) Calculated by dividing the net worth by the number of shares outstanding as at year end 4) Calculated by dividing the Profit after tax for the year by the number of shares outstanding as at year end 5) Calculated by dividing the Profit after tax for the year by net worth as at year end Linde Holdings Netherlands B.V. 25. Linde Holdings Netherlands B.V. was incorporated as a private limited company under the laws of The Netherlands on November 28, 2007, with its registered office located at Havenstraat 1, 3115HC, Schiedam, The Netherlands, Tel. No , Fax No The name of Linde Holdings Netherlands B.V. has not undergone any change since its incorporation. 27. The shares of Linde Holdings Netherlands B.V. are not listed on any stock exchange. 28. As on the date of this Bid Letter, the paid-up equity capital of Linde Holdings Netherlands B.V. is EUR 160,018,000 consisting of 1,600,180 equity shares having a face value of EUR 100 each. 29. Linde Holdings Netherlands B.V. is a wholly owned subsidiary of Linde AG, the ultimate parent of the Acquirer. 30. Linde Holdings Netherlands B.V. is primarily engaged in the following activities: (i) (ii) (iii) (iv) acquisition, holding and disposal of participations in other group companies and enterprises, as well as financing such companies and enterprises, borrowing and lending money, providing undertakings and guarantees and binding the company or the company s assets for the benefit of third parties; acquisition, exploitation and disposal of registered and other property; providing administrative, clerical and other services to other group companies and enterprises; and acquisition, alienation, holding, administering and/or exploiting patents, trade names, trademarks, licences, knowhow, copyrights, royalties and other rights of intellectual and/or industrial property, as well as granting a licence to such rights and to acquire and exploit licences, both in The Netherlands and abroad. 31. Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity Shares, representing approximately 57.93% of the Equity Capital pursuant to a declaration of trust dated January 16, 2008 in its favour by the Acquirer, which is the legal owner of such Equity Shares. 32. Linde Holdings Netherlands B.V. has provided the necessary funding assistance to the Acquirer for the purpose of acquiring the Offer Shares and funding the Escrow Account (as defined in paragraph 92 herein below) in the form of a bank guarantee, and has agreed to provide the necessary funds to the Acquirer for the purpose of acquiring the Offer Shares validly tendered in the Delisting Offer. The Acquirer has in turn executed the Declaration of Trust (as defined in paragraph 20 above) in favour of Linde Holdings Netherlands B.V. 33. The shareholding pattern of Linde Holdings Netherlands B.V. as on the date of this Bid Letter is as under: Sr. no. Name of the shareholder Number of shares held % of shareholding 1 Linde AG 1,600, Total 1,600, The Board of Directors of Linde Holdings Netherlands B.V. comprises 4 Directors namely, Jürgen Nowicki, Donald Petrus Henricus Huberts, Joerg Meier and Björn Schneider. 35. Since Linde Holdings Netherlands B.V. is not required by local regulations and applicable law of its country of incorporation to carry out regular audits, audited financial statements of Linde Holdings Netherlands B.V. for the financial years ended December 31, 2008 and December 31, 2009 are not available. Accordingly, a brief summary of the unaudited financial statements of Linde Holdings Netherlands B.V. for the financial years ended December 31, 2009 and December 31, 8

9 2008 and audited financial statements for the financial year ended December 31, 2007 is provided below: (EUR in million except stated otherwise) Particulars As on As on As on December 31, 2009 December 31, 2008 December 31, 2007 (Unaudited) (Unaudited) (Audited) Income - - NA Profit after tax NA Equity share capital Share premium NA Reserves 1, , NA Net worth (1) 1, , Book value per share (EUR) (2) 1, , Earnings per share (EUR) (3) (10.27) (5.11) NA Return on equity after taxes (%) (4) -0.95% -0.51% NA Notes: 1) Total of the Issued equity share capital, Share premium and Reserves 2) Calculated by dividing the net worth by the number of shares outstanding as at year end 3) Calculated by dividing the Profit after tax for the year by number of shares outstanding as at year end 4) Calculated by dividing the Profit after tax for the year by net worth as at year end Linde Finance B.V. 36. Linde Finance B.V. was incorporated as a private limited company under the laws of The Netherlands on May 15, 1999, with its registered office located at Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands, Tel. No , Fax No The shares of Linde Finance B.V. are not listed on any stock exchange. 38. As on the date of this Bid Letter, the paid up equity capital of Linde Finance B.V. is EUR 5,000,000 consisting of 5,000 equity shares each of face value EUR 1, Linde Finance B.V. is a wholly owned subsidiary of Linde Holdings Netherlands B.V. 40. Linde Finance B.V. is primarily engaged in the following activities: (i) (ii) Incorporation, participation, management and financing of other companies and enterprises and rendering relevant services to such companies and enterprises and the group of companies it belongs to; and Acquisition and holding of own as well as nominee shares or other securities; borrowing, lending and performing all types of financial transactions for itself as well as for third parties, and providing collateral, furnishing guarantees and encumbering assets as security of debts for itself, for its group companies as well as for third parties. 41. Linde Finance B.V., has agreed to provide an inter corporate loan to Linde Holdings Netherlands B.V., to enable the latter to provide the necessary funding assistance to the Acquirer to acquire the Offer Shares validly tendered in the Delisting Offer. 9

10 42. The shareholding pattern of Linde Finance B.V. as on the date of this Bid Letter is as under: Sr. no. Name of the shareholder Number of shares held % of shareholding 1 Linde Holdings Netherlands B.V. 5, Total 5, The Board of Directors of Linde Finance B.V. comprise 4 Directors namely, Nicolaas Limmen, Georg Denoke, Björn Schneider and Erhard Wehlen. 44. A brief summary of the audited financial statements of Linde Finance B.V. for the financial years ended December 31, 2009, December 31, 2008 and December 31, 2007 is provided below: (EUR in million except stated otherwise) Particulars December 31, 2009 December 31, 2008 December 31, 2007 Net interest result Profit after tax Issued equity share capital Share premium Reserves & un-appropriated profits Net worth (1) Book value per share (EUR) (2) 15, , , Earnings per share (EUR) (3) 2, , , Return on equity after taxes (%) (4) 13.62% 21.74% 35.92% Notes: 1) Total of the Issued equity share capital, share premium and total reserves 2) Calculated by dividing the net worth by the number of shares outstanding as at year end 3) Calculated by dividing the Profit after tax for the year by number of shares outstanding as at year end 4) Calculated by dividing the Profit after tax for the year by net worth as at year end 45. In case the Acquirer does not succeed in acquiring the requisite number of Equity Shares of the Company from the Public Shareholders through the Delisting Offer in accordance with the Delisting Regulations or any statutory modification or re-enactment thereof, it will ensure that the public shareholding of the Company shall comply with the minimum level required under applicable laws within the timeframe prescribed under such laws. Information on the Company 46. BOC India Limited is a public limited company incorporated under the Act, with its registered office located at Oxygen House, P43, Taratala Road, Kolkata The Company was incorporated on January 24, 1935 in the name of The Indian Oxygen & Acetylene Co. Private Limited. The name of the Company has undergone the following changes since incorporation: (i) From The Indian Oxygen & Acetylene Co. Private Limited to Indian Oxygen Limited on January 20, 1958; (ii) From Indian Oxygen Limited to IOL Limited on September 18, 1989; and (iii) From IOL Limited to BOC India Limited on February 6, The principal activity of the Company is: (i) Production of gases and related products comprising manufacturing and sale of industrial, medical and special gases, equipments as well as related products; and 10

11 (ii) Project engineering comprising manufacturing and sale of cryogenic and non-cryogenic vessels as well as designing, supplying, testing, erecting and commissioning of projects across diverse industries. 49. A brief summary of the audited financial statements of the Company for the financial years ended December 31, 2009, December 31, 2008 and 9 months ended December 31, 2007 is provided below: (Rupees in million except stated otherwise) Particulars December 31, 2009 December 31, months ended December 31, 2007 Net sales (1) 8, , , Other income (1) Total income (1) 8, , , Profit before tax (1) , Net profit after tax (1) Paid-up equity share capital Total capital employed (2) 11, , , Net fixed assets (3) 6, , , Net worth (4) 10, , , Earnings per share (in Rupees) (1) (5) Return on Net worth (%) (1) (6) 5.04% 7.74% 16.58% Notes: 1) Company changed its financial year ending from March to December in Figures for 2007 refer to the 9 months period from April 2007 to December ) Total of Issued equity share capital, total reserves (excluding revaluation reserve), Secured loans and Unsecured loans 3) Calculated as Gross fixed assets less accumulated depreciation. Capital work in progress not included 4) Total of Issued equity share capital, share premium and total reserves (excluding revaluation reserves) 5) Reported EPS as per audited financial statements 6) Calculated by dividing the Profit after tax for the relevant accounting period by net worth as at period end Source: Annual Reports of the Company for the years 2008 and 2009 and for the 9 months ended December 31, 2007 Present Capital Structure and Shareholding Pattern 50. The authorized equity share capital of the Company comprises 86,000,000 Equity Shares of Rs. 10/- each. The Equity Capital comprises 85,284,223 Equity Shares. As on the date of this Bid Letter, the Company has no outstanding preference shares, partly paid-up shares, convertible instruments or stock options. As on date, 17,056,845 Equity Shares registered in the name of The BOC Group Ltd. are subject to lock in for 3 years from the date of allotment of preferential shares, that is, till January 18, As on the date of this Bid Letter, the Acquirer is the legal owner of 76,308,293 Equity Shares representing approximately 89.48% of the Equity Capital. In this behalf, BOC Holdings beneficially owns 26,898,891 Equity Shares representing approximately 31.54% of the Equity Capital and Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity Shares representing approximately 57.94% of the Equity Capital pursuant to declarations of trust in favour of each of BOC Holdings and Linde Holdings Netherlands B.V. by the Acquirer, as more particularly described in paragraph 21 above. Other than the shareholding mentioned herein, neither the Acquirer nor any of its directors nor any other member of the Promoter Group holds any Equity Shares, as on the date of this Bid Letter. 11

12 52. The shareholding pattern of the Company as on September 30, 2010 was as follows: Shareholders Category No. of Equity Shares Approximate Percentage Promoter s Shareholding Acquirer 76,308, % Sub-Total (a) 76,308, % Non-Promoter Shareholding Institutional Investors Mutual Funds / UTI 7, % Financial Institutions / Banks 19, % Insurance Companies 765, % Foreign Institutional Investors 48, % Others % Non-Institutional Investors Bodies Corporate 1,599, % Individuals 6,459, % Clearing Members 72, % Trusts 3, % Sub-Total (b) 8,975, % GRAND TOTAL (a) + (b) 85,284, % Source: BSE website Likely Post Delisting Shareholding Pattern 53. The likely post-delisting shareholding pattern of the Company, assuming that all the Offer Shares held by the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows: Shareholder No. of Equity Shares Percentage The BOC Group Limited 85,284, % Stock Exchange on which the shares of the Company are listed 54. The Equity Shares are currently listed on BSE, NSE and CSE. The Acquirer is seeking to delist the Equity Shares from each of the BSE, NSE and CSE. Information regarding Stock Market Data 55. The high, low and average closing prices of the Equity Shares on BSE and NSE during the preceding three calendar years were as follows: Calendar Year BSE High* Low* Average**

13 Source: BSE website * Closing high / low during the period in Rupees/Share ** Average of daily closing prices during the period Calendar Year NSE High* Low* Average** Source: NSE website * Closing high / low during the period in Rupees/Share ** Average of daily closing prices during the period 56. The monthly high and low closing prices and the trading volume (number of Equity Shares) of the Company on BSE and NSE during the six calendar months preceding the date of this Bid Letter were as follows: Month BSE High* Low* Volume** July ,341 August ,726 September ,311 October ,174,255 November ,470 December ,468 Source: BSE website * Closing high / low during the period in Rupees/Share ** Cumulative trading volume during the period Month NSE High* Low* Volume** July ,123 August ,433,406 September ,379 October ,132,997 November ,886 December ,075 Source: NSE website * Closing high / low during the period in Rupees/Share ** Cumulative trading volume during the period 13

14 Determination of Floor Price 57. The Equity Shares are frequently traded on BSE and NSE within the meaning of the Explanation to Regulation 15(2) of the Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on BSE and NSE from December 2009 to May 2010 (being a period of six calendar months preceding the month in which BSE and NSE were notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered) is as under: Exchange Total No. of Equity Total No. of listed Annualised trading turnover Shares traded during EquityShares (As % of total number December 2009 to May 2010 of listed Equity Shares) BSE 5,613,218 85,284, % NSE 6,849,016 85,284, % Source: BSE website, NSE website 58. The average of the weekly high and low of the closing prices for the Equity Shares for the twenty six week period and the two week period prior to the date on which the BSE and NSE were notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered, as quoted on NSE, which is the stock exchange where the shares of the Company are most frequently traded, is as under: Particulars The average of weekly high and low of the closing prices of the Equity Shares on the NSE during the twenty six weeks preceding the date on which NSE was notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered The average of weekly high and low of the closing prices of the Equity Shares on the NSE during the two weeks preceding the date on which NSE was notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered Source: NSE website Price (in Rs. per Equity Share) Rs /- Rs /- 59. The Equity Shares are infrequently traded on CSE within the meaning of the Explanation to Regulation 15(2) of the Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on CSE during December 2009 to May 2010 (six calendar months preceding the month in which the CSE was notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered) is as under: Exchange Total No. of Equity Total No. of listed Annualised trading turnover Shares traded during EquityShares (As % of total number December 2009 to May 2010 of listed Equity Shares) CSE Nil 85,284,223 0% Source: CSE 14

15 60. Financial parameters of the Company to be taken into consideration for price calculation as per Regulation 15(3)(b) of Delisting Regulations are listed below: Financial Parameters As on Dec 31, 2009 Return on Networth (%) (1) 5.04% Book Value Per Share (Rupees) (2) Earning Per Share (Rupees) 6.24 Price to Earnings Ratio (3) P/E Multiple based on Floor Price (4) Average of the P/E multiple of companies forming part of the Chemical industry (Source: Capital Market Vol XXV/08) Notes: 1) Return on Networth is computed by dividing the Profit after Tax by Net worth for the relevant accounting period, wherein net worth is computed as sum of equity share capital and reserves and surplus (excluding revaluation reserves) 2) Book Value per Share is computed by dividing the net worth by the number of shares outstanding as at year end 3) Historical price to earnings ratio based on EPS for the year ending December 31, 2009 and price on NSE as on December 31, 2009 (Source: NSE website) 4) Calculated by dividing Floor Price of Rs /- per share by EPS for year ending December 31, The following valuation exercise has been done based on the decision of the Hon ble Supreme Court in HLL Employees Union vs. Hindustan Lever Limited (1995), 83 Com Case 30 (the HLL Judgment ) by taking into account the following methods of valuation: 1. Net Asset Value Method 2. Profit Earning Capacity Value ( PECV ) Method and 3. Market Value Method. Dec 31, 2007 Dec 31, 2008 Dec 31, 2009 Weighted Average Weights Return on Networth (%) 16.71% 7.74% 5.04% 7.88% PAT (Rs MM) Book Value per Share (Rs) Earnings per Share (Rs) PE ratio on Floor Price Price/Earnings Ratio * Source: * Capital Market Vol XXV/08 15

16 62. Computation of fair value as per the HLL Judgment is as per the parameters listed below: Method Value Weight Weighted Value Parameters (a) (b) (a) X (b) Net Asset Value PECV value Market based value Total Value per share Capitalisation rate (for PECV method) 10% Accordingly, the value of Equity Shares, as per Regulation 15(3)(b) of the Delisting Regulations is Rs /- per Equity Share. 63. In accordance with Regulation 15(2) read in conjunction with Regulation 15(3) of the Delisting Regulations, the Floor Price per Equity Share shall be the higher of the following: i) The highest price paid by the Acquirer for acquisitions of equity shares of the Company, including by way of allotment in a public or rights or preferential issue during the twenty six weeks prior to the date on which the Stock Exchanges were notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered. ii) iii) The highest of the average of the weekly high and low of the closing prices for the equity shares for the twenty six week period and the two week period prior to the date on which the Stock Exchanges were notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was considered, as quoted on the stock exchange where the shares of the Company are most frequently traded, i.e. the NSE. Price determined by taking into account financial parameters including return on net worth, book value of the shares of the Company, earning per share, price earning multiple vis-a-vis the industry average. Not Applicable Rs /- Rs /- 64. Based on the above, the Floor Price of Rs /- per Equity Share of the Company is justified in terms of Regulation 15(2) and Regulation 15(3) of the Delisting Regulations. 65. Public Shareholders may tender their Offer Shares at any time during the Bid Period (as defined in paragraph 72) and at any price at or above the Floor Price in accordance with the terms and subject to the conditions set out herein. Determination of Discovered Price and Exit Price 66. The minimum price per Equity Share (the Discovered Price ) payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum number of Offer Shares are validly tendered pursuant to a reverse book-building process in the manner as specified in Schedule II of the Delisting Regulations. 67. The Acquirer is obligated to accept the Discovered Price if it is equal to the Floor Price, but is under no obligation to accept the Discovered Price if it is higher than the Floor Price. The Acquirer may, in its sole and absolute discretion, accept the Discovered Price, if it is higher than the Floor Price, or offer a price higher than the Discovered Price for the Offer Shares (collectively the Exit Price ). If the Acquirer does not accept the Discovered Price, when it is higher than the Floor Price, or offer a price higher than the Discovered Price, the Acquirer will have no obligation to acquire the Offer Shares validly tendered in the Delisting Offer and the Delisting Offer will be withdrawn. 68. If the Acquirer decides to accept an Exit Price and make a public announcement regarding the same in terms of Regulation 18 of the Delisting Regulations (the Second Public Announcement ), the Acquirer will, subject to the conditions mentioned in paragraph 71 below, acquire all Offer Shares which have been validly tendered at prices up to 16

17 and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share purchased pursuant to the Delisting Offer. The Acquirer will not accept Offer Shares tendered at a price that exceeds the Exit Price. 69. If the Acquirer does not accept the Discovered Price, when it is higher than the Floor Price, the Acquirer will have no obligation to acquire the Offer Shares tendered in the Delisting Offer, the Delisting Offer will be withdrawn and the dematerialized Offer Shares deposited in the Special Depository Account or pledged in favour of the Manager to the Offer (as hereinafter defined) as per paragraph 80 of this Bid Letter and physical Offer Shares tendered as per paragraph 84 of this Bid Letter, will be dealt with in the manner prescribed in paragraph 97 below. 70. The Acquirer shall announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the same newspapers in which the PA has appeared, in accordance with the timetable set out in paragraph 99 of this Bid Letter. Conditions of the Delisting Offer 71. The acquisition of Offer Shares by the Acquirer and the delisting of the Equity Shares of the Company are conditional upon: a) The Acquirer deciding in its sole and absolute discretion to accept an Exit Price and making the Second Public Announcement; b) A minimum number of Offer Shares being validly tendered at prices up to or equal to the Exit Price so as to cause the shareholding of the Acquirer in the Company to reach a minimum of approximately 94.74% of the Equity Capital; and c) There being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by any regulatory/ statutory authority/body or order from a court or competent authority which would, in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding with the Delisting Offer. Dates of Opening and Closing the Bid Period 72. Public Shareholders may tender their Offer Shares (the Bids ) by submitting a Bid Form (as hereinafter defined) to the relevant Bid Centre (as hereinafter defined) during the Bid Period (as hereinafter defined). The period during which Public Shareholders may tender their Offer Shares to the Trading Member (as hereinafter defined) pursuant to the reverse book-building process (the Bid Period ) shall commence at a.m. on January 24, 2011 (the Bid Opening Date ) and close at 3.00 p.m. on January 31, 2011 (the Bid Closing Date ). 73. Bid Forms received after 3.00 p.m. on the Bid Closing Date will not be considered valid Bids and not be accepted for the purpose of determining the Discovered Price pursuant to the reverse book-building process. 74. This Bid Letter is being dispatched to only those Public Shareholders whose names appear on the register of members of the Company or the depository on the Specified Date (as stated in paragraph 99 of this Bid Letter). Details of Trading Member, Bidding Centres and Bidding Procedures 75. Public Shareholders may tender their Offer Shares through an online electronic system, the facility for which will be provided by BSE. Public Shareholders may lodge their Bids through SMC Global Securities Limited, the trading member of BSE (the Trading Member ). 76. The details of centres of the Trading Member where the Bids shall be submitted by hand delivery (the Bid Centres ) are as follows: Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number No. 1 Mumbai Dheeraj Sagar Co-operative Mr. Prabir Kumar Housing Society, Singh / Ms. Divya Opp. Goregaon Sports Club, Pramod Link Road, Malad (West), Mumbai

18 2 Mumbai 258, Perin Nariman Street, Fort, Mr. Mahesh Mumbai Chandra Joshi 3 Kolkata 18, Rabindra Sarani, Poddar Court, Mr. Nalla Nageswar Gate No. 4, 4th Floor, Rao / Mr. Sankit Kolkata Kolkata 16, India Exchange Place, Mr. Subrata Sheet nd Floor, Room no. 9, Kolkata Delhi 11/6B, Shanti Chamber, Mr. Devendra Mani Pusa Road, New Delhi Dwivedi 6 Delhi , Roots Tower, Mr. Sandeep Valiya Laxmi Nagar, District centre, Delhi Dehradun Shop no. 7,8,9 &10, Shiva Palace, Mr. Shobit Bansal / NA II Floor, Rajpur Road, 95 Dehradun Bangalore Premises 7-10, Ground Floor, Mr. V Mahesha / 35 NA Gold Tower, # 50 (Old no.98), Residency Road, Banker 25, Bangalore Pune 1st Floor, Dealing Chambers, Mr. Vedant Kabra , NA Opp. Hotel Subdhra, Near Sai Petrol Pump, J.M.Road, Pune Chennai 2A, 2nd Floor, Mookambika Mr. Murli Complex, 4 Lady Desikachari 122 Road, Mylapore, Chennai Chennai Jayam Complex, AA147, IV Floor, Mr. V. Sasi Kumar , NA III Avenue, Anna Nagar, , Chennai , Ahmedabad F/1 Satyam Complex, Mr. Hetal N Shah / / Jawahar Chowk, Maninagar, Mr. Nishit Shah 34 Ahmedabad Ahmedabad 303, R.K. House, Behind Shilp Mr. Kartik D Dave / / Building, Opp. Sharda Furniture, Mr. Chirav Shah C.G. Road, Ahmedabad Indore M-4-5-6, Mezzanine Floor, Mr. Yogesh Bagora / Commerce House Building, 7, Race Course Road, Indore , Madhya Pradesh 15 Hyderabad 206 III Floor, Above CMR Mr. Saied Mastan , Exclusive, Bhuvana Tower , S.D Road, Secunderabad, Andhra Pradesh