March 10, 2015 Tuesday

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION THIS LETTER OF OFFER ( BID LETTER ) IS BEING SENT BY PANASONIC CORPORATION(THE ACQUIRER ) TO YOU AS A SHAREHOLDER OF PANASONIC APPLIANCES INDIA COMPANY LIMITED (THE COMPANY ) IN RESPECT OF THE PROPOSED ACQUISITION AND DELISTING OF FULLY PAID-UP EQUITY SHARES OF THE COMPANY FROM THE BSE LIMITED AND MADRAS STOCK EXCHANGE LIMITED (HEREINAFTER, REFERRED TO AS 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 SUCH SALE WAS EFFECTED. BID LETTER for delisting of equity shares of the Company to the Public Shareholders of Panasonic Appliances India Company Limited Registered Office: N.H. No.5, Sholavaram Village, Ponneri Taluk, Chennai , Tamil Nadu, India from Panasonic Corporation Principal Office:1006 Oaza Kadoma, Kadoma-shi, Osaka , Japan inviting you to tender the fully paid-up equity shares of Rs. 10/- each held by you in the Company, pursuant to the reverse book building process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, Floor Price: Rs /- Indicative Price: Rs. 220/- IF YOU REQUIRE ANY CLARIFICATION IN CONNECTION WITH THIS BID LETTER, YOU SHOULD CONSULT EITHER THE MANAGER TO THE DELISTING OFFER OR THE REGISTRAR TO THE DELISTING OFFER AT THE ADDRESSES SPECIFIED BELOW: MANAGER TO THE DELISTING OFFER REGISTRAR TO THE DELISTING OFFER ICICI Securities Limited ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai Tel: Fax: project.panasonic@icicisecurities.com Contact Person: Mr. Sumit Agarwal Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (West), Mumbai Tel: Fax: paicl.delisting@linkintime.co.in Contact Person: Mr. Ganesh Mhatre NOTE: If you wish to tender your equity shares pursuant to this Bid Letter to the Acquirer, you should: Read carefully this Bid Letter and the instructions herein. Complete and sign the accompanying Bid Form and tender the same 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 13.5 of this Bid Letter) and obtained an acknowledgment of your delivery instruction or pledge instruction, as applicable, from your depository participant 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 shares held in physical form, by hand delivery to relevant Bid Centres specified in this Bid Letter during a.m. to 3.00p.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, 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West) Mumbai , India such that they are received on or before 3.00p.m. on the Bid Closing Date. FLOOR PRICE: RS /- PER FULLY PAID-UP EQUITY SHARE OF THE FACE VALUE OF RS. 10/- EACH INDICATIVE PRICE: RS. 220/- PER FULLY PAID-UP EQUITY SHARE OF THE FACE VALUE OF RS. 10/- EACH Activity Date 1 Day Resolution by way of postal ballot by shareholders of the Company December 5, 2014 Friday Publication of Public Announcement by the Acquirer January 17, 2015 Saturday Specified Date 2 January 23, 2015 Friday Dispatch of Bid Letters / Bid Forms to Public Shareholders January 30, 2015 Friday Bid Opening Date (10.00 a.m.) February 16, 2015 Monday Last date for upward revision or withdrawal of Bids February 20, 2015 Friday Bid Closing Date (3.00 p.m.) February 23, 2015 Monday Last date for Public Announcement of Discovered Price/ Exit Price and Acquirer s acceptance/ March 05, 2015 Thursday rejection of Discovered Price/ Exit Price Last date for payment of consideration in case of successful Delisting Offer 3 March 10, 2015 Tuesday Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer March 10, 2015 Tuesday 1. All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals and is also dependent upon change in the Delisting Regulations, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of a public announcement in the same newspapers where the Public Announcement has been issued. 2. Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom Bid Letters 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. 3. 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 LETTER OF OFFER TABLE OF CONTENTS S. No. Particulars Page No. 1 BACKGROUND OF THE DELISTING OFFER 4 2 INFORMATION ON THE ACQUIRER 5 3 OBJECTIVE OF DELISTING 5 4 INFORMATION ON THE COMPANY 5 5 STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED 6 6 STOCK MARKET DATA 6 7 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 7 8 LIKELY POST DELISTING CAPITAL STRUCTURE 7 9 DETERMINATION OF THE FLOOR PRICE 7 10 DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE 8 11 CONDITIONS TO THE DELISTING OFFER 8 12 DATES OF OPENING AND CLOSING OF THE BID PERIOD 8 13 PROCEDURE FOR BIDDING 9 14 PROCEDURE FOR SETTLEMENT PROPOSED TIMETABLE FOR THE DELISTING OFFER DETAILS OF THE ESCROW AMOUNT STATUTORY AND REGULATORY APPROVALS TAX DEDUCTED AT SOURCE COMPLIANCE OFFICER BSE DISCLAIMERS CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY GENERAL DISCLAIMERS 15 2

3 PANASONIC APPLIANCES INDIA COMPANY LIMITED KEY DEFINITIONS S. No. Term Definition 1 Acquirer Panasonic Corporation, a body corporate duly incorporated under the laws of Japan 2 Bid Offer by a Public Shareholder to tender his/her/its Offer Shares by submitting a Bid Form at the relevant Bid Centre during the Bid Period in accordance with this Bid Letter 3 Bid Centres The centres specified in paragraph 13.2 of this Bid Letter for the submission of Bid Forms 4 Bid Closing Date February 23, 2015 being the last date of the Bid Period 5 Bid Form Bid form as enclosed with this Bid Letter and specifically marked as Bid Form 6 Bid Opening Date February 16, 2015 being the date on which the Bid Period commences 7 Bid Period Period commencing at a.m. on Bid Opening Date to 3.00 p.m. on Bid Closing Date i.e a.m. on February 16, 2015 to 3.00 p.m. on February 23, 2015, both days inclusive 8 BSE BSE Limited 9 Company Panasonic Appliances India Company Limited 10 Delisting Offer The proposed acquisition by the Acquirer of fully paid-up equity shares of the Company held by the Public Shareholders and delisting of the equity shares of the Company from the BSE and MSE in accordance with the Delisting Regulations, the Public Announcement and this Bid Letter 11 Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, Discovered Price The price at which the maximum number of Offer Shares are tendered by the Public Shareholders pursuant to the reverse book-building process in accordance with the Delisting Regulations, being the minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Delisting Offer 13 Equity Capital Paid-up equity share capital of the Company 14 Equity Shares Fully paid-up equity shares of the Company having face value of Rs. 10/- each 15 Escrow Amount The amount required to be maintained in escrow by the Acquirer in accordance with Regulation 11 of the Delisting Regulations, details of which are set out in paragraph 16 of this Bid Letter 16 Exit Price The price finally accepted and offered by the Acquirer to the Public Shareholders (which may be the Discovered Price or a price higher than the Discovered Price) 17 Floor Price The price of Rs /- per Offer Share determined in accordance with the Delisting Regulations 18 Indicative Price The price of Rs. 220/- per Equity Share at which the Acquirer indicated its willingness to acquire the Offer Shares tendered pursuant to the Delisting Offer 19 IT Act Income Tax Act, MSE Madras Stock Exchange Limited 21 Manager to the Delisting Offer ICICI Securities Limited 22 NSE National Stock Exchange of India Limited 23 Offer Shares 2,534,894 Equity Shares, representing 25.78% of the Equity Capital, held by the Public Shareholders 24 Public Announcement Public Announcement of the Delisting Offer published by the Acquirer on January 17, 2015, in Economic Times, Financial Express, Jansatta, Makkal Kural and Mumbai Lakshadeep 25 Public Shareholders All the shareholders of the Company other than the Acquirer 26 RBI Reserve Bank of India 27 Registrar to the Delisting Offer Link Intime India Private Limited 28 SEBI Securities and Exchange Board of India 29 Special Depository Account The account of the Manager to the Delisting Offer to which the Offer Shares must be credited or pledged prior to submission of Bids by Public Shareholders, details of which are set out in paragraph 13.5 of this Bid Letter 30 Specified Date January 23, Stock Exchanges BSE and MSE 32 TDS or withholding tax Tax Deduction at Source 33 Trading Member SMC Global Securities Limited Note: All capitalised terms used in this Bid Letter, but not otherwise defined herein, shall have the same meaning as ascribed to them in the Delisting Regulations. 3

4 LETTER OF OFFER Dear Shareholder, INVITATION TO TENDER EQUITY SHARES HELD BY YOU IN THE COMPANY 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 Public Announcement and in accordance with the Delisting Regulations. 1. BACKGROUND OF THE DELISTING OFFER 1.1 The Company is a public limited company incorporated under the Indian Companies Act, 1956, having its registered office at N.H. No.5, Sholavaram Village, Ponneri Taluk, Chennai , Tamil Nadu, India. The paid-up equity share capital of the Company ( Equity Capital ) comprises of 9,832,000 fully paid-up equity shares having face value of Rs. 10/- each ( Equity Shares ). The Equity Shares are listed on the BSE and MSE (together referred to as Stock Exchanges ) and the Company has permission to trade on the NSE. The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, The Acquirer is a company incorporated and registered under the laws of Japan having its principal office at1006 Oaza Kadoma, Kadoma-shi, Osaka , Japan. Acquirer, being an existing promoter of the Company, currently holds 7,297,106 Equity Shares as on date of the Public Announcement representing 74.22% of the paid up Equity Capital. 1.3 The Acquirer is dispatching this Bid Letter to the Public Shareholders to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, the Offer Shares. Consequent to the Delisting Offer and upon the total shareholding of the Acquirer and the other promoters of the Company, if any, reaching a minimum of 90% of the Equity Capital and fulfilment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE and MSE in accordance with the Delisting Regulations. 1.4 On October 17, 2014, Acquirer intimated its intention to make the Delisting Offer to the Company and requested the board of directors of the Company to convene a meeting to consider the proposal of delisting, to place the proposal of delisting before the shareholders of the Company for their consideration and approval by a special resolution passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the BSE and MSE for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations. 1.5 The board of directors of the Company vide its resolution dated October 18, 2014 approved the proposal received from the Acquirer to initiate the Delisting Offer in accordance with the provisions of the Delisting Regulations, subject to applicable law, approval of the shareholders of the Company and in-principle approval of the BSE and MSE. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on December 05, 2014, and notified to BSE and MSE on December 05, 2014 approving the proposed delisting of the Equity Shares from the BSE and MSE and withdrawal of trading permission with the NSE in accordance with the Delisting Regulations. The votes cast by Public Shareholders in favour of the Delisting Offer were 1,048,164 being more than two times the number of votes cast by the Public Shareholders against it, i.e. 14,424. The BSE has issued its in-principle approval for the Delisting Offer, subject to compliance with the Delisting Regulations, vide letter dated December 22, The MSE has also issued its inprinciple approval for the Delisting Offer, subject to (i) compliance with the Delisting Regulations; (ii) receipt of statutory and other approvals; (iii) payment of fees as may be prescribed from time to time; (iv) compliance of Companies Act, 2013 and other applicable laws; and (v) submission of necessary documents as required by MSE, vide letter dated December 19, The Acquirer has published a Public Announcement ( Public Announcement ) for the Public Shareholders on January 17, 2015, in the following newspapers in accordance with Regulation 10(1) of the Delisting Regulations: Newspaper Language Editions Economic Times English All Financial Express English All Jansatta Hindi All Makkal Kural Tamil Chennai Mumbai Lakshadeep Marathi Mumbai 1.7 Modifications to the Public Announcement, if any, will be notified by issuing a corrigendum in all of the aforementioned newspapers. 1.8 The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 11 of this Bid Letter. 1.9 The Acquirer has appointed ICICI Securities Limited having its office at H.T. Parekh Marg, Churchgate, Mumbai as the manager of the Delisting Offer ( Manager to the Delisting Offer ). 4

5 2. INFORMATION ON THE ACQUIRER PANASONIC APPLIANCES INDIA COMPANY LIMITED 2.1 The Acquirer is incorporated under the laws of Japan having its principal office at 1006 Oaza Kadoma, Kadoma-shi, Osaka , Japan. The Acquirer is inter-alia engaged in the business of a variety of consumer and industrial electronics products including kitchen appliances, e.g. rice cookers and mixer grinders. 2.2 The paid-up share capital of the Acquirer as on date of this Bid Letter is Japanese Yen 258,740,486,073 consisting of 2,453,053,497 shares. 2.3 A brief summary of the standalone audited financials of the Acquirer for the years ended March 31, 2012, March 31, 2013 and March 31, 2014 being the last three financial years for which audited financials are available for the Acquirer, is provided below. For the financial year ended March 31 (audited) (in Million Japanese Yen) Total Sales 3,872,416 3,916,950 4,084,606 Gross Profit 784, , ,397 Profit before tax (528,321) (622,063) (5,266) Profit after tax (527,004) (659,372) (25,941) Earnings per Share (JPY) (227.93) (285.23) (11.22) Share Capital 258, , ,740 Retained Earnings 1,058, , ,957 Property, Plant and Equipment 573, , ,632 Net Current Assets (781,617) (853,420) (551,548) Net Worth 1,644, , ,585 Return on Net Worth (%) (32.05) (67.18) (2.72) 3. OBJECTIVE OF DELISTING 3.1 The objective of the Acquirer of the Delisting Offer is (i) to increase ownership in the Company, which will provide the Acquirer with increased operational flexibility to support the Company s business; and (ii) to provide an exit opportunity to the Public Shareholders. 3.2 Accordingly, the Acquirer is making this Delisting Offer to the Public Shareholders to acquire the Offer Shares constituting 25.78% of the Equity Shares and to voluntary delist the Equity Shares from the Stock Exchanges. 4. INFORMATION ON THE COMPANY 4.1 The Company is a public limited company incorporated under the Indian Companies Act, 1956 having its registered office at N.H. No.5, Sholavaram Village, Ponneri Taluk, Chennai , Tamil Nadu, India having corporate identity number: L30007TN1988PLC The Equity Shares are listed on the BSE and MSE. The Equity Shares of the Company are permitted to trade on the NSE. The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, The Company is engaged in the business of manufacture and sale of mixer grinder and electric rice cooker across India. 4.3 The Company was originally incorporated on September 9, 1988, in the name of Indo Matsushita Appliances Company Limited, under the Indian Companies Act, Subsequently, its name was changed to Panasonic Appliances India Company Limited with effect from June 29, A brief summary of the audited financial statements of the Company for the financial years ended 2012, 2013 and 2014, and half year ended September 30, 2014 is provided below. For the financial year ended March 31(audited) (in Rs. Million) For half year ended September 30, Net Sales 1, , , , Other income Total Sales 1, , , , Profit before interest, depreciation and tax (58.77) (45.49)

6 LETTER OF OFFER For the financial year ended March 31(audited) (in Rs. Million) For half year ended September 30, Profit before tax (127.41) (114.39) (34.37) Profit after tax (127.70) (114.06) (34.31) Basic Earnings per Share (Rs.) (14.90) (12.12) (3.58) 1.45 Diluted Earnings per Share (Rs.) (14.90) (11.93) (3.49) 1.45 Paid-up Share Capital Net Fixed Assets (including CWIP) Net Current Assets (149.14) (180.39) (204.96) (205.97) Net Worth Source: Audited financials of the Company for the financial year ended on March 31, 2014, March 31, 2013 and March 31, 2012, and Unaudited financial statements for the period April 01, 2014 to September 30, 2014 Further information about the Company may be obtained from its website 5. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED 5.1 The Equity Shares are presently listed on the BSE and MSE. Further, the Equity Shares are permitted to trade on the NSE. The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, The Acquirer is seeking to delist the Equity Shares from the BSE and MSE. 6. STOCK MARKET DATA 6.1 The high, low and average prices of the Equity Shares (in Indian Rupees per share) on BSE and NSE during the preceding three calendar years were as follows: Calendar Year BSE NSE*** High* (Rs.) Low* (Rs.) Average** (Rs.) High* (Rs.) Low * (Rs.) Average** (Rs.) Source: *Closing high/low during the period **Average of daily closing prices during the period Note *** Equity Shares were permitted to trade on NSE with effect from January 8, 2010.The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, There was no trading in Equity Shares on MSE during the preceding three calendar years. 6.2 The monthly high and low prices of the Equity Shares (in Indian Rupees per share) and the trading volume (number of Equity Shares) on BSE and NSE for the six calendar months immediately preceding the date of the Public Announcement were as follows: Calendar Year BSE NSE High* (Rs.) Low* (Rs.) Total Volume** High* (Rs.) Low* (Rs.) Total Volume** July , ,284 August , ,376 September , ,089 October , ,115,799 November , ,990 December , ,932 Source: *Closing high/low during the period **Monthly trading volume There was no trading in Equity Shares on MSE during the six calendar months preceding the date of this Bid Letter. 6

7 7. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN PANASONIC APPLIANCES INDIA COMPANY LIMITED 7.1 The authorized share capital of the Company is Rs. 130,000,000/- comprising of 13,000,000 Equity Shares of Rs. 10/- each. 7.2 As on the date of the Public Announcement, the Company had no outstanding preference shares, partly paid-up shares, convertible instruments, or stock options. None of the Equity Shares are subject to any lock-in requirements. 7.3 The shareholding pattern of the Company, as on January 16, 2015 is as under: Shareholder(s) No. of Equity Shares % of Equity Capital Acquirer 7,297, Public Shareholders 2,534, TOTAL 9,832, % 7.4 Other than the shareholding mentioned herein, neither the Acquirer nor any other promoter or any of their respective directors hold any Equity Shares, as on the date of the Public Announcement. 8. LIKELY POST DELISTING CAPITAL STRUCTURE 8.1 The likely post-delisting capital structure of the Company, assuming that all Equity Shares outstanding with the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows: Shareholder(s) No. of Equity Shares % of Equity Capital Acquirer 9,832, % TOTAL 9,832, % 9. DETERMINATION OF THE FLOOR PRICE 9.1 The Acquirer proposes to acquire the Offer Shares of the Company pursuant to a reverse book-building process conducted in accordance with the terms of the Delisting Regulations. 9.2 The decision of the meeting of the board of directors of the Company held for considering the Delisting Offer was notified to BSE and MSE on October 18, As per the trading data, the Equity Shares are frequently traded on BSE and NSE, and infrequently traded on MSE, and hence the floor price has been determined in terms of Regulation 15(2) of the Delisting Regulations. 9.4 In accordance with Regulation 15 (2)(a) of the Delisting Regulations, the average of the weekly high and low of the closing prices of the Equity Shares during the twenty six weeks or two weeks preceding the date on which the Stock Exchanges were notified of the board meeting in which the delisting proposal was considered (i.e. October 18, 2014), whichever is higher, as quoted on BSE (being the stock exchange on which the equity shares of the Company are most frequently traded) provides a price of Rs /- per Equity Share. 9.5 Further M/s S.S. Kothari Mehta & Co., Chartered Accountants, having its office at , Tribhuvan Complex, Ishwar Nagar, Mathura Road, New Delhi ( Appointed Valuer ) was appointed to conduct a valuation of the Company in accordance with the relevant regulations of the Delisting Regulations. The Appointed Valuer, by its valuation report dated October 21, 2014 (the Valuation Report ) has determined the floor price for the Delisting Offer based on Regulation 15(2) (a), 15(2)(b), 15(2)(c) and 15(3) of the Delisting Regulations. 9.6 As per the Valuation Report the price per Equity Share calculated in accordance with Regulation 15(2)(a) of the Delisting Regulations is Rs /-. Further, as per the Valuation Report the price per Equity Share calculated in accordance with Regulation 15(2)(b) and 15(3) of the Delisting Regulations is Rs /-, which was the price per Equity Share paid by the Acquirer for acquisition of Equity Shares from the Indian promoters of the Company on October 17, 2014.The price of Rs /- calculated in accordance with Regulation 15(2)(a)of the Delisting Regulations is higher than the price per Equity Share paid by the Acquirer for the acquisition of the Equity Shares from the Indian promoters of the Company, i.e. Rs / Accordingly the Acquirer, in consultation with Manager to the Delisting Offer has considered the floor price of Rs /- contained in the Valuation Report. 9.8 Therefore, in accordance with the applicable provisions of Regulation 15 (2)(c) of the Delisting Regulations, the floor price for the Equity Shares was determined by the Acquirer to be Rs /- per Equity Share ( Floor Price ).The Floor Price has been communicated to the Stock Exchanges vide letter dated October 24, The Floor Price should in no way be construed as a ceiling or maximum price for the purposes of acquisition under the reverse book-building process and the Public Shareholders are free to tender their Equity Shares at any price higher than the Floor Price in accordance with the Delisting Regulations. 7

8 LETTER OF OFFER 10. DETERMINATION OF DISCOVERED PRICE AND EXIT PRICE 10.1 All Public Shareholders can tender Offer Shares of the Company during the Bid Period (as hereinafter defined) as set out in paragraph 12 of this Bid Letter The Discovered Price payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, in accordance with the Delisting Regulations, shall be the price at which the maximum number of Offer Shares are tendered pursuant to a reverse book-building process in the manner as specified in Schedule II of the Delisting Regulations The Acquirer has vide their letter dated January 13, 2015 informed the Board of Directors of the Company that after considering the prevailing market conditions, the Acquirer is willing to accept Equity Shares tendered in the Delisting Offer at a price of Rs. 220 per equity share ( Indicative Offer Price ) even though (a) it may not be reflective of the business fundamentals of the Company and (b) it is at a significant premium over Rs 157.5, the price at which the shares from Reddy group (co-promoter of the Company) were acquired on October 17, The Acquirer believes that the indicative price of Rs 220 per Equity Share offers a reasonable exit opportunity to the minority public shareholders of the Company, however the public shareholders are free to tender their Equity Shares at any price in accordance with the SEBI Delisting Regulations and the Indicative Offer Price should in no way be construed as (i) a commitment by the Acquirer to accept the Equity Shares tendered in the delisting offer if the discovered price (price at which maximum Equity Shares have been tendered in the reverse book building process) is less than the Indicative Offer Price; or (ii) an obligation on the Acquirer to pay the Indicative Offer Price in the event the discovered price is lower than the Indicative Offer Price; or (iii) any restriction on the ability of the Acquirer to acquire Equity Shares at a price other than the Indicative Offer Price 10.5 The Acquirer may, in its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirer is referred to in this Bid Letter as the exit price (the Exit Price ). The Acquirer is under no obligation to accept the Discovered Price or to offer a price higher than the Discovered Price If the Acquirer accepts or offers an Exit Price, the Acquirer will acquire all Offer Shares which have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share. The Acquirer will not accept Offer Shares offered at a price that exceeds the Exit Price If the Acquirer does not accept the Discovered 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 Delisting Offer as per paragraph 13.6 of this Bid Letter and physical Offer Shares tendered as per paragraph 13.9 of this Bid Letter, will be returned to the relevant Public Shareholders within 10 working days from the Bid Closing Date, as stipulated under the Delisting Regulations. 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 Public Announcement has appeared, in accordance with the timetable set out in this Bid Letter. 11. CONDITIONS TO THE DELISTING OFFER 11.1 The acquisition of Offer Shares by the Acquirer and the Delisting Offer are conditional upon: (a) (b) (c) (d) The Acquirer deciding in its sole and absolute discretion to accept the Discovered Price or offer the Exit Price; A minimum number of Offer Shares being tendered at or below the Exit Price so as to cause the shareholding of the Acquirer in the Company to reach a minimum of 90% of the Equity Capital; The Acquirer obtaining all statutory and regulatory approvals, as stated in paragraph 17 of this Bid Letter; and 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, provided that withdrawal on this account shall be subject to the receipt of regulatory approvals, if any, required for the same. 12. DATES OF OPENING AND CLOSING OF THE BID PERIOD 12.1 Public Shareholders may offer their Offer Shares by submitting a Bid Form to the relevant Bid Centre during the Bid Period (as hereinafter defined) ( Bids ). The period during which Public Shareholders may tender their Offer Shares to the Acquirer pursuant to the reverse book-building process (the Bid Period ) shall commence at a.m. on February 16, 2015 (the Bid Opening Date ) and close at 3.00p.m. on February 23, 2015 (the Bid Closing Date ) Bid Forms received after 3.00p.m. on the Bid Closing Date will not be considered valid Bids and not be accepted for the purpose of determining the Discovered Price payable for the Offer Shares by the Acquirer pursuant to the reverse bookbuilding process. 8

9 PANASONIC APPLIANCES INDIA COMPANY LIMITED 12.3 This Bid Letter inviting Public Shareholders to tender their Offer Shares to the Acquirer by way of submission of Bids, containing the necessary forms and detailed instructions for submitting Bids is dispatched to all Public Shareholders as per the timetable provided in paragraph 15 of this Bid Letter. The Bid Letter is 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 15 of this Bid Letter) In the event some Public Shareholders do not receive, or misplace their Bid Letters, they may obtain a copy by writing to Link Intime India Private Limited(the Registrar to the Delisting Offer ) at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai , Maharashtra, India, clearly marking the envelope Panasonic Appliances India- Delisting Offer. Alternatively, Public Shareholders may obtain copies of Bid Forms (as hereinafter defined) at the Bid Centres (as hereinafter defined) or may obtain a soft copy of the Bid Letter by making a request at paicl.delisting@linkintime. co.in. 13. PROCEDURE FOR BIDDING 13.1 The reverse book-building process shall be made available through the electronic system provided by BSE. Public Shareholders must submit their Bids through SMC Global Securities Limited ( Trading Member ) The details of the bidding centres including centres of the Trading Member ( Bid Centres ) where the Bids would be accepted are as follows: Sr. No. Bid Centre/ City Address of the Trading Member Contact Person Contact Details 1 Ahmedabad 10/A, Kalapurnam Building, Near Municipal Mr. Nishit Shah / 13 Market, C. G. Road, Ahmedabad Bangalore No. 2003/2, 2nd Floor Omkar, Indiranagar, 100 Mr. Syama Lendu Feet Road, HAL 2nd Stage, Above TATA Docomo Patro /34, /86 office, Bangalore Chennai Salzburg Square, Flat No. 1, III 3rd Floor, Door No. Mr. V Murali / , Harrington Road, Chetpet, Chennai Coimbatore No52, 8 Street, Tatabad, Coimbatore Mr. Sampath Kumar V / Ernakulam DD Vyapar Bhavan, Door No.212, 2 nd Floor, KP Mr. Sushil Vijoy / Vallon Road, Kadavanthara, Ernakulam Arora Guwahati Siddharth Bhavan, A T Road, Near Lewis Furniture Mr. Uttam Pradhan / Showroom, Shantipur, Guwahati Mr. Sanjay 7 Hyderabad 206, 2nd Floor, Above CMR Exclusive, Bhuvana Mr. B Parveen Kumar /627 Towers, S.D. Road, Secundarabad Indore 207-A, Kanchan Sagar Building, Old Palasia, Near Mr. Hitesh Kumrawat Industry House, Indore Jaipur 305-B, IIIrd Floor, Shyam Anukampa Complex, Mr. Ranvijay Rai/ Mr. Opp. HDFC Bank, Ashok Marg, Ahinsa Circle, Anil Bansal C-Scheme, Jaipur Jamnagar Madhav Complex, 210 2nd Floor, P. N. Marg, Mr. Viren Opp. DKV College, Jamnagar Rajnikantbhai Vichhi 11 Kolkata 18, Rabindra Sarani, Poddar Court Gate no. 4, 5 th Floor, Kolkata Madurai Door no.114, Vanithabeehive building 2nd floor, opposite to simmakkal bus stop, vakkil new street, Madurai Mumbai 258, 1st Floor, Perin Nariman Street, Near to Union Bank, Fort Mumbai Mumbai 1st Floor, Dheeraj Sagar, Opp Goregaon Sports Club, Link Road, Malad (West), Mumbai / 255/ , Mr. Sanket Bera / 36 Mr. Umashankar / 84, , , Mr. Sachin Sawant Mr. Palash Mehta / Mrs. Divya Pramod Extn : 1632 /

10 LETTER OF OFFER Sr. Bid Centre/ Address of the Trading Member Contact Person Contact Details No. City 15 New Delhi 11/6B, Shanti Chamber, Pusa Road, New Delhi Mr. Devendra Mani Dwivedi / Pune 3 rd Floor, 1206/4B, Durga Shankar Building, Mr. Manoj Sadhankar /14, Behind Shubham Hotel, Beside Ketan Medical, J.M. Road, Pune Rajkot 401, 4 th Floor, Star Chamber, Harihar Chowk, Mr. Sanjay Doshi Panchnath Main Road, Rajkot /82/79 18 Surat , Sakar -1, Shopping Complex, Opp. Raj Mr. Premal Desai / Empire, Bhatar Road, Surat /15/ Thane Office No. 2, 1 st Floor, Sameer Arcade, Opp. Mr. Suresh Kataria / Saraswat Bank, Jambli Naka, Thane Vadodara A 41, Greenland Society, Opp. Pratham Complex, ISKCON Temple Road, Gotri Road, Vadoadara Vijayawada D.No: A, Second road, Plot no- 16, Kankadurga Officer colony, Vijaywada Mr. Brijesh Gohil , /93/95, Mr. Satynarayana Rao , Public Shareholders may submit their Bids by completing the bid forms accompanying their Bid Letters ( Bid Forms ) and submitting these Bid Forms to the Trading Member at any of the Bid Centres set out above by hand delivery on or before 3.00 p.m. on the Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centres during the following hours: a.m. to 3.00p.m. on or before the Bid Closing Date. Public Shareholders must enclose the documents mentioned in paragraphs 13.6 and 13.9 of this Bid Letter with the Bid Form and the envelope should be marked Panasonic Appliances India- Delisting Offer Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid Centres are located) may also submit their Bid Forms by registered post or courier (at their own risk and cost), clearly marking the envelope Panasonic Appliances India- Delisting Offer, so as to ensure that their Bid Forms are delivered to: SMC Global Securities Limited, 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West) Mumbai , India on or before 3.00p.m. on the Bid Closing Date. If duly filled Bid Forms arrive before the Bid Period opens on February 16, 2015, the Bid will still be valid; however, the Trading Member will not submit the Bid until the commencement of the Bid Period. The Bid Forms should not be dispatched to the Acquirer, the Company, the Manager to the Delisting Offer or the Registrar to the Delisting Offer under any circumstances The Manager to the Delisting Offer has opened two special depository account with the Registrar to the Delisting Offer (the Special Depository Account ), details of which are as follows: Special Depository Account Name LIIPL PANASONIC APPLIANCES DELISTING OFFER ESCROW DEMAT ACCOUNT Depository NSDL Depository Participant VENTURA SECURITIES LIMITED DP Identification Number IN Client Identification Number Special Depository Account Name M/s PANASONIC APPLIANCES INDIA COMPANY LTD - DELISTING ACCOUNT Depository CDSL Depository Participant LKP SECURITIES LIMITED DP Identification Number Client Identification Number In order for Bid Forms to be valid, Public Shareholders, who hold Equity Shares in dematerialised form, should transfer their Offer Shares from their respective depository accounts to the Special Depository Account prior to the submission of their Bid, and enclose a photocopy of the delivery instruction to their depository participant, duly acknowledged by such depository participant, along with the Bid Form. Alternatively, Public Shareholders who hold Equity Shares in dematerialised form, may mark a pledge for their Offer Shares to the Manager to the Delisting Offer in favour of the Special Depository Account prior to the submission of their Bids, enclosing a photocopy of the pledge instructions to their depository participants with the due acknowledgment of such depository participant.

11 PANASONIC APPLIANCES INDIA COMPANY LIMITED 13.7 All transfers should be in off-market mode. Multiple Bids from the same depository account are liable to be rejected It is the sole responsibility of the Public Shareholders to ensure that their Offer Shares are credited or pledged to the Special Depository Account and their Bids reach one of the Bid Centres on or before 3.00 p.m. on the Bid Closing Date In order for Bid Forms to be valid, (i) unregistered Public Shareholders who hold Offer Shares in physical form, must have submitted the Bid Form along with the original contract note issued by a registered share broker of a recognized stock exchange through whom such Equity Shares were acquired, share certificate(s) and transfer deed(s) duly signed, and (ii) registered Public Shareholders who hold Offer Shares in physical form, must have submitted the Bid Form along with the original share certificate(s) and transfer deed(s) duly signed. In each case, the Public Shareholders must submit the relevant documents either by hand delivery or by registered post or by courier such that these are received by the Trading Member at SMC Global Securities Limited, 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West) Mumbai , India before 3.00 p.m. on the Bid Closing Date. The Trading Member will, after entering the Bids on the system, send them to the Company or the share transfer agent for confirming their genuineness. Those share certificates that are found to be genuine by the Company or the share transfer agent, as the case may be, will be delivered to the Manager to the Delisting Offer. The Bids in respect of the share certificates which are found to be not genuine, as communicated to the Trading Member by the Company or the share transfer agent, shall be deleted from the system The Manager to the Delisting Offer will hold in trust the Offer Shares deposited in the Special Depository Account or pledged to the Manager to the Delisting Offer in accordance with paragraphs 13.5 and 13.6 above, as well as the share certificate(s) and transfer deed(s) delivered to the Manager to the Delisting Offer in accordance with paragraph 13.9 above, until the Acquirer completes its obligations under the Delisting Offer in accordance with the Delisting Regulations The ISIN for the Equity Shares is INE841C It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory) if any, prior to tendering in the Delisting Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable. On receipt of the Offer Shares in the Special Depository Account, the Acquirer shall assume that the Public Shareholders have submitted their Bids only after obtaining all applicable approvals, if any. In any case, the Acquirer reserves the right to reject those Bids which are submitted without attaching a copy of such required approvals The Offer Shares to be acquired under this Delisting Offer are to be acquired free from all liens, charges and encumbrances and together with all rights attached thereto. Offer Shares that are subject to any liens, charges, or encumbrances are liable to be rejected Clause 5 of Schedule II of the Delisting Regulations provides that Public Shareholders, who have tendered their Offer Shares by submitting Bids pursuant to the terms of the Public Announcement and this Bid Letter, may withdraw or revise their Bids upwards not later than 1 day before the Bid Closing Date. Downward revision of the Bids is not permitted. Any such request for revision or withdrawal of the Bids can only be exercised by submitting the Form of Withdrawal or Form of Revision respectively so as to reach the Trading Member at SMC Global Securities Limited, 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (West) Mumbai , India on or before 3.00 p.m. as on 1 day prior to the Bid Closing Date. Please note that the Form of Withdrawal and/or Form of Revision will not be accepted at other Bid Centres. 14. PROCEDURE FOR SETTLEMENT 14.1 If the Acquirer accepts the Discovered Price or offers the Exit Price and all other conditions attaching to the Delisting Offer are satisfied, the Acquirer shall acquire all Offer Shares that have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share, subject to applicable taxes as described in paragraph 18 of this Bid Letter. For this purpose, Acquirer will, immediately on ascertaining success of the Delisting Offer, open a special account and transfer thereto, the entire amount due and payable as consideration in respect of the Offer Shares tendered in the Delisting Offer at or below the Exit Price, from the Escrow Amount (as hereinafter defined) All the Public Shareholders whose bids are verified to be genuine in accordance with the Delisting Regulations shall be paid the Exit Price stated in the Public Announcement within 10 working days from Bid Closing Date (i.e. by March 10, 2015) by way demand drafts/ electronic payments. All demand drafts electronic payments will be drawn in the name of the first holder in case of joint holders of Equity Shares Additionally, if and once the Equity Shares have been delisted, all Public Shareholders whose Offer Shares have not been acquired by the Acquirer may offer their Offer Shares to the Acquirer at the Exit Price up to a period of 1 year following the date of the delisting. Such Public Shareholders may offer their Offer Shares by submitting the required documents to the Registrar to the Delisting Offer within the stipulated time. 11

12 LETTER OF OFFER 14.4 If the Acquirer does not accept or offer an Exit Price, all Offer Shares deposited in the Special Depository Account or pledged with or delivered to the Manager to the Delisting Offer in accordance with paragraphs 13.6 and 13.9 of the Bid Letter, shall be returned/released from pledge as soon as is practicable but not later than 10 working days from the Bid Closing Date (i.e. by March 10, 2015), to the relevant Public Shareholders Share certificates from any invalid Bid, will be dispatched to the relevant Public Shareholder by registered post, at such shareholder s sole risk. Equity Shares held in dematerialized form for any invalid Bid will be credited back to the respective depository account with the respective depository participants as per the details furnished by the relevant Public Shareholder in the Bid Forms. 15. PROPOSED TIMETABLE FOR THE DELISTING OFFER 15.1 The proposed timetable for the Delisting Offer is as follows: Activity Date 1 Day Publication of Public Announcement by the Acquirer January 17, 2015 Saturday Specified Date 2 January 23, 2015 Friday Dispatch of Bid Letter/ Bid Forms to Public Shareholders January 30, 2015 Friday Bid Opening Date (10.00 a.m.) February 16, 2015 Monday Last date for upward revision or withdrawal of Bids February 20, 2015 Friday Bid Closing Date (3.00 p.m.) February 23, 2015 Monday Public Announcement of Discovered Price/ Exit Price and the Acquirer s March 05, 2015 Thursday acceptance/ rejection of Discovered Price/ Exit Price Last date for payment of consideration in case of successful delisting offer 3 March 10, 2015 Tuesday Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer March 10, 2015 Tuesday 1. All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals and is also dependent upon change in the Delisting Regulations, as may be applicable. Changes to the proposed timetable, if any, will be notified to Public Shareholders by way of a public announcement in the same newspapers where the Public Announcement was issued. 2. Specified date is only for the purpose of determining the names of the Public Shareholders as on such date to whom bid letters 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. 3. 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. 16. DETAILS OF THE ESCROW AMOUNT 16.1 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. 2,534,894 Equity Shares, is Rs. 424,974,980/- (as may be increased from time to time, the Escrow Amount ) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer, the Manager to the Delisting Offer and ICICI Bank Limited, acting through its branch at ICICI Bank, Capital Market Division, 122, 1st Floor, Mistry Bhavan, Dinshaw Vaccha Road, Backbay Reclamation, Churchgate, Mumbai Maharashtra, India (the Escrow Bank ), have entered into an escrow agreement dated December 09, 2014, pursuant to which the Acquirer has opened an escrow account number in the name of PANASONIC DELISTING ESCROW ACCOUNT, with the Escrow Bank (the Escrow Account ), and the Escrow Amount has been deposited in the Escrow Account. The Manager to the Delisting Offer has been duly authorized to operate the Escrow Account in accordance with the Delisting Regulations In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, upon determination of Exit Price and making of public announcement under Regulation 18 of the Delisting Regulations accepting the Exit Price, the Acquirer will forthwith increase the Escrow Amount by such additional sum (in the form of cash or bank guarantee) as may be sufficient to make up the entire sum due and payable as consideration in respect of the Offer Shares. In the event of default by the Acquirer in fulfilling its obligations under the Delisting Regulations, the Manager to the Delisting Offer has been authorised to realise the value of the Escrow Amount, as per the provisions of the Delisting Regulations. 12

13 17. STATUTORY AND REGULATORY APPROVALS PANASONIC APPLIANCES INDIA COMPANY LIMITED 17.1 The shareholders of the Company have accorded their consent by way of special resolution passed through postal ballot, results of which were declared on December 05, 2014, in respect of delisting of Equity Shares from the BSE and MSE and withdrawal of trading permission with the NSE, in accordance with the Delisting Regulations BSE and MSE have given their in-principle approvals for delisting of the Equity Shares vide their letters dated December 22, 2014 and December 19, 2014 respectively The Acquirer vide its letter dated November 11, 2014 had applied to the Reserve Bank of India ( RBI ) for obtaining approval for acquiring up to 25.78% of the Equity Capital comprising of 2,534,894Equity Shares from the Public Shareholders: (a) (b) (c) (d) that are overseas corporate bodies; who are non-resident Indians; that are persons resident in India, in the event the final price determined in accordance with the Delisting Regulations is not in compliance with the pricing guidelines specified by the RBI; and who are non-resident Indians and foreign institutional investors (purchased under the portfolio investment scheme route) As provided above, the Acquirer is in the process of obtaining the approval of the RBI for the Delisting Offer and the Delisting Offer shall be subject to compliance with conditions, if any, stated therein. In response to the above application the RBI vide its letter dated December 24, 2014, inter-alia,has advised to refer to A.P. (DIR Series) Circular No. 43 dated November 4, 2011 ( RBI Circular ) regarding applicability of pricing guidelines for transfer of shares from resident to non-resident. As per the RBI Circular, the RBI approval for transfer of shares from a resident to a non-resident is not required if, among other conditions stated in the RBI Circular, the pricing for the transaction is compliant with the relevant SEBI regulations. The RBI approval for acquiring the Equity Shares from the other categories of Public Shareholders mentioned above is in process and pending To the best of the Acquirer s knowledge, as of the date of the Public Announcement, there are no other statutory or regulatory approvals required to acquire the Offer Shares and implement the Delisting Offer, other than as indicated above. If any statutory or regulatory approvals become applicable, the acquisition of Offer Shares by the Acquirer and the Delisting Offer will be subject to receipt of such statutory or regulatory approvals It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Equity Shares held by them in the Delisting Offer, and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable The Acquirer reserves the right not to proceed with the Delisting Offer in the event the approvals indicated above are not obtained or conditions which the Acquirer considers in its sole discretion to be onerous are imposed in respect of such approvals In the event that receipt of the requisite statutory and regulatory approvals are delayed, the Acquirer may, with such permission as may be required, make changes to the proposed timetable or may delay the Delisting Offer and any such change shall be intimated by the Acquirer by issuing an appropriate corrigendum in all the newspapers where the Public Announcement was published. 18. TAX DEDUCTED AT SOURCE Summary of key provisions related to TDS under the IT Act: 18.1 The consideration payable under this Delisting Offer would be chargeable as capital gains under Section 45 ofthe IT Act or as business profits under Section 28 of the IT Act, as the case may be All Public Shareholders would be either classified as resident or non-resident. The status as resident or non-resident is to be determined on the basis of criteria laid down in Section 6 of IT Act No tax is required to be deducted on payment of consideration to resident Public Shareholders. The consideration payable to non-resident Public Shareholders would be subject to deduction of tax at source at applicable rate of tax As per the provisions of Section 2(37A)(iii) of the IT Act for the purposes of withholding tax under Section 195the rates of income tax specified in this behalf in the applicable Finance Act or the rate or rates of income tax specified in the double tax avoidance agreement ( DTAA ) entered into by the Central Government under Section 90 of the IT Act or an agreement notified by the Central Government under Section 90A of the IT Act, whichever is applicable by virtue of the provisions of 13