V.B. Desai Financial Services Limited Category I Merchant Banker - SEBI Registration No. INM 000002731 November 21,2017 The Corporate Relations Department The Bombay Stock Exchange Limited P.J.Towers, 1 st Floor Dalal Street, Fort Mumbai -400 001 Dear Sirs, Ref: Company code: 502250 Sub: Public Offer for acquisition of upto 1,75,000 equity shares of Rs. 10/- each representing 25% of the total equity shares held by public shareholders of Marathwada Refractories limited (Target Company) held by Calvera Capital Pte. limited ( the Acquirer) and LT Investment limited (PAC). We have been appointed as a "Manager to the Offer" by Calvera Capital Pte. Limited (the Acquirer) and LT Investment Limited (PAC) for the proposed acquisition upto 25% of the total equity shares (25% of the total voting capital held by public shareholders) of the Target Company i.e. Marathwada Refractories Limited from the public, pursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers), 2011 ("SEBI (SAST) Regulations"). We herewith submit Public Announcement under Regulations 3(1) and 4 read with Regulation 15(1) of the SEBI (SAST) Regulations. Kindly take the same on your records and do the needful. Yours faithfully, For V.B.DESAI FINANCIAL SERVICES lim'ited K~ Senior Manager Encl: as above". Registered Office; Cama Building, 1st Floor, 24/26 Dalal Street, Fort, Mumbai 400 001 CIN: L74120MH1985PLC037218 Tel.: +91-22- 4077 0777 Web: www.vbdesai.com E-mail: info@vbdesai.com www.vbdesai.com
Public Announcement under Regulations 3(1) and 4 read with Regulation 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ( SEBI (SAST) Regulations ) FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF MARATHWADA REFRACTORIES LIMITED Open offer for acquisition of up to 1,75,000 (One Lakh Seventy Five Thousand) fully paid-up equity shares of face value of INR 10 (Indian Rupees ten only) (each an Equity Share ), representing 25% 1 of the fully diluted voting share capital of Marathwada Refractories Limited ( Target Company ), from the Public Shareholders (as defined below) of the Target Company by Calvera Capital Pte. Ltd. ( Acquirer ) together with LT Investment Limited ( PAC ), in its capacity as the person acting in concert with the Acquirer ( Open Offer ). Save and except for the PAC, no other person is acting in concert with the Acquirer for the purpose of this Open Offer. This public announcement ( Public Announcement ) is being issued by V.B Desai Financial Services Limited ( Manager to the Open Offer ) for and on behalf of the Acquirer and the PAC, to the Public Shareholders (as defined below) pursuant to and in compliance with Regulations 3(1) and 4, and other applicable regulations of the SEBI (SAST) Regulations. For the purpose of this Public Announcement, Public Shareholders shall mean all the public shareholders of the Target Company excluding the (i) Acquirer and persons acting in concert or deemed to be acting in concert with the Acquirer; and (ii) parties to the underlying SPA (as defined below) including persons deemed to be acting in concert with such parties to the SPA. 1. Open Offer Details 1.1. Open Offer Size: Up to 1,75,000 (One Lakh Seventy Five Thousand) Equity Shares, representing 25% (twenty five), of the fully diluted voting share capital of the Target Company ( Capital ), as of the 10 th (tenth) working day from the closure of the tendering period, subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement ( DPS ) and the letter of offer ( LoF ) that are proposed to be issued in accordance with the SEBI (SAST) Regulations. 1.2. Price/Consideration: The offer price of INR 295 (Indian Rupees two hundred ninety five only) per Equity Share ( Offer Price ), aggregating to a total consideration of INR 5,16,25,000 (Indian Rupees five crores sixteen lakhs and twenty five thousand only) assuming full acceptance, is calculated in accordance with Regulation 8(2)(e) of the SEBI (SAST) Regulations. 1.3. Mode of Payment: The Offer Price will be paid in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations. 1.4. Type of Open Offer: The Open Offer is a mandatory offer made by the Acquirer and the PAC in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations. This Open Offer is not subject to any minimum level of acceptance. 1 Note: Regulation 7 (1) of the SEBI (SAST) Regulations states that the open offer for acquiring shares to be made by the acquirer and persons acting in concert with him shall be for at least 26% of the total shares of the target company, as of tenth working day from the closure of the tendering period. However, as per the latest shareholding pattern displayed on the website of BSE, the public shareholding of the Target Company is 25%, therefore, the Acquirer and PAC are making an offer of 1,75,000 equity shares, representing 25% of the fully diluted share capital of the Target Company.
2. Transaction which has triggered the Open Offer obligations (Underlying Transaction) Details of Underlying Transaction Type of Mode of Transactio Transaction n (direct/ (Agreement/ indirect) Allotment/ market purchase) Direct Acquisition Share purchase agreement dated November 21, 2017 entered into amongst Mr Sushil Pandurang Mantri ( Seller ), the Acquirer and the PAC ( SPA ). Shares/ Voting rights acquired/ proposed to be acquired Number Acquisition of a minimum of 3,50,000 Equity Shares from the Seller with an agreement to acquire up to an additional 1,75,000 Equity Shares, aggregating to 75% of the Capital, depending upon the Equity Shares validly tendered and accepted in the Open Offer. 2 % vis a vis total equity / voting capital Acquisition of a minimum of 50% of the Capital from the Seller with an agreement to acquire up to a maximum of 75% of the Capital depending upon the Equity Shares validly tendered and accepted in the Open Offer. Total Consideration for shares /Voting Rights (VR) acquired through the Underlying Transaction INR 10,32,50,000 or 50% of the Capital; additional consideration of up to INR 5,16,25,000for the additional 25% of the Capital. 3 Mode of payment (Cash/ securities) Regulation which has triggered Cash 3(1) and 4 of the SEBI (SAST) Regulation s. As on the date of this Public Announcement, the Acquirer and PAC do not hold any Equity Shares. 3. Acquirer / PAC Details Acquirer PAC Total Name of Acquirer / PAC Calvera Capital Pte. Ltd. LT Investment Not Applicable Limited 2 In terms of the SPA and subject to the conditions therein, after taking into account the acquisitions made by the Acquirer under the Open Offer, the Acquirer will acquire such additional Equity Shares from the Seller that would result in it holding 75% of the Capital at the time of consummation of the SPA. 3 The purchase price under the SPA is INR 295 per Equity Share. For acquisition of 50% of the Capital from the Seller, the purchase consideration would be INR 295 multiplied by 3,50,000 Equity Shares constituting 50% of the Capital. For acquisition of additional 25% of the Capital from the Seller, the purchase consideration would be INR 295 multiplied by 1,75,000 Equity Shares constituting 25% of the Capital.
Details Acquirer PAC Total Address 701 Sims Drive #08-01 LHK Building, Singapore 387383 Units 5101-02 & 13, 51/F, The Center, 99 Queen s Road Central, Central, Hong Kong Not Applicable Name(s) of persons in control/promoters of Acquirers/ PAC where Acquirers/PAC are companies Name of the group, if any, to which the Acquirer/PAC belongs to Acquirer is a wholly PAC is a wholly owned subsidiary of owned subsidiary of Strategic Global Group LT International Inc. Mr Yang Shao Xing Investment Holdings is the sole shareholder Limited. The sole of Strategic Global shareholder of LT Group Inc. International Investment Holdings Limited is LT Commercial Real Estate Limited. 75% of the shareholding of LT Commercial Real Estate Limited is held by China Lerthai Commercial Real Estate Holdings Limited, whose sole shareholder is Mr. Yang Longfei. The ultimate beneficial owners of the Acquirer and PAC are immediate relatives (i.e., Mr Yang Shao Xing and Mr Yang Longfei are immediate relatives). Not Applicable China Lerthai Commercial Real Estate Holdings Limited Not Applicable Not Applicable Pre-transaction shareholding Number % of total share capital Proposed shareholding after the acquisition of shares which triggered the Open Offer Any other interest in the Target Company Nil Nil Nil Upto 60% 15% 75% Not Applicable Not Applicable Not Applicable
4. Details of Selling Shareholder, If Applicable Name of the Promoter Seller Mr Sushil Pandurang Mantri Part Promoter Group Yes of Details of Equity Shares/voting rights by the Selling Shareholder Pre-Shareholding No. of Equity Shares % of total equity/voting capital Post Shareholding No. of Equity Shares % of total equity/voting capital 5,25,000 75% Upto 1,75,000 Upto 25% 5. Target Company Name: Registered Office: Marathwada Refractories Limited 41, Vittal Mallya Road, Bengaluru, Karnataka, 560001, India. Exchanges listed: 6. Other Details where Equity Shares are listed on the BSE Limited ( BSE ) (Security ID: MARATHR) Security Code: 502250) and The Calcutta Stock Exchange Limited ( CSE ) (Scrip Code: 23106). The ISIN of Equity Shares is INE347D01011. 6.1 Further details of the Open Offer shall be published in the DPS which shall be published on or before November 28, 2017 i.e. within 5 (five) working days from the Public Annoncement as required under Regulation 13(4) of the SEBI (SAST) Regulations. The DPS will be published, as required by Regulation 14(3) of the SEBI (SAST) Regulations, in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, and any one regional language daily newspaper with wide circulation in Bengaluru, being the place where the registered office of the Target Company is situated, and any one regional language daily newspaper at the place of the stock exchange where the maximum volume of trading in the Equity Shares was recorded during the 60 (sixty) trading days preceding the date of this Public Announcement i.e. Mumbai, where BSE is located. 6.2 The Acquirer and the PAC accept full responsibility for the information contained in this Public Announcement and undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations and that they have adequate financial resources for meeting the Open Offer obligations under the SEBI (SAST) Regulations. 6.3 This Public Announcement is not being issued pursuant to a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. 6.4 This Public Announcement is not conditional upon any minimum level of acceptance as per Regulation 19 (1) of the SEBI (SAST) Regulations. 6.5 Completion of the Open Offer and the underlying transactions as envisaged under the SPA is subject to receipt of statutory approvals, if any, and satisfaction of the other conditions precedent set out in the DPS and the LoF. 6.6 In this Public Announcement, all references to INR are references to the Indian Rupee. 6.7 All information in relation to the Target Company contained in this Public Announcement is based on information available on public domain.