Eveready Industries India : Open Offer

February 28, 2022
BSE Limited,	National Stock Exchange of India	The Calcutta Stock Exchange
Phiroze Jeejeebhoy Towers,	Limited	Limited
Dalal Street,	Exchange Plaza, C-1, Block G,	7, Lyons Range, Dalhousie, Kolkata-
Mumbai- 400001, India.	Bandra Kurla Complex, Bandra (E),	700001, West Bengal, India
	Mumbai - 400 051, India.
Dear Sir/ Madam,

Subject: Public Announcement dated February, 28, 2022 (the "Public Announcement") in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of Eveready Industries India Limited (the "Target Company") ("Open Offer"/ "Offer").

Puran Associates Private Limited ("Acquirer 1"), VIC Enterprises Private Limited ("Acquirer 2"), M.B. Finmart Private Limited ("Acquirer 3"), together with, Gyan Enterprises Private Limited ("PAC 1") and Chowdry Associates ("PAC 2") have announced an open offer for acquisition of up to 1,88,98,688 fully paid-up equity shares of face value of Rs. 5 each ("Offer Shares") from the Public Shareholders of Target Company, representing 26% of the Expanded Voting Share Capital of the Target Company, at a price of Rs. 320 per Offer Share (the "Offer Price") aggregating to a total consideration of up to Rs. 6,047,580,160, payable in cash.

The Offer is being made pursuant to and in compliance with Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").

We are pleased to inform you that JM Financial Limited has been appointed as the Manager to the Offer. As required under Regulation 14(1) of the SEBI (SAST) Regulations, we are enclosing herewith a copy of the Public Announcement dated February 28, 2022 in relation to the Offer.

We request you to kindly upload the Public Announcement on your website at the earliest.

Capitalized terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the enclosed Public Announcement.

Thanking You,

For JM Financial Limited

Authorized Signatory

Enclosure: as above.

JM Financial Limited

Corporate Identity Number: L67120MH1986PLC038784

Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025.

T: + 91 22 6630 3030 F: [phone] www.jmfl.com

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF EVEREADY INDUSTRIES INDIA LIMITED UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 13, 14 AND REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THERETO

Open offer for acquisition of up to 1,88,98,688 (one crore eighty eight lakh ninety eight thousand six hundred and eighty eight) fully paid-up equity shares of face value of INR 5 (Indian Rupees Five) each ("Equity Share"), representing 26% (twenty six percent) of the Expanded Voting Share Capital (as defined below) of Eveready Industries India Limited (the "Target Company"), from the Public Shareholders (as defined below) of the Target Company by Puran Associates Private Limited ("PAPL" or "Acquirer 1"), VIC Enterprises Private Limited ("VIC" or "Acquirer 2"), M.B. Finmart Private Limited ("MFPL" or "Acquirer 3") (hereinafter Acquirer 1, Acquirer 2 and Acquirer 3 and collectively referred to as the "Acquirers"), together with, Gyan Enterprises Private Limited ("GEPL" or "PAC 1") and Chowdry Associates ("CA" or "PAC 2") (hereinafter PAC 1 and PAC 2 are collectively referred to as the "PACs"), in their capacity as the persons acting in concert with the Acquirers (the "Offer" or "Open Offer").

This public announcement ("Public Announcement" or "PA") is being issued by JM Financial Limited ("Manager to the Offer") for and on behalf of the Acquirers and the PACs, to the Public Shareholders (as defined below) of the Target Company pursuant to and in compliance with Regulation 3(1) and Regulation 4 read with Regulation 13, 14 and 15(1), and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").

For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:

1. "Expanded Voting Share Capital" shall mean the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (tenth) Working Day from the closure of the Tendering Period for the Offer. The Target Company does not have any employee stock option scheme or any outstanding convertible securities as of the date of this PA. Thus, the Expanded Voting Share Capital has been considered to be the same as issued, subscribed and paid-up equity share capital as of the date of this PA.
2. "Public Shareholders" shall mean all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except the Acquirers and the PACs and persons deemed to be acting in concert with Acquirers and PACs, pursuant to and in compliance with the SEBI (SAST) Regulations.
3. "Tendering Period" means the period of 10 (ten) Working Days during which the Public Shareholders may tender their Equity

Shares in acceptance of the Offer, which shall be disclosed in the LoF (as defined below).

1. 1. "Working Day" shall mean any working day of the SEBI.
2. Offer Details
3. • Offer Size: The Acquirers and PACs hereby make this Offer to the Public Shareholders of the Target Company to acquire up to 1,88,98,688 (one crore eighty eight lakh ninety eight thousand six hundred and eighty eight) Equity Shares ("Offer Shares"), constituting 26% (twenty six percent) of the Expanded Voting Share Capital, subject to the terms and conditions mentioned in this
     Public Announcement and to be set out in the detailed public statement ("DPS") and the letter of offer ("LoF") that are proposed to be issued for the Offer in accordance with the SEBI (SAST) Regulations.
   • Price/ Consideration: The Offer is made at a price of INR 320 (Indian Rupees Three Hundred and Twenty) per Offer Share (the
     "Offer Price") which has been determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer, the total consideration payable in the Offer will be INR 6,04,75,80,160 (Indian Rupees Six Hundred and Four Crores Seventy Five Lakh Eighty Thousand One Hundred and Sixty only).
   • Mode of Payment: The Offer Price will be paid in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
   • Type of Offer: The Offer is a mandatory offer made by the Acquirers and the PACs in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations pursuant to proposal for placing of the Purchase Order (as defined below). This Offer is not subject to any minimum level of acceptance.
4. Transaction which has triggered the Offer obligations ("Underlying Transaction")

Type of

Mode of Transaction

Shares/ Voting rights acquired/

Total

Mode of

Regulation

Transaction

proposed to be acquired

Consideration

payment

which has

(direct/

(Agreement/ Allotment/

Number

% vis a vis total

for shares/

(Cash/

triggered

indirect)

market purchase)

Expanded Voting

Voting Rights

securities)

Share Capital

(VR) acquired

(INR crore)

Type of

Mode of Transaction

Shares/ Voting rights acquired/

Total

Mode of

Regulation

Transaction

proposed to be acquired

Consideration

payment

which has

(direct/

(Agreement/ Allotment/

Number

% vis a vis total

for shares/

(Cash/

triggered

indirect)

market purchase)

Expanded Voting

Voting Rights

securities)

Share Capital

(VR) acquired

(INR crore)

Direct

Market

purchase

-

the

38,22,000

5.26%

122.30

Cash

Regulations

Acquirers

propose

to

place

3(1) and 4

orders

with

their

stock

of the SEBI

broker

JM

Financial

(SAST)

Services

Limited

on

Regulations.

February

28,

2022

("Purchase Order"), to

purchase

up

to 38,22,000

(thirty

eight

lakhs twenty

two

thousand)

Equity

Shares, at per Equity Share

price of not more than INR

320 (Rupees Three Hundred

and Twenty only) and for an

overall

consideration

amount not exceeding INR

1,22,30,40,000 (Rupees One

Hundred and Twenty Two

Crores

Thirty

Lakhs

Forty

Thousand

only),

on

any

recognised stock

exchange

in India in tranches / lots as

instructed by the Acquirers

from time to time, but only

after

the

Acquirers

have

informed the stock broker of

Type of

Mode of Transaction

Shares/ Voting rights acquired/

Total

Mode of

Regulation

Transaction

proposed to be acquired

Consideration

payment

which has

(direct/

(Agreement/ Allotment/

Number

% vis a vis total

for shares/

(Cash/

triggered

indirect)

market purchase)

Expanded Voting

Voting Rights

securities)

Share Capital

(VR) acquired

(INR crore)

the receipt of the relevant

approvals

required

from

various

regulatory

authorities

and until

such

period as

permitted

under

applicable

laws (including

SEBI (SAST) Regulations).

Given the intent of the Acquirers and PACs to acquire control of the Target Company and pursuant to above mentioned proposal to place the Purchase Order for the acquisition of Equity Shares, the combined shareholding and voting rights of the Acquirers and PACs in the Target Company may exceed 25% (twenty five percent) of the Expanded Voting Share Capital of the Target Company. Accordingly, this mandatory Offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations.

3. Acquirers/ PACs

Details

Acquirer 1

Acquirer 2

Acquirer 3

PAC 1

PAC 2

Name of

Puran

Associates

VIC

Enterprises

M.B. Finmart Private

Gyan

Enterprises

Chowdry

Acquirers/ PACs

Private Limited

Private Limited

Limited

Private Limited

Associates

Address

4th Floor,

Punjabi

4th

Floor,

Punjabi

4th Floor,

Punjabi

4th Floor,

Punjabi

4th Floor,

Punjabi

Bhawan, 10 Rouse

Bhawan, 10

Rouse

Bhawan, 10

Rouse

Bhawan,

10

Rouse

Bhawan, 10 Rouse

Avenue, New Delhi -

Avenue, New Delhi -

Avenue, New Delhi -

Avenue, New Delhi -

Avenue,

New

110002. India

110002. India

110002. India

110002, India

Delhi -

110002.

India

Name(s)

of

Puran

Associates

VIC

Enterprises

M.B. Finmart Private

Gyan

Enterprises

Chowdry