GI Engineering : Open Offer

PUBLIC ANNOUNCEMENT UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 15(1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS)

REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT THERETO FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF

GI ENGINEERING SOLUTIONS LIMITED

OPEN OFFER ('OFFER') FOR THE ACQUISITION OF UPTO 22,39,089 EQUITY SHARES OF FACE VALUE OF INR 10.00 ('EQUITY

SHARE') REPRESENTING 26.00% OF PAID-UP EQUITY SHARE CAPITAL OF GI ENGINEERING SOLUTIONS LIMITED (HEREINAFTER REFERRED AS 'GESL' / 'TARGET COMPANY') FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY MR. VISHESH GUPTA AND VRINDAA ADVANCED MATERIALS LIMITED (HEREINAFTER COLLECTIVELY REFERRED TO AS 'ACQUIRERS').

This Public Announcement ('PA' / 'Public Announcement') is being issued by Corporate Professionals Capital Private Limited ('Manager to the Offer') for and on behalf of Acquirers to the Public Shareholders of the Target Company ('Public Shareholders') pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ('SEBI (SAST) Regulations').

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

1. 'Acquirers' means and includes Mr. Vishesh Gupta and Vrindaa Advanced Materials Limited.
2. 'Equity Shares' means the fully paid-up Equity Shares of face value of INR 10 (Indian Rupees Ten only) each of the Target Company.

1. 'Paid-upEquity Share Capital' means INR 8,61,18,780 (Indian Rupees Eight Crore Sixty One Lakh Eighteen Thousand Seven Hundred Eighty only) divided into 86,11,878 (Eighty Six Lakh Eleven Thousand Eight Hundred Seventy Eight) Equity Shares of INR 10.00 (Indian Rupees Ten only) each.
2. 'Public Shareholders' shall mean all the shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except the Acquirers, person acting in concert with the Acquirers, existing members of the promoter and promoter group of the Target Company, person acting in concert with the member of promoter and promoter group and the parties to the underlying SPA (as defined below).
3. 'Sellers' means and includes, Mr. Sajid Siraj Malik and Mrs. Saroja Malik, the current members of promoter and promoter group of the Target Company, that have entered into the SPA (as defined below) to sell their shares constituting 39.35% of the Paid-up Share Capital of the Target Company.
4. 'SPA' means the Share Purchase Agreement entered on March 04, 2022 by the Acquirers to acquire 33,89,116 (Thirty Three Lakh Eighty Nine Thousand One Hundred and Sixteen) Equity Shares representing 39.35% of the Paid-up Equity Share Capital of the Target Company from the Sellers at an agreed price of INR 5.08/- (Indian Rupees Five and Eight Paise only) per Equity Share aggregating to INR 1,72,16,710/- (Rupees One Crore Seventy Two Lakh Sixteen Thousand Seven Hundred and Ten only).
5. 'Target Company' / 'GESL' means GI Engineering Solutions Limited.

1. OFFER DETAILS

1. Size: 22,39,089 (Twenty Two Lakh Thirty Nine Thousand and Eighty Nine) Equity Shares representing 26.00% of the paid-up equity share capital of the Target Company subject to the terms and conditions mentioned in this Public Announcement and the
   Detailed Public Statement (the 'DPS') and the Letter of Offer (the 'LOF') that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
2. Price/ Consideration: The Open Offer is made at a price of INR 5.15/- (Indian Rupees Five and One Five Paisa only) for each Equity Share of Target Company. The total consideration payable by the Acquirers under the Open Offer, at the Offer Price will be, INR 1,15,31,309 (Indian Rupees One Crore Fifteen Lakh Thirty One Thousand Three Hundred and Nine only).

1. Mode of Payment (Cash/ Security): The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations.
2. Type of Offer: This Open Offer is Triggered/ Mandatory Offer made in compliance with Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations.

2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION)

On March 04, 2022, the Acquirers have entered into the SPA with the Sellers to acquire 33,89,116 (Thirty Three Lakh Eighty Nine Thousand One Hundred and Sixteen) Equity Shares representing 39.35% of the Paid-up Equity Share Capital of the Target Company from the Sellers at an agreed price of INR 5.08/- (Indian Rupees Five and Eight Paise only) per Equity Share.

Details of Underlying Transaction

Shares / Voting

Total

Mode of

rights acquired/ proposed to be

Consideration

Type of

Transaction

acquired

Mode of

Regulation

for Shares/

Transaction

(Agreement/

payment

which has

Number

% vis a vis total

Voting Rights

(Direct/

Allotment/

Equity/ voting

(Cash/

triggered

(VR) acquired

Indirect)

Market

Capital*

securities)

(INR In Crores)

Purchase)

Direct

Share Purchase

33,89,116

39.35

1.72

Cash

Regulation 3(1)

Agreement (as

Equity Shares

and Regulation

defined in clause

4 of SEBI

(f) of definitions

(SAST)

above)

Regulations,

2011

*This percentage has been calculated on the basis of Paid-up Equity Share Capital of the Target Company.

3. ACQUIRERS

DETAILS		ACQUIRER 1	ACQUIRER 2		TOTAL
Name of Acquirers	MR. VISHESH GUPTA	VRINDAA ADVANCED MATERIALS LIMITED		2
Residential		F - 14/9, Model Town,	Office No - 604, GD-ITL, North Ex Tower Plot No.		-
Address/		Delhi - 110009		A-09, Netaji Subhash Place, Pitampura, Delhi -
Registered Office				110034
Name(s) of persons	Not Applicable		Mr. Nand Kishore Garg along with his family		-
in	control/				members is the person in control of Acquirer 2
promoters	of
Acquirers
Name of the Group,		NA		NA		NA
if any, to which the
Acquirer	belongs
to
Pre-Transaction		Nil		Nil		Nil
Shareholding
(Number and % of
Total	Share
Capital) of Acquirer
Proposed		8,89,116 (Eight Lakh	25,00,000 (Twenty Five Lakh) Equity Shares	33,89,116 (Thirty	Three
Shareholding after	Eighty	Nine	Thousand	representing 29.03% of total paid-up equity share	Lakh	Eighty	Nine
the acquisition of	One	Hundred	Sixteen)	capital of the Target Company	Thousand One Hundred
shares	which	Equity		Shares		Sixteen)	Equity	Shares
		representing 10.32% of		representing 39.35% of