ACCELYA SOLUTIONS INDIA LIMITED — Capital/Financing Update 2019

Nov 20, 2019

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF ACCELYA SOLUTIONS INDIA LIMITED UNDER REGULATIONS 3(1), 4 AND 5(1) READ WITH REGULATIONS 13(2)(e), 14 AND 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 3,782,966 fully paid up equity shares of the face value of INR 10 each, representing 25.34% of the Voting Share Capital (as defined below) of Accelya Solutions India Limited ("Target Company") (as on the 10th working day from the closure of the tendering period for the Offer (as defined below)) from all the Public Shareholders (as defined below) of the Target Company by Aurora UK Bidco Limited ("Acquirer") together with Vista Equity Partners Perennial, L.P. ("PAC 1") and Vista Equity Partners Perennial A, L.P. ("PAC 2") (collectively "PACs"), as the persons acting in concert with the Acquirer ("Open Offer" or "Offer").

This public announcement ("Public Announcement") is being issued by JM Financial Limited, the manager to the Offer ("Manager to the Offer"), for and on behalf of the Acquirer and the PACs to the equity shareholders of the Target Company excluding the promoters, members of the promoter group of the Target Company, parties to the SPA (defined below), Acquirer, PACs and persons deemed to be acting in concert with such parties ("Public Shareholders"), pursuant to and in compliance with Regulations 3(1), 4, and 5(1) read with Regulations 13(2)(e), 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 ("SEBI (SAST) Regulations").

1. Offer Details

• 1.1. Size: Up to 3,782,966 fully paid up equity shares of face value of INR 10 each of the Target Company ("Offer Shares"), constituting 25.34% of the voting share capital of the Target Company (as on the 10th working day from the closure of the tendering period for the Offer) ("Voting Share Capital") (such Voting Share Capital excludes 605 equity shares of the Target Company which were forfeited by the Target Company) at a price of INR 944.19 per Offer Share aggregating to a total consideration of up to INR 3,571,838,668 (assuming full acceptance) ("Offer Size"), subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement ("DPS") and the letter of offer ("LoF") to be issued in accordance with the SEBI (SAST) Regulations.
• 1.2. Price/ consideration: INR 944.19 per Offer Share ("Offer Price") which has been determined in accordance with Regulation 8(3), 8(4) and other applicable provisions of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer, the aggregate consideration payable to the Public Shareholders in accordance with the SEBI (SAST) Regulations will be up to INR 3,571,838,668.
• 1.3. Mode of payment (cash/ security): The Offer Price will be paid in cash by the Acquirer and/ or PACs in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.

1.4. Type of offer (Triggered offer, voluntary offer/ competing offer etc.): The Offer is a mandatory offer made by the Acquirer and the PACs in compliance with Regulations 3(1), 4 and 5(1) of the SEBI (SAST) Regulations. The thresholds specified under Regulation 5(2) of the SEBI (SAST) Regulations are not met. This Offer is not subject to any minimum level of acceptance.

2. Transaction which has triggered the Open Offer obligations

• 2.1. The Acquirer has entered into a share purchase agreement with dnata, Warburg Pincus Private Equity XI LP, Warburg Pincus Private Equity XI-B LP, Estera Trust (Jersey) Limited and certain other institutional shareholders of Accelya TopCo (defined below) and individuals (together, "Sellers"), dated November 15, 2019 ("SPA"), pursuant to which the Acquirer has agreed to acquire 100% (one hundred percent) of the issued share capital of Accelya TopCo Limited ("Accelya TopCo") comprising 1,012,999 A1 Ordinary Shares of US$0.001 each, 1,814,968,031 A2 Ordinary Shares of US$0.000001 each, 184,513,774 A3 Ordinary Shares of US$0.000001 each, 172,368 B1-I Ordinary Shares of US$0.001 each, 205,292,702 B1-II Ordinary Shares of US$0.000001 each, 25,000 B2 Ordinary Shares of US$1.00 each, 247,340 C Shares of US$0.000001 each and 221,564,378 Preference Shares of US$0.001 each.
• 2.2. Accelya TopCo holds 100% of the issued share capital of Accelya Holdco Limited which in turn holds 100% of the issued share capital of Accelya Finco Limited. Accelya Finco Limited holds 100% of the issued share capital of Accelya Midco Limited which in turn holds 100% of the issued share capital of Accelya Bidco Limited. Accelya Bidco Limited holds 100% of the issued share capital of Accelya Holding World S.L.U. ("Accelya Holding World") which in turn holds 11,143,295 equity shares in the Target Company constituting 74.66% of the Voting Share Capital, and is disclosed as part of the promoter and promoter group of the Target Company. Thus, the transaction contemplated by the SPA will result in an indirect acquisition of the majority of the voting rights in and control over the Target Company by the Acquirer (the "Underlying Transaction")

Details of Underlying Transaction
Type of	Mode of Transaction		Shares/ Voting rights acquired/ proposed to be	Total	Mode of payment	Regulation which
Transaction	(Agreement/		acquired	Consideration	(Cash/ securities)	has triggered
(direct/	Allotment/ market	Number	% vis a vis total equity/	for shares/
indirect)	purchase)		voting capital	Voting Rights
				(VR) acquired
Indirect	The Acquirer has		The Acquirer will not directly acquire any equity	Not	Not applicable	Regulations 3(1),
acquisition	entered into the		shares of the Target Company. However,	applicable as	as this is an	4 and 5(1) of the
of the	SPA for the	pursuant to the SPA, the Acquirer has agreed to		this is an	indirect	SEBI (SAST)
Target	Underlying		acquire 100% of the issued share capital of	indirect	acquisition.	Regulations.
Company	Transaction.	Accelya TopCo as divided between the		acquisition (1)

Details of Underlying Transaction
Type of	Mode of Transaction	Shares/ Voting rights acquired/ proposed to be		Total	Mode of payment	Regulation which
Transaction	(Agreement/		acquired	Consideration	(Cash/ securities)	has triggered
(direct/	Allotment/ market	Number	% vis a vis total equity/	for shares/
indirect)	purchase)		voting capital	Voting Rights
				(VR) acquired
by the	Pursuant to the	following classes of shares:
Acquirer	SPA, the Acquirer	‒	1,012,999 A1 Ordinary Shares of nominal
pursuant to	will, upon	value of US$0.001 each;
the	completion under	‒	1,814,968,031 A2 Ordinary Shares of
Underlying	the SPA, own and		nominal value of US$0.000001 each;
Transaction.	control Accelya	‒	184,513,774 A3 Ordinary Shares of nominal
This	TopCo, which will,	value of US$0.000001 each;
indirect	inter alia, result in	‒	172,368 B1-I Ordinary Shares of nominal
acquisition	the indirect	value of US$0.001 each;
is not a	acquisition of the	‒	205,292,702 B1-II Ordinary Shares of
deemed	majority of voting		nominal value of US$0.000001 each;
direct	rights in and	‒	25,000 B2 Ordinary Shares of nominal value
acquisition.	control over the	of US$1.00each;
	Target Company,	‒247,340	C Shares of nominal value of
	by the Acquirer.	US$0.000001 each; and
		‒	221,564,378 Preference Shares of nominal
		value of US$0.001 each.
			The above will, inter alia, result in the indirect
			acquisition of 11,143,295 equity shares in the
			Target Company constituting 74.66% of the
		Voting Share Capital.

Note:

1) The Acquirer has taken into account a per share price of INR 900.18 for the acquisition of the Target Company for the Underlying Transaction.

3. Acquirer and PACs

Details	AcquirerPAC 1PAC 2		Total
Name of Acquirer/ PACs	Aurora UK BidcoLimited	Vista Equity PartnersPerennial, L.P.	Vista Equity Partners PerennialA, L.P.	-
Address	22 Grenville Street, StC/O Maples and Calder, POC/O Maples and Calder, POHelier, Jersey, ChannelBox 309, UglandHouse,Islands JE4 8PXSouth Church Street, GeorgeTown, Grand Cayman,Grand Cayman, CaymanCayman Islands, KY1-1104		Box 309, Ugland House, SouthChurch Street, George Town,Islands, KY1-1104	-
Name(s) of persons incontrol/ promoters ofAcquirers/ PACs whereAcquirers/ PACs arecompanies	Aurora UK Bidco Limitedis a private limitedcompany.On completionunder the SPA, it will bejointly controlled by PAC 1and PAC 2. It iscurrentlycontrolled by PAC 1.	Vista Equity PartnersPerennial,L.P. is anexempted limited partnershipcontrolled by its generalpartner, VEPP GP, L.P.,which is controlled by itsgeneral partner, VEPP UGP,Ltd.	Vista Equity Partners PerennialA, L.P. is an exempted limitedpartnership controlled by itsgeneral partner, VEPP GP,L.P., which is controlled by itsgeneral partner, VEPP UGP,Ltd.	-
Name of the Group, ifany, to which theAcquirer/ PACs belongsto	Vista Equity Partners Group	Vista Equity Partners Group	Vista Equity Partners Group	-
Pre-transactionshareholdingNumber% of total sharecapital	Nil	Nil	Nil	Nil
Proposed shareholdingafter the acquisition ofshares which triggeredthe Offer (1)	Please refer to note (2)below.	Please refer to note (2)below.	Please refer to note (2) below.	Please refer to note (2)below.

Details	Acquirer	PAC 1	PAC 2	Total
Any other interest in theTarget Company	None	None	None	None

Notes:

• 1) Excluding Offer Shares which will be tendered and accepted in the Offer.
• 2) The Acquirer and the PACs will not directly acquire any equity shares of the Target Company through the Underlying Transaction. However, upon completion of the Underlying Transaction, the Acquirer will own and control Accelya TopCo, which indirectly holds and controls shares of Accelya Holding World which holds 11,143,295 equity shares representing 74.66% of the Voting Share Capital.

4. Details of selling shareholders, if applicable

Not applicable as the Offer is being made as a result of an indirect acquisition of shares, voting rights and control of the Target Company by the Acquirer and not as a result of any direct acquisition of shares, voting rights or control of the Target Company.

5. Target Company

Name:	AccelyaSolutions India Limited.
Registered Office:	Accelya Enclave, 685/2B & 2C, 1stFloor, Sharada Arcade,SataraRoad,Pune–411037, India.
Exchangeswherelisted:	The equitysharesoftheTargetCompanyarelistedon the BSE Limited (BSE) (Security ID: ACCELYA Security Code:532268) and the National Stock Exchange of India Limited (NSE) (Symbol: ACCELYA).
	TheISINofthe equitysharesoftheTarget CompanyisINE793A01012.

6. Other Details

• 6.1. Further details of the Offer, including the reasons and background to the Offer, information on the Offer Price, details of the SPA/ Underlying Transaction, information on the Acquirer, the PACs and the Target Company, and statutory approvals, if any, shall be made available in the DPS, which shall be published not later than 5 working days of the completion of the Underlying Transaction, in accordance with the proviso to Regulation 13(4) of the SEBI (SAST) Regulations.

• 6.2. The Acquirer and PACs jointly and severally undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations. The Acquirer and PAC 1 have confirmed that they have adequate financial resources to meet the obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of the SEBI (SAST) Regulations.

• 6.3. The Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation 19 of the SEBI (SAST) Regulations.

• 6.4. This Public Announcement is not being issued pursuant to a competing offer under the terms of Regulation 20 of the SEBI (SAST) Regulations.

• 6.5. All information stated in this Public Announcement relating to the Target Company has been obtained from publicly available sources.

Issued by the Manager to the Offer:

JM Financial Limited 7 th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025, India. Tel. No.: +91 22 6630 3030 Fax No.: +91 22 6630 3330 Email ID: prachee.dhuri@jmfl.com Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361

On behalf of the Acquirer and the PACs

Aurora UK Bidco Limited (Acquirer)

Vista Equity Partners Perennial, L.P. (PAC 1)

Vista Equity Partners Perennial A, L.P. (PAC 2)

Place: Mumbai

Date: November 19, 2019