Alldigi Tech Limited — M&A Activity 2019

Jul 12, 2019

POST-OFFER ADVERTISEMENT UNDER REGULATION 18 (12) IN TERMS OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 ALLSEC TECHNOLOGIES LIMITED

Registered Office: 7-H, Century Plaza, 560-562, Anna Salai, Teynampet, Chennai, Tamil Nadu - 600018. Tel.: +91 44 4299 7070; Website: www.allsectech.com; Corporate Identification Number: L72300TN1998PLC041033

OPEN OFFER (“OFFER”) BY CONNEQT BUSINESS SOLUTIONS LIMITED (“ACQUIRER”) ALONG WITH PERSON ACTING IN CONCERT QUESS CORP LIMITED (“PAC”) TO ACQUIRE UP TO 39,61,965 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF INR 10 EACH (“OFFER SHARES”) AT A PRICE OF INR 320 PER EQUITY SHARE (“OFFER PRICE”), REPRESENTING 26.00% OF THE VOTING SHARE CAPITAL IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO (“TAKEOVER REGULATIONS”) FROM THE PUBLIC SHAREHOLDERS OF ALLSEC TECHNOLOGIES LIMITED (“TARGET COMPANY”)

This post-offer advertisement (“ Post Offer Advertisement ”) is being issued by Axis Capital Limited (“ Manager to the Offer ”), for and on behalf of the Acquirer and PAC, pursuant to and in accordance with Regulation 18(12) of the Takeover Regulations, in respect of the Offer. This Post Offer Advertisement should be read in continuation of and in conjunction with:

• (a) the public announcement in connection with the Offer, made by the Managers to the Offer on behalf of the Acquirer and PAC to NSE and BSE on April 17, 2019 (“ Public Announcement ”);

(b) the detailed public statement dated April 24, 2019 in connection with the Offer, published on April 25, 2019 and the Corrigendum to the DPS dated May 2, 2019, published on May 3, 2019 in the following newspapers: (i) Financial Express (all editions); (ii) Jansatta (all editions); (iii) Mumbai Lakshadeep (Mumbai edition); and (iv) Makkal Kural (Chennai edition);

• (c) the letter of offer dated June 14, 2019 in connection with the Offer (“ Letter of Offer ”); and

(d) the offer opening public announcement and second corrigendum in connection with the Offer, published on June 20, 2019 in the following newspapers: (i) Financial Express (all editions); (ii) Jansatta (all editions); (iii) Mumbai Lakshadeep (Mumbai edition); and (iv) Makkal Kural (Chennai edition).

Capitalised terms used but not defined in this Post Offer Advertisement shall have the meaning assigned to such terms in the Letter of Offer.

1.	Name of the Target Company	Allsec Technologies Limited	Allsec Technologies Limited	Allsec Technologies Limited	Allsec Technologies Limited	Allsec Technologies Limited
2.	Name of the Acquirer(s) and PAC	Acquirer: Conneqt Business Solutions Limited; Person Acting in Concert (“PAC”): Quess CorpLimited
3.	Name of the Manager to the Offer	Axis Capital Limited
4.	Name of the Registrar to the Offer	Link Intime India Private Limited
5.	Offer Details • Date of opening of the Offer • Date of closure of the Offer	Friday, June 21, 2019 Thursday,July4,2019
6.	Date of payment of consideration pursuant to the Offer	Wednesday, July 10, 2019
7. Details of acquisition:
	Particulars		Proposed in the Offer Document		Actuals
7.1	Offer Price		INR 320		INR 320
7.2	Aggregate number of shares tendered in the Offer		39,61,965		18,33,817
7.3	Aggregate number of shares accepted in the Offer		39,61,965		18,33,817
7.4	Size of the Offer (Number of Offer Shares multiplied by Offer Price per Offer Share)		INR 126,78,28,800		INR 58,68,21,440
7.5	Shareholding of the Acquirer before agreements/Public Announcement (No. & %)		NIL		NIL
7.6	Shares acquired by way of agreements (SPAs) • Number • % of the VotingShare Capital		93,49,095(1) 61.35%(1)		93,49,095(2) 61.35%(2)
7.7	Shares acquired by way of the Offer • Number • % of the VotingShare Capital		39,61,965(3) 26.00%(3)		18,33,817 12.03%
7.8	Shares acquired by the Acquirer after the DPS • Number of shares acquired • Price of the shares acquired • % of the shares acquired		Other than the Equity Shares acquired pursuant completion of the transactions under the SPAs,nil.		Other than the Equity Shares acquired pursuant completion of the transactions under the SPAs,nil.
7.9	Post offer shareholding of the Acquirer • Number • % of the VotingShare Capital		1,33,11,060(3) 87.35%(3)		1,11,82,912 73.39%
7.10	Pre & Post offer shareholding of the public shareholders of the Target Company(6) • Number • % of the Voting Share Capital		Pre- Offer(4)	Post- Offer(4)	Pre- Offer(4)	Post- Offer(5)
			43,86,397 28.79%	4,24,432 2.79%	43,86,397 28.79%	25,52,580 16.75%

Notes:

(1) On April 17, 2019, the Acquirer entered into: (i) the Promoter SPA with the Promoters to acquire 53,87,155 Equity Shares, representing 35.35% of the Voting Share Capital; (ii) the Investor SPA with the Investor to acquire 39,61,940 Equity Shares, representing 26% of the Voting Share Capital.

(2) The Acquirer has acquired a total of 93,49,095 Equity Shares, representing 61.35% of the Voting Share Capital pursuant to: (a) an off-market transaction with the Investor on May 29, 2019 for acquiring 39,61,940 Equity Shares, in terms of the Investor SPA, at a price of INR 250 per Equity Share; and (b) a block trade with the Promoters on June 3, 2019 for acquiring 53,87,155 Equity Shares, at a price of INR 319 per Equity Share, in terms of the Promoter SPA.

(3) Assuming full acceptance in the Offer. (4) Based on the shareholding pattern of the Target Company disclosed in the Letter of Offer and assuming full acceptance in the Offer. Note that the shareholding of First Carlyle Ventures Mauritius, a shareholder in the “public” category and a party to the Investor SPA (the “ Investor ”), is not included herein.

(5) Based on the shareholding pattern of the Target Company disclosed in the Letter of Offer and adjusted for actual acceptance in the Offer. The shareholding of the Investor is not included herein. Note that the Investor held 7,40,918 Equity Shares, representing 4.86% of the Voting Share Capital, pursuant to the completion of the transaction contemplated under the Investor SPA. Thereafter, on July 4, 2019, the Investor has sold 6,84,103 Equity Shares by way of a bulk deal on the NSE.

• (6) Public shareholders (other than parties to the SPAs).

• Other Information:

8.1. The Acquirer and the PAC and their directors accept full responsibility for the information contained in this Post Offer Advertisement, and for the obligations of the Acquirer and the PAC under the Offer. Except as mentioned otherwise in this Post Offer Advertisement, all the information pertaining to the Target Company has been obtained from the information published and from publicly available sources and the accuracy thereof has not been independently verified by the Acquirer or the PAC or the Managers to the Offer. 8.2. In this Post Offer Advertisement, all references to “`” Or “INR” are references to the Indian Rupee.

8.3. This Post Offer Advertisement would also be available on the websites of SEBI, NSE and BSE and the Target Company’s registered office.

ISSUED ON BEHALF OF THE ACQUIRER AND REGISTRAR TO THE OFFER: PAC BY THE MANAGER TO THE OFFER: AXIS CAPITAL LIMITED LINK INTIME INDIA PRIVATE LIMITED Axis House, 1[st] Floor, C-2, Wadia C-101, 247 Park, Lal Bahadur International Center, P. B. Marg, Shastri Marg, Vikhroli (West), Worli, Mumbai - 400 025, Maharashtra Mumbai - 400 083, Maharashtra Tel: +91 22 4325 2183; Fax: +91 22 4325 3000 Tel: +91 22 49186200; Fax: +91 22 49186195 Website: www.axiscapital.co.in Website: www.linkintime.co.in Email: AC.openoffer@axiscap.in Email: allsec.offer@linkintime.co.in Contact Person: Ms. Bhumika Gangar Contact Person: Mr. Sumeet Deshpande SEBI Registration Number: INM000012029 SEBI Registration Number: INR000004058

On behalf of the Acquirer and PAC Sd/Authorised Signatory

Date : July 11, 2019 Place : Mumbai

Size: 12(w) x 45(h)