Bata India Limited — Major Shareholding Notification 2019

Dec 10, 2019

Global Footwear Services Pte. Ltd., 111 North Bridge Road, #19-04 Peninsula Plaza, Singapore 179098 Tel: +65 6339 1433 Fax: +65 6339 7688 Email: inquiry@globalfs.com.sg

December 6, 2019

To:

BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700001

National Stock Exchange of India Limited Exchange Plaza, C/1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Bata India Limited 27B, Camac Street, 1st Floor, Kolkata $-700016$

Disclosure pursuant to Regulation 29(1) and 29(2) of the Securities and Exchange Board of India Sub: (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (the "Takeover Regulations")

Dear Sir/Ma'am,

• 1. Bata India Limited ("BIL") is a public company incorporated and existing under the laws of India, and having its registered office at 27B, Camac Street, 1st Floor, Kolkata – 700016, West Bengal, India. The equity shares of BIL are listed on BSE Limited, National Stock Exchange of India Limited, and the Calcutta Stock Exchange Limited.
• 1. The promoter of BIL is its immediate parent, Bata BN ("BBN"), a financial holding company incorporated and existing under the laws of the Netherlands, having its registered office at Europaplein 1, 5684 ZC, Best, the Netherlands. BBN holds 52.96% (fifty two point nine six percent) of the equity shares of BIL. The shareholding pattern of BIL as of November 1, 2019 is as under:

Category of shareholder	Number of shares	Percentage of Shares
Promoter (BBN)	68,065,514	52.96%
Public shareholders	60,462,026	$47.04%$

BBN was a wholly owned subsidiary of International Footwear Distributors S.à r.l. ("IFDS"), a private $\overline{3}$ . limited liability company which was organised and existing under the laws of the Grand Duchy of Luxembourg, (having its registered office at 6 Rue Eugène Ruppert, 2453 Luxembourg, Grand Duchy of Luxembourg). The entire share capital of IFDS was in turn held by Global Footwear Services Private Limited ("GFSPL"), a limited liability company organized and existing under the laws of Singapore, (having its registered office at 111 North bridge Road, #19-04 Peninsula Plaza, Singapore – 179098). GFSPL is a wholly owned subsidiary of Western Investment & Trading Company Limited ("Western"), a company organised and existing under the laws of Bermuda, (having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. IFDS and GFSPL are both wholly owned subsidiaries of, and controlled by Western). $1$

<sup>1 Prior to November 14, 2019, IFDS was a direct wholly owned subsidiary of Western. However, as a part of an internal reorganisation of the group companies under its ownership and control, Western transferred its entire shareholding in IFDS (being the entire share capital of IFDS) to GFSPL. Relevant filings in compliance with the applicable provisions of the Takeover Regulations in this regard were made as follows:

(i) intimation pursuant to Regulation $10(5)$ of the Takeover Regulations was made by GFSPL on November 6, 2019 vide letter dated November 6, 2019;

(ii) intimation pursuant to Regulations 29(1) of the Takeover Regulations was made by GFSPL on November 15, 2019 vide letter dated November 15, 2019;

(iii) intimation pursuant to Regulation 29(2) of the Takeover Regulations was made by Western on November 16, 2019 vide letter dated November 15, 2019;

(iv) intimation pursuant to Regulation 10(6) of the Takeover Regulations was made by GFSPL on November 15, 2019 vide letter dated November 15, 2019;

• Voluntary liquidation proceedings were initiated in relation to IFDS on December 2, 2019 and IFDS has $4.$ been liquidated as on December 2, 2019, in accordance with the applicable laws of Luxembourg.
• Pursuant to the liquidation of IFDS, the entire share capital of BBN which was held directly by IFDS, stands 5. transferred to GFSPL, in accordance with the applicable laws of Luxembourg. Therefore, GFSPL directly holds the entire share capital of BBN, and indirectly holds 52.96% (fifty two point nine six percent) of the equity shares of BIL. However, there is no change in the shareholding in BIL pursuant to the transaction. Please see enclosed a diagrammatic depiction of the direct and indirect ownership structure of BIL pre and post transaction, in Annexure I.
• We enclose herewith, the disclosure in terms of Regulations 29(1) and 29(2) of the Takeover Regulations, in 6. the format specified therein, in relation to the transaction.

Kindly acknowledge the receipt of this letter.

Regards, Signed for and on behalf of Global Footwear Services Private Limited

Name: Chong Chee Kiam Jeremy Designation: Director Date: 6th December 2019 Place: Singapore

Annexure I

$\bar{\chi}$

$\alpha$

Direct and indirect shareholding of BIL pre and post Transaction

FORMAT FOR DISCLOSURES UNDER REGULATION 29(1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Part-A - Details of the Acquisition

$\mathcal{L}$

$\sim$

Name of the Target Company (TC)	Bata India Limited ("BIL")
Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer	Global Footwear Services Private Limited("GFSPL") a limited liability companyorganized and existing under the laws ofSingapore, having its registered office at 111North bridge Road, #19-04 Peninsula Plaza,Singapore $-179098$ .
Whether the acquirer belongs to Promoter/Promoter Group	The acquirer i.e. GFSPL and the promoter ofthe TC i.e. Bata BN ("BBN") are whollyowned subsidiaries of, and are controlled byWestern Investment and Trading CompanyLimited ("Western"), a company organisedand existing under the laws of Bermuda,having its registered office at ClarendonHouse, 2 Church Street, Hamilton HM 11,Bermuda. GFSPL is a direct wholly ownedsubsidiary of Western and BBN is an indirectwholly owned subsidiary of Western.
Name(s) of the Stock Exchange(s) where theshares of TC are Listed	BSE LimitedNational Stock Exchange of India LimitedCalcutta Stock Exchange Limited
Details of the acquisition as follows	Number% w.r.t. total% w.r.t. totalshare/votingdiluted share/capitalvoting capitalwhereverof the TCapplicable
Before the acquisition under consideration,holding of acquirer along with PACs of:a) Shares carrying voting rightsb) Shares in the nature of encumbrance (pledge/lien/non-disposal undertaking/others)Voting rights (VR) otherwise than by equity$\mathcal{C}$ )sharesWarrants/ convertible securities/ any otherd)instrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specify holding in each category)Total $(a+b+c+d)$e)	(a) Please refer to Annexure A .(b) NA$(c)$ NA$(d)$ NA(e) Please refer Annexure A.
Details of acquisitionShares carrying voting rights acquireda)VRs acquired otherwise than by equity sharesb)Warrants/ convertible securities/ any otherc)instrument that entitles the acquirer to receiveshares carrying category) acquired	(a) GFSPL has acquired $20,500$sharesrepresenting 100% of the share capital/voting rights of BBN (the promoter ofBIL holding 52.96% equity shares/votingrights in the TC) pursuant to theliquidation of its wholly owned subsidiary

$\hat{\mathcal{F}}$

d)Shares in the nature of encumbrances (pledge/lien/ non-disposal undertaking/ others)	IFDS, in accordance with the applicablelaws of Luxembourg.
Total $(a+b+c+/-d)$e)	BBN is the promoter of the TC, holding52.96% of the equity shares/voting rightsin TC.
	Prior to the liquidation of IFDS:(i) IFDS was a wholly owned subsidiaryof GFSPL;(ii) IFDS was the immediateparentcompany of BBN.(iii) both IFDS and GFSPL were whollyowned and controlled by Western.
	Therefore, there is no change in theshareholding/voting rights in TC pursuantto the transaction.
	(b) NA$(c)$ NA$(d)$ NA(e) Please refer details set out in (a) above.
After the acquisition, holding of acquirer along
with PACs of:Shares carrying voting rightsa)VRs otherwise than by equity sharesb)Warrants/convertible securities/any$\mathbf{c})$otherinstrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specify holding in each category) after	(a) Please refer to Annexure A .(b) NA$(c)$ NA
acquisitionShares in the nature of encumbrance (pledge/d)lien/non-disposal undertaking/others)e) Total $(a+b+c+d)$	$(d)$ NA(e) Please refer Annexure A.
Mode of acquisition (e.g. open market/ publicissue/rights issue/preferential allotment/inter-setransfer/encumbrance etc.)	Acquisition by way of transmission andsuccession, as referred to in Regulation$10(1)(g)$ of the Takeover Regulations. GFSPL(i.e. acquirer/ successor) has acquired sharesof BBN held by its wholly owned subsidiaryIFDS on account of the liquidation of IFDS.Further, prior to the liquidation of IFDS, IFDSand GFSPL, both being wholly ownedsubsidiaries of, and controlled by Western,were fellow subsidiaries.
Salient features of the securities acquiredincluding time till redemption, ratio at which itcan be converted into equity shares, etc.	GFSPL has acquired 20,500 shares in BBNrepresenting 100% of the share capital of BBN(the promoter of the TC) pursuant to theliquidation of IFDS.
Date of acquisition of/ date of receipt ofintimation of allotment of shares/ VR/ warrants/convertible securities/ any other instrument thatentitles the acquirer to receive shares in the TC.	December 2, 2019
Equity share capital/total voting capital of the TCbefore the said acquisition	INR 642,637,700 divided into 128,527,540equity shares of INR 5/- each.

$\mathbb{R}^n$ . The set of $\mathbb{R}^n$

Equity share capital/total voting capital of the TC INR $642,637,700$ divided into 128,527,540after the said acquisition	equity shares of INR 5/- each.
Total diluted share/voting capital of the TC after INR 642,637,700 divided into 128,527,540the said acquisition	equity shares of INR 5/- each.

$\alpha$ . $\label{eq:3} \alpha$

Name of the Target Company: Bata India Limited

$\alpha = -\alpha$ .

Name(s) of the acquirer and	Whether the acquirer belongs
Persons Acting in Concert	to Promoter/ Promoter Group
(PAC) with the acquirer
Global Footwear Services	The acquirer i.e. GFSPL and .
Private Limited ("GFSPL") a	the promoter of the TC i.e. Bata
limited liability company	BN ("BBN") are wholly owned
organized and existing under	subsidiaries of, andare
the laws of Singapore, having	controlled by Western
its registered office at 111	Investment and Trading
North bridge Road, #19-04	LimitedCompany
Peninsula Plaza, Singapore -	("Western"), a company
179098.	organised and existing under
	the laws of Bermuda, having its
	registered office at Clarendon
	House, 2 Church Street,
	Hamilton HM 11, Bermuda.
	GFSPL is a direct wholly
	owned subsidiary of Western
	and BBN is an indirect wholly
	owned subsidiary of Western.

Signed for and on behalf of Global Footwear Services Private Limited

$(\lambda$

Name: Chong Chee Kiam JeremyDesignation: DirectorDate: 6th December 2019 Place: Singapore

FORMAT FOR DISCLOSURES UNDER REGULATION 29(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Part-A - Details of the Acquisition

$\bar{\alpha}$

$\bar{\epsilon}$

Name of the Target Company (TC)	Bata India Limited ("BIL" or "TC")
Name(s) of the acquirer and Persons Acting inConcert (PAC) with the acquirer	Global Footwear Services Private Limited("GFSPL") a limited liability companyorganized and existing under the laws ofSingapore, (having its registered office at 111North bridge Road, #19-04 Peninsula Plaza,Singapore $-179098$ ).
Whether the acquirer belongs to Promoter/Promoter Group	The acquirer i.e. GFSPL and the promoter ofthe TC i.e. Bata BN ("BBN") are whollyowned subsidiaries of, and are controlled byWestern Investment and Trading CompanyLimited ("Western"), a company organisedand existing under the laws of Bermuda,(having its registered office at ClarendonHouse, 2 Church Street, Hamilton HM 11,Bermuda). GFSPL is a direct wholly ownedsubsidiary of Western and BBN is an indirectwholly owned subsidiary of Western.
Name(s) of the Stock Exchange(s) where theshares of TC are Listed	BSE LimitedNational Stock Exchange of India LimitedCalcutta Stock Exchange Limited
Details of the acquisition as follows	Number% w.r.t. total% w.r.t. totalshare/votingdiluted share/voting capitalcapitalwhereverof the TCapplicable
Before the acquisition under consideration,holding of:Shares carrying voting rightsa)Shares in the nature of encumbrance (pledge/b)lien/non-disposal undertaking/others)c) Voting rights (VR) otherwise than by equitysharesd) Warrants/ convertible securities/ any otherinstrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specify holding in each category)Total $(a+b+c+d)$e)	(a) Please refer to Annexure A .(b) NA$(c)$ NA$(d)$ NA(e) Please refer Annexure A.
Details of acquisition/saleShares carrying voting rights acquired/solda)b) VRs acquired/sold otherwise than by equitysharesWarrants/ convertible securities/ any otherC)instrument that entitles the acquirer to receiveshares carrying voting rights in the TC(specifying holding in each category)acquired/soldShares encumbered/invoked/released by thed)acquirerTotal $(a+b+c+/-d)$e)	(a) GFSPL has acquired $20,500$sharesrepresenting 100% of the share capital/voting rights of BBN pursuant to theliquidation of its wholly owned subsidiaryIFDS, in accordance with the applicablelaws of Luxembourg. BBN is thepromoter of the TC, holding 52.96% ofthe equity shares/voting rights in TC.Prior to the liquidation of IFDS:(iv) IFDS was a wholly owned subsidiaryof GFSPL;(v) IFDS was the immediateparentcompany of BBN.

	(vi) both IFDS and GFSPL were whollyowned and controlled by Western.
	Therefore, there is no change in theshareholding/voting rights in TC pursuantto the transaction.
	(b) NA$(c)$ NA
	$(d)$ NA
	(e) Please refer details set out in (a) above.
After the acquisition/sale, holding of:
Shares carrying voting rightsa)	(a) Please refer to Annexure A .(b) NA
Shares encumbered with the acquirerb)VRs otherwise than by sharesc)	$(c)$ NA
Warrants/ convertible securities/ any other$\mathbf{d}$
instrument that entitles the acquirer to receive
shares carrying voting rights in the TC
(specify holding in each category) after
acquisitionTotal $(a+b+c+d)$	$(d)$ NA(e) Please refer Annexure A.
e)
Mode of acquisition (e.g. open market/ publicissue/rights issue/preferential allotment/inter-setransfer/encumbrance etc.)	Acquisition by way of transmission andsuccession, as referred to in Regulation$10(1)(g)$ of the Takeover Regulations. GFSPL(i.e. acquirer/ successor) has acquired sharesof BBN held by IFDS on account of theliquidation of IFDS. Further, prior to theliquidation of IFDS, IFDS and GFSPL, bothbeing wholly owned subsidiaries of, andcontrolledWestern,fellowbyweresubsidiaries.
Date of acquisition/ sale of shares/ VR or date of December 2, 2019
receipt of intimation of allotment of shares,
whichever is applicable.
Equity share capital/total voting capital of the TC	INR 642,637,700 divided into 128,527,540
before the said acquisition/sale	equity shares of INR 5/- each.
Equity share capital/total voting capital of the TC	INR 642,637,700 divided into 128,527,540
after the said acquisition/ sale	equity shares of INR 5/- each.
Total diluted share/ voting capital of the TC afterthe said acquisition	INR 642,637,700 divided into 128,527,540equity shares of INR 5/- each.

Signed for and on behalf of Global Footwear Services Private Limited

$\hat{t}$

Name: Chong Chee Kiam JeremyDesignation: DirectorDate: 6th December 2019 Place: Singapore

Annexure A

Shareholding Pattern of Target Company (i.e. BIL)

$\overline{\phantom{a}}$

Shareholders		Pre-Transaction		Post-Transaction
	Number	$%$ w.r.ttotalsharecapitalof TC	% w.r.ttotaldilutedshare/votingcapital ofTС	No. ofshares/votingrights	% w.r.ttotalsharecapitalof TC	% w.r.ttotaldilutedshare/votingcapital ofTC
Bata BN(Promoter)	68,065,514	52.96	52.96	68,065,514	52.96	52.96
PublicShareholders	60,462,026	47.04	47.04	60,462,026	47.04	47.04

Shareholding Pattern of the Promoter of BIL (i.e. Bata BN) of the Target Company

Shareholders	Pre-Transaction			Post-Transaction
	Number	% w.r.ttotalsharecapital	$\frac{0}{0}$w.r.ttotaldilutedshare/votingcapital	Number	$%$ w.r.ttotal sharecapital	% w.r.ttotaldilutedshare/votingcapital
GFSPL	20,500	100	100	20,500	100	100

Shareholding Pattern of GFSPL

Shareholders	Pre-Transaction			Post-Transaction
	Number	% w.r.ttotalsharecapital	$\frac{0}{0}$w.r.ttotaldilutedshare/votingcapital	Number	$%$ w.r.ttotal sharecapital	% w.r.ttotaldilutedshare/votingcapital
Western	5000	100	100	5000	100	100