Bata India Limited — Major Shareholding Notification 2019

Nov 15, 2019

GLO FOOTWEAR SERVICES

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

November 15, 2019

To:

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

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

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

Bata India Limited

27B, Camac Street, 1st Floor, Kolkata - 700016

Sub: Disclosure pursuant to Regulation 29(1) of the Securities and Exchange Board of India (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, I st 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.

2. 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:

Cate2orv of shareholder Promoter (BBN)	Number of shares	Percenta!!e of Shares
	68,065,514	52.96%
Public shareholders	60,462,026	47.04%

1. At present, BBN is a wholly owned subsidiary oflnternational Footwear Distributors S.a r.l. ("IFDS"), which is a private limited liability company organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6 Rue Eugene Ruppert, 2453 Luxembourg, Grand Duchy of Luxembourg. The entire share capital of IFDS is in tum held by 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.

2. As a part of an internal reorganisation of the group companies which are under the ownership and control of Western, the entire share capital of IFDS held by Western (12,500 ordinary shares representing 100% of the share capital of IFDS) has been transferred by Western to 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, a wholly owned subsidiary of Wes tern ( the "Transaction").

4. IFDS and GFSPL are both wholly owned subsidiaries of, and controlled by Western.

5. Post Transaction, GFSPL holds the entire share capital of IFDS, and therefore indirectly holds the entire share capital of BBN. GFSPL therefore, 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.

6. We enclose herewith, the disclosure in tenns of Regulation 29(1) of the Takeover Regulations, in the format specified therein, in relation to the Transaction.

Reg. No. 199405953G

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Kindly acknowledge the receipt of this Jetter.

Regards,

Signed for and on behalf of Global Footwear Services Private Limited

/

ng Chee Kiam Jeremy Designation: Director Date: 15 111 November 2019 Place: Singapore

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Annexure I

Direct and indirect shareholding of BIL pre and post Transaction

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Pre-Transaction Post-Transaction
Western
100%
GFSPL
Overseas
India
Overseas
India
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FORMAT FOR DISCLOSURES UNDER REGULATION 29(1) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

Part-A - Details of the Acquisition

Part-A - Details of the Acquisition	Part-A - Details of the Acquisition
Name of the Target Company (TC)		Bata India Limited("BIL")
Name(s) of the acquirer and Persons Acting in		Global Footwear Services Private Limited
Concert (PAC) with the acquirer		("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.
Whether the acquirer belongs to Promoter/		The acquirer i.e. GFSPL and the promoter of
Promoter Group		the TC i.e. Bata BN("BBN")are wholly
		owned subsidiaries of, and are controlled by
		Western Investment and 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. GFSPL is a direct wholly owned
		subsidiary of Western and BBN is an indirect
		wholly owned subsidiary of Western.
Name(s) of the Stock Exchange(s) where the		BSE Limited
shares of TC are Listed		National Stock Exchange of India Limited
		Calcutta Stock Exchange Limited
Details of the acquisition as follows		Number % w.r.t. total % w.r.t. total
		share/ voting diluted share/
		capital voting capital
		wherever of the TC
		aoolicable
Before the acquisition under consideration,
holding of acquirer along with PA Cs of:
a)	Shares carrying voting rights	(a) Please refer toAnnexure A.
b)	Shares in the nature of encumbrance (pledge/	(b) NA
	lien/ non-disposal undertaking/ others)
c)	Voting rights (VR) otherwise than by equity	(c) NA
	shares
d)	Warrants/ convertible securities/ any other	(d) NA
	instrument that entitles the acquirer to receive
	shares carrymg voting rights in the TC
e)	(specify holding in each category) Total (a+b+c+d)	(e) Please referAnnexure A.
Details of acquisition
a)	Shares carrying voting rights acquired	(a) GFSPL has acquired 12,500 ordinary
b)	VRs acquired otherwise than by equity shares	shares representing l 00% of the share
c)	Warrants/ convertible securities/ any other instrument that entitles the acquirer to receive shares carrving categorv) acquired	capital/voting rights of IFDS (which in turn holds I 00% of the shares/ voting rights in BBN, the promoter of BIL

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d)	Shares in the nature of encumbrances (pledge/	Shares in the nature of encumbrances (pledge/	Shares in the nature of encumbrances (pledge/	holding 52.96% equity shares/voting	holding 52.96% equity shares/voting	holding 52.96% equity shares/voting
	lien/ non-disposal undertaking/ others)			rights in BIL) from Western. Both IFDS
e)	Total (a+b+c+/-d)			and GFSPL are wholly		owned
				subsidiaries, and controlled by	Western
				and therefore, there is no change		in the
				shareholding/voting rights	m	BIL
				pursuant to 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:
a)	Shares carrying voting	rights		(a) Please refer toAnnexure A.
b)	VRs otherwise than by	equity shares		(b) NA
c)	Warrants/convertible	securities/any	other	(c) NA
	instrument that entitles	the acquirer to receive
	shares carrymg voting rights in the TC
	(specify holding m	each category)	after
	acquisition
d)	Shares in the nature of	encumbrance (pledge/		(d) NA
	lien/ non-disposal undertaking/ others)			( e) Please referAnnexure A.
e)	Total (a+b+c+d)
Mode of acquisition (e.g.		open market/ public		Inter-se transfer among 'qualifying	persons'
issue/ rights issue/ preferential allotment/ inter-se				as referred to in Regulation 10(1 )(a)(iii) of the
transfer/ encumbrance etc.)				Takeover Regulations. Western (i.e.		seller)
				and GFSPL (i.e. acquirer) are qualifying
				persons as GFSPL 1s a wholly		owned
				subsidiary of W estem. Further, IFDS and
				GFSPL, both being wholly		owned
				subsidiaries of, and controlled by Western, are
				fellow subsidiaries.
Salient features of the		securities acquired		GFSPL has acquired 12,500 ordinary	shares in
including time till redemption, ratio at which it				IFDS representing 100% of the share	capital in
can	be converted into equity shares, etc.			IFDS. IFDS 1s holding 20,500		shares,
				representing 100% of the share capital/voting
				rights in BBN, the promoter of the TC.
Date of acquisition of/		date of receipt of		November 141112019
intimation of allotment of		shares/ YR/ warrants/
convertible securities/ any		other instrument that
entitles the acquirer to receive shares in the TC.
Equity share capital/ total voting capital of the TC				INR 642,637,700, divided into 128,527,540
before the said acquisition				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				equity shares of INR 5/- each.
Total diluted share/ voting capital of the TC			after	INR 642,637,700, divided into 128,527,540
the	said acquisition			equity shares of INR 5/- each.

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,
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Signed for and on behalf of

Global Footwear Services Private Limited

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/

Name: ong Chee Kiam Jeremy Designa ion: Director Date: 15[th ] November 2019 Place: Singapore

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Annexure A

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

Shareholders	Pre-Transaction	Pre-Transaction	Post-Transaction	Post-Transaction	Post-Transaction
	Number % w.r.t total share capital ofTC	%w.r.t total diluted share/ voting capital of TC	No. of % w.r.t shares/voting total rights share capital ofTC		% w.r.t total diluted share/ voting capital of TC
Bata BN (Promoter)	68,065,514 52.96	52.96	68,065,514	52.96	52.96
Public Shareholders	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 Number %w.r.t total share capital	% w.r.t total diluted share/ voting capital	Post-Transaction Number %w.r.t total share capital % w.r.t total diluted share/ voting capital	Post-Transaction Number %w.r.t total share capital % w.r.t total diluted share/ voting capital	Post-Transaction Number %w.r.t total share capital % w.r.t total diluted share/ voting capital
IFDS	20,500 100	100	20,500	100	100

Shareholding Pattern of IFDS

Shareholders	Pre-Transaction	Pre-Transaction	Pre-Transaction	Post-Transaction	Post-Transaction	Post-Transaction
	Number	% w.r.t total share capital	% w.r.t total diluted share/ voting capital	Number	%w.r.t total share capital	% w.r.t total diluted share/ voting capital
Western	12,500	100	100	NIL	NIL	NIL
GFSPL	NIL	NIL	NIL	12,500	100	100

Shareholding Pattern of GFSPL

Shareholders	Pre-Transaction	Pre-Transaction	Pre-Transaction		Post-Transaction	Post-Transaction	Post-Transaction
	Number	% w.r.t total share capital	% w.r.t total diluted share/ voting capital		Number	%w.r.t total share capital %w.r.t total diluted share/ voting capital
Western	5000	100	100		5000	100	100