Bata India Limited — Major Shareholding Notification 2019

Dec 6, 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

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

The Calcutta Stock Exchange Limited

1. Lyons Range, Kolkata - 700001

Intimation under Regulation 10(6) of the Securities and Exchange Board of India (Substantial Sub: 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.
• The promoter of BIL is its immediate parent, Bata BN ("BBN"), a financial holding company incorporated 2. 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	$47.04%$

$3.$ BBN was a wholly owned subsidiary of International Footwear Distributors S.à r.l. ("IFDS"), a private 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;

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

• $4.$ Voluntary liquidation proceedings were initiated in relation to IFDS on December 2, 2019, and IFDS has 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.
• 1. We enclose herewith, the intimation in terms of Regulation $10(6)$ of the Takeover Regulations, in 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

Direct and indirect shareholding of BIL pre and post Transaction

FORMAT FOR DISCLOSURES UNDER REGULATION 10(6) - REPORT TO STOCK EXCHANGES IN RESPECT OF ANY ACQUISITION MADE IN RELIANCE UPON EXEMPTION PROVIDED FOR IN REGULATION 10 OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

1.	Name of the Target Company (TC)	Bata India Limited ("BIL" or "TC")
2.	Name of the acquirer(s)	Global Footwear Services Private Limited ("GFSPL")a limited liability company organized and existingunder the laws of Singapore, having its registered officeat 111 North bridge Road, #19-04 Peninsula Plaza,Singapore $-179098$ .
3.	Name of the stock exchange whereshares of the TC are listed	BSE LimitedNational Stock Exchange of India LimitedThe Calcutta Stock Exchange Limited
4.	Details of the transaction includingrationale, if any, for the transfer/acquisition of shares	Details of the transaction: Acquisition of 20,500shares representing 100% of the share capital of BatafinancialholdingBN("BBN"),acompanyincorporated under the laws of the Netherlands, (havingits registered office at Europaplein 1, 5684 ZC, Best,the Netherlands), by GFSPL pursuant to the liquidationof International Footwear Distributors$S.\dot{a}$ r.l.("IFDS"), a private limited liability company organisedunder the laws of the Grand Duchy of Luxembourg,(having its registered office at 6 Rue Eugène Ruppert,2453), in accordance with the applicable laws ofLuxembourg. BBN is the promoter of the TC, holding52.96% of the equity shares/voting rights in TC.Prior to the liquidation of IFDS:(a) IFDS was a wholly owned subsidiary of GFSPL;(b) IFDS was the immediate parent company of BBN.(c) both IFDS and GFSPL were wholly owned andcontrolled by Western.Therefore, there is no change in the shareholding/votingrights in TC pursuant to the transaction.Rationale: The acquisition is pursuant to theliquidation of IFDS, the immediate parent company ofBBN.
5.	Relevant regulation under which theacquirer is exempted from making openoffer	$10(1)(g)$ of the Takeover Regulations ( i.e. transmissionand succession).Shares of BBN held by IFDS stand transferred toGFSPL (i.e., acquirer/ successor) on account of theliquidation of IFDS.
6.	Whetherdisclosureofproposedacquisition was required to be madeunder regulation $10(5)$ and if so,- whether disclosure was made andwhether it was made within thetimelinespecifiedundertheregulations.	No, disclosure was not required to be made underRegulation 10(5) of the Takeover Regulations.

	- date of filing with the stockexchange
7.	Details of acquisition	Disclosures made/required to bemade underregulation $10(5)$N/AN/A		Actual
	(a) Name of the transferor/seller			N/A
	(b) Date of acquisition			N/A
	(c) Number of shares/ voting rights inrespect of the acquisitions from eachperson mentioned in $7(a)$ above	N/A		N/A
	Totalshares(d)proposed tobeacquired/ actually acquired as a % ofdiluted share capital of TC	N/A		N/A
	(e) Price at which shares are proposed tobe acquired/actually acquired	N/A		N/A
8.	Shareholding details	Pre-Transaction		Post-Transaction
		No. ofshares held	$%$ w.r.t.total sharecapital ofTC100	No. ofsharesheld	% w.r.t. totalshare capitalof TC100
	- Each Acquirer/Transferee(*)	Please refer to Annexure A
	- Each Seller/Transferor

Signed for and on behalf of Global Footwear Services Private Limited

$\mu$ $\mathcal{U}$

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

Annexure A

Shareholders	Pre-Transaction		Post-Transaction
	No. of sharesheld	% w.r.t totalshare capitalof TC	No. of sharesheld	$%$ w.r.t totalshare capital ofТC
Bata BN (Promoter)	68,065,514	52.96	68,065,514	52.96
Public Shareholders	60,462,026	47.04	60,462,026	47.04

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

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

Shareholders	Pre-Transaction		Post-Transaction
	No. of sharesheld	$%$ w.r.t totalshare capital	No. of sharesheld	$%$ w.r.t totalshare capital
GFSPL	20,500	l 00	20,500	100

Shareholding Pattern of GFSPL

Shareholders	Pre-Transaction		Post-Transaction
	No. of sharesheld	$%$ w.r.t totalshare capital	No. of sharesheld	$%$ w.r.t totalshare capital
Western	5000	100	5000	100