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Bata India Limited Major Shareholding Notification 2019

Nov 5, 2019

60486_rns_2019-11-05_5224c4ff-0dd6-4597-8f2d-937398e0fae5.pdf

Major Shareholding Notification

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Global Footwear Services Pte. Ltd., 111 North Bridge Road, #19-04 Peninsula Plaza, Singapore 179098 Tel: +65 6339 1433 Fax: +65 6339 7688 Email: [email protected]

November 5, 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

Sub: Intimation under Regulation 10(5) 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 204, Rashbehari Avenue, Kolkata - 700029, India. The equity shares of BIL are listed on BSE Limited and National Stock Exchange of India 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%
    1. At present, BBN is a wholly owned subsidiary of International Footwear Distributors S.à 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 Eugène Ruppert, 2453 Luxembourg, Grand Duchy of Luxembourg. The entire share capital of IFDS is in turn 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.
    1. It has been proposed to undertake an internal reorganisation of the group companies which are under the ownership and control of Western, as part of which the entire share capital of IFDS held by Western (12500 ordinary shares representing 100% of the share capital of IFDS) would be 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 Western (the "Proposed Transaction").
    1. IFDS and GFSPL are both wholly owned subsidiaries of, and controlled by Western.
    1. Upon the consummation of the Proposed Transaction, GFSPL will hold the entire share capital of IFDS, and therefore indirectly hold the entire share capital of BBN. GFSPL will therefore indirectly hold 52.96% (fifty two point nine six percent) of the equity shares of BIL. However, the Proposed Transaction would not result in any change in the shareholding in BIL. Please see enclosed a diagrammatic depiction of the direct and indirect ownership structure of BIL before and after the consummation of the Proposed Transaction, in Annexure I.
  1. We enclose herewith, the intimation in terms of Regulation 10(5) of the Takeover Regulations, in the format specified therein, in relation to the Proposed 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: 5th November 2019 Place: Singapore

Annexure I

Direct and indirect shareholding of BIL pre and post consummation of the Proposed Transaction

FORMAT FOR DISCLOSURES UNDER REGULATION $10(5)$ - INTIMATION TO STOCK EXCHANGES IN RESPECT OF ACQUISITION UNDER REGULATION $10(1)(A)$ 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 PrivateLimited ("GFSPL") a limitedliability company organized andunderexistingthelawsofSingapore, having its registeredoffice at 111 North bridge Road,#19-04 Peninsula Plaza, Singapore$-179098.$
3. Whether the acquirer(s) is/ are promoters of the TCprior to the transaction. If not, nature of relationshipor association with the TC or its promoters The acquirer i.e. GFSPL and thepromoter of the TC i.e. Bata BN("BBN")arewhollyownedsubsidiaries of, and are controlledby Western Investment and TradingCompany Limited ("Western"), acompany organised and existingunder the laws of Bermuda, havingits registered office at ClarendonHouse, 2 Church Street, HamiltonHM 11, Bermuda. GFSPL is a directwhollyownedsubsidiaryofWestern and BBN is an indirectwholly ownedsubsidiaryofWestern.
4. Details of the proposed acquisition
a. Name of the person(s) from whom shares are tobe acquired Western Investment and TradingCompany Limited, a companyorganised and existing under thelaws of Bermuda, having itsregistered officeat ClarendonHouse, 2 Church Street, HamiltonHM 11, Bermuda.
b. Proposed date of acquisition On or after November 11th, 2019but prior to November 15th, 2019.
Number of shares to be acquired from eachc.person mentioned in 4(a) above GFSPL will acquire 12500 ordinaryshares representing 100% of theshare capital/voting rights of IFDSfrom Western.
d. Total shares to be acquired as % of share capitalof TC Not applicable, since the acquisitionwould not result in any change in theshareholding in BIL.
e. Price at which shares are proposed to beacquired Not applicable, as no considerationis proposed to be paid in relation tothe acquisition.
f. Rationale, if any, for the proposed transfer The proposed transfer is a part of theinternal reorganisation of groupcompanies under the ownership andcontrol of Western.
5. Relevant sub-clause of regulation $10(1)(a)$ underwhich the acquirer is exempted from making openoffer $10(1)(a)(iii)$ of theTakeoverRegulations. Western (i.e. seller)and GFSPL (i.e. acquirer) arequalifying persons as GFSPL is awholly ownedsubsidiaryofWestern. Further, IFDS and GFSPL,bothbeingwhollyownedsubsidiaries of, and controlled byWestern, are fellow subsidiaries.
6. If, frequently traded, volume weighted averagemarket price for a period of 60 trading dayspreceding the date of issuance of this notice as tradedon the stock exchange where the maximum volumeof trading in the shares of the TC are recorded duringsuch period. Not applicable, as no considerationis proposed to be paid in relation tothe acquisition.
7. If in-frequently traded, the price as determined interms of clause (e) of sub-regulation (2) ofregulation 8. Not applicable.
8. Declaration by the acquirer, that the acquisition pricewould not be higher by more than 25% of the pricecomputed in point 6 or point 7 as applicable. Not applicable.
9. (i) Declaration by the acquirer, that the transferorand transferee have complied (during 3 years priorto the date of proposed acquisition)/ will complywith applicable disclosure requirements in ChapterV of the Takeover Regulations, 2011 (correspondingprovisions of the repealed Takeover Regulations,1997)(ii) The aforesaid disclosures made during previous3 years prior to the date of proposed acquisition tobe furnished. Whiletransferorthe(being)Western) and the transferee (beingGFSPL) were not required tocomply with Chapter V of theTakeover Regulations during the 3years prior to the date of theproposed acquisition, BBN, as apromoter of the TC, has compliedwith the said regulations during theaforesaid period. The transferor andthe transferee will comply with thedisclosure requirements set out inChapter V of the TakeoverapplicableRegulations,asınrelationtheProposedtoTransaction.For the sake of completeness, wehave enclosed herewith the copiesof the disclosures made by BBNunder Chapter V of the TakeoverRegulations during the 3 years priorthe date of the proposedtoacquisition as Annexure B.
10. Declaration by the acquirer that all the conditionsspecified under regulation $10(1)(a)$ with respect toexemptions has been duly complied with. All the conditions specified underRegulation $10(1)(a)$ with respect toexemptions, as applicable, havebeen/will be duly complied with.
11. Shareholding details Before theAfter theproposedproposedtransactiontransaction
No. ofshares/ $\frac{0}{0}$w.r.t No. ofshares/ $\frac{0}{0}$w.r.t
voting total voting total
rights share rights share

Global Footwear Services Page 6 of 8

capitalof $Tf$ capita.
Acquirer(s) and PACs (other than sellers)a. Please refer to Annexure A
Seller(s)

Signed for and on behalf ofGlobal Footwear Services Private Limited

$\overline{M}$

Name: Chong Chee Kiam JeremyDesignation: DirectorDate: 5th November 2019 Place: Singapore

Annexure A

Direct Chronoling a secretari of feet get Completing (feet Different
Shareholders Before the Proposed Transaction After the Proposed Transaction
No. ofshares/votingrights % w.r.t totalshare capitalof TC No. ofshares/votingrights % w.r.t totalshare capital ofTС
Bata BN (Promoter) 68,068,185 52.96 68,068,185 52.96
Public Shareholders 60,459,355 47.04 60,459,355 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 Before the Proposed Transaction After the Proposed Transaction
No. of $%$ w.r.t total No. of $%$ w.r.t total
shares/voting share capital shares/voting share capital of
rights of TC rights
IFDS 20,500 100 20,500 100

Shareholding Pattern of IFDS

Shareholders Before the Proposed Transaction After the Proposed Transaction
No. of % w.r.t total No. of % w.r.t total
shares/voting share capital shares/voting share capital of
rights of TC rights TC
Western 12500 100 NIL NIL
GFSPL NIL NIL 12500 100

Shareholding Pattern of GFSPL

Shareholders Before the Proposed Transaction After the Proposed Transaction
No. of $%$ w.r.t total No. of % w.r.t total
shares/voting share capital shares/voting share capital of
rights of T C rights
Western $-5,000$ 100 5,000 100

Annexure B