COFORGE LIMITED — M&A Activity 2019

Apr 8, 2019

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF NIIT TECHNOLOGIES LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO

Open offer for acquisition of up to 16,229,173 fully paid-up equity shares of face value of INR 10 each ("Equity Shares"), representing 26.00% of the Expanded Voting Share Capital (as defined below) of NIIT Technologies Limited ("Target Company") from the Public Shareholders (defined below) of the Target Company by Hulst B.V. ("Acquirer") along with The Baring Asia Private Equity Fund VII, L.P. ("PAC 1"), The Baring Asia Private Equity Fund VII, L.P.1 ("PAC 2") and The Baring Asia Private Equity Fund VII, SCSp ("PAC 3" and PAC 1, PAC 2 and PAC 3 together, the "PAC") in their capacity as persons acting in concert with the Acquirer, pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (the "Takeover Regulations") ("Offer" / "Open Offer").

This public announcement ("Public Announcement" / "PA") is being issued by JM Financial Limited, the manager to the Offer (the "Manager to the Offer"), for and on behalf of the Acquirer and the PAC, to the Public Shareholders pursuant to and in compliance with Regulations 3(1) and 4, read with other applicable regulations of the Takeover Regulations.

For the purpose of this Public Announcement, the following terms have the meanings assigned to them below:

(1) "Expanded Voting Share Capital" means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) working day from the closure of the tendering period for the Offer. This includes 636,020 employee stock options already vested, or which shall vest prior to December 31, 2019;

(2) "Public Shareholders" mean all the equity shareholders of the Target Company excluding (i) the Acquirer and the PAC; (ii) parties to the SPAs (defined below); and (iii) the persons acting in concert or deemed to be acting in concert with the persons set out in (i) and (ii);

• (3) "Working Day" means the working day of the Securities and Exchange Board of India; and
• (4) "Tendering Period" has the meaning ascribed to it under the Takeover Regulations.

1. Offer Details

• 1.1 Offer Size: The Acquirer and PAC hereby make this Offer to the Public Shareholders of the Target Company to acquire up to 16,229,173 Equity Shares ("Offer Shares"), constituting 26.00% of the Expanded Voting Share Capital of the Target Company, at a price of INR 1,394.00 per Offer Share aggregating to a total consideration of INR. 22,623,467,162 (assuming full acceptance) ("Offer Size"), subject to the terms and conditions mentioned in this Public Announcement, the detailed public statement ("DPS") and the letter of offer ("LoF") to be issued for the Offer in accordance with the Takeover Regulations.
• 1.2 Price / Consideration: The Offer is being made at a price of INR 1,394.00 per Equity Share ("Offer Price") determined in accordance with Regulation 8(2) of the Takeover Regulations. Assuming full acceptance of the Offer, the total consideration payable by the Acquirer in accordance with the Takeover Regulations will be INR 22,623,467,162.
• 1.3 Mode of Payment (cash/ security): The Offer Price will be paid in cash by the Acquirer in accordance with Regulation 9(1)(a) of the Takeover Regulations.
• 1.4 Type of Offer (Triggered offer, voluntary offer/competing offer, etc.): Triggered Offer. This Offer is a mandatory Offer made by the Acquirer and PAC in terms of Regulations 3(1) and 4 of the Takeover Regulations pursuant to the execution of the SPAs (defined below). This Offer is not subject to any minimum level of acceptance.

Details of underlying transaction
Type of		acquired/proposed	Shares/Voting rightsto beacquired	TotalConsiderationfor shares/	Mode of
Transaction(direct/indirect)	Mode of Transaction(Agreement/Allotment/Market Purchase)	Number	% vis a vistotal equity/voting rights	Voting rightsacquired(INR)	payment(Cash/securities)	Regulationwhich hastriggered
Direct	Agreement –The Acquirer has entered into(i) a Share Purchase Agreement dated April6, 2019, with NIIT Limited and NIITTechnologies Limitedto acquire 14,493,480Equity Shares,constituting 23.22%of theExpanded Voting Share Capital("SPA1");(ii)a Share Purchase Agreement dated April6, 2019, inter-alia, with Rajendra SinghPawar,Neeti Pawar, Pawar Family TrustandNIITTechnologiesLimitedtoacquire2,176,870Equity Shares, constituting 3.49%of the Expanded Voting Share Capital("SPA2"); and (iii) a share purchase agreementdated April 6, 2019, inter-alia, with VijayKumar Thadani, Renuka Kumar Thadani,Thadani Family TrustandNIIT TechnologiesLimitedto acquire 2,177,768Equity Shares,constituting 3.49% of the Expanded VotingShare Capital ("SPA 3" and together withSPA 1and SPA 2, the"SPAs")	18,848,118EquityShares	30.20% of theExpandedVoting ShareCapital	INR26,274,276,492	Cash	Regulations3(1) and 4oftheTakeoverRegulations

2. Transaction which has triggered the Open Offer obligations (Underlying Transaction)

3. Acquirer and PAC

Details	Acquirer	PAC 1	PAC 2	PAC 3	Total
Name	Hulst B.V.	TheBaringAsiaPrivate Equity FundVII, L.P.	The Baring AsiaPrivateEquityFund VII, L.P.1	The Baring AsiaPrivateEquityFund VII, SCSp
Address	Atrium Building, 8thFloor,Strawinskylaan3127,1077ZXAmsterdam,TheNetherlands	Ugland House, P.O.Box309,GrandCayman, KY1-1104,Cayman Islands	UglandHouse,P.O.Box309,GrandCayman,KY1-1104,Cayman Islands	14,rueEdwardSteichen,L-2540Luxembourg,Grand Duchy ofLuxembourg
Name(s) of persons incontrol/promotersofAcquirer/PAC, whereAcquirer / PAC is acompany.	TheAcquirerisincorporated under thelaws of Netherlands.PAC 1, PAC 2 andPAC 3 collectively andindirectly controltheAcquirer.	PAC 1 is a CaymanIslandslimitedpartnershipcontrolledbyitsgeneralpartnerBaring Private EquityAsia GP VII, L.P.whichinturniscontrolledbyitsgeneralpartner,Baring Private EquityAsia GP VII Limited.	PAC 2 is a CaymanIslandslimitedpartnershipcontrolledbyitsgeneralpartnerBaringPrivateEquityAsiaGPVII, L.P. which inturn is controlledbyitsgeneralpartner,BaringPrivate Equity AsiaGP VII Limited.	PAC3isaLuxembourgpartnershipcontrolled by itsgeneralpartnerBaringPrivateEquityAsiaGPVII, s.a.r.l. whichin turn is controlledby Baring PrivateEquityAsiaGPVII Limited.
Nameof the group, ifany,towhichtheAcquirer and the PACbelong.	Baring Private EquityAsia	Baring Private EquityAsia	BaringPrivateEquity Asia	BaringPrivateEquity Asia

Details	Acquirer	PAC 1	PAC 2	PAC 3	Total
Pre-transaction	Nil.	Nil.	Nil.	Nil.	Nil.
shareholding
Number
% of the Expanded
Voting Share Capital.
Proposed shareholding	35,077,291Equity	Nil.	Nil.	Nil.	35,077,291
after the acquisition of	Sharesrepresenting				EquityShares
shares (including the	56.20%ofthe				representing
shares due to which the	ExpandedVoting				56.20%ofthe
OpenOffergot	Share Capital.				Expanded Voting
triggered).*					Share Capital.
Any other interest in	Nil.	Nil.	Nil.	Nil.
the Target Company.

*Assuming full acceptance of the Offer

4. Details of the selling shareholders, if applicable

			Details of the shares / voting rights held by the selling shareholders
		Part of the	Pre Transaction			Post Transaction
Name		PromoterGroup(Yes/No)	Number	% of totalsharecapital*	% of ExpandedVoting ShareCapital	Number	% of totalsharecapital	% of ExpandedVoting ShareCapital
NIIT Limited		Yes	14,493,480	23.46%	23.22%	Nil.	Nil.	Nil.
V.K.HUF	Thadani	Yes	759	0.00%	0.00%	Nil.	Nil.	Nil.
RenukaThadaniVijayThadani.	KumarandKumar	Yes	998	0.00%	0.00%	Nil.	Nil.	Nil.

		Details of the shares / voting rights held by the selling shareholders
	Part of the	Pre Transaction			Post Transaction
Name	PromoterGroup(Yes/No)	Number	% of totalsharecapital*	% of ExpandedVoting ShareCapital	Number	% of totalsharecapital	% of ExpandedVoting ShareCapital
VijayKumarThadaniandRenukaKumarThadani	Yes	100	0.00%	0.00%	Nil.	Nil.	Nil.
VijayKumarThadaniasTrusteeofThadaniFamilyTrust	Yes	2,175,911	3.52%	3.49%	Nil.	Nil.	Nil.
R. S. Pawar HUF	Yes	759	0.00%	0.00%	Nil.	Nil.	Nil.
RajendraSinghPawar and NeetiPawar	Yes	100	0.00%	0.00%	Nil.	Nil.	Nil.
Neeti Pawar andRajendraSinghPawar	Yes	100	0.00%	0.00%	Nil.	Nil.	Nil.
RajendraSinghPawar as Trusteeof PawarFamilyTrust	Yes	217,5911	3.52%	3.49%	Nil.	Nil.	Nil.

* Pre transaction shareholding percentages calculated after considering the total number of Equity Shares of the Target Company as on March 31, 2019.

5. Target Company

Name	NIIT Technologies Limited
Registered Address	8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi, Delhi, 110019, India
Stock Exchanges where	BSE Limited (Scrip Code: 532541) (Scrip ID: NIITTECH)and the National Stock Exchange of India
listed	Limited (Symbol:NIITTECH).

6. Other Details

• 6.1 The DPS pursuant to this Public Announcement shall be published in newspaper(s) in accordance with Regulation 13(4) and other applicable regulations of the Takeover Regulations. The DPS shall, inter alia, contain details of the Offer, detailed information on the Offer Price, the Acquirer, the PAC, the Target Company, the background to the Offer (including details of and conditions precedent to the Offer and completion of the transactions contemplated by the transaction agreements), the statutory approvals required for the Offer, details of financial arrangements and other terms of the Offer. The DPS will be published, as required by Regulation 14(3) of the Takeover Regulations, in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, any one regional language daily newspaper with wide circulation at the place where the registered office of the Target Company is situated, and any one regional language daily newspaper at the place of the stock exchange where the maximum volume of trading in the Equity Shares was recorded during the 60 (sixty) trading days preceding the date of this Public Announcement.

• 6.2 The Acquirer and PAC undertake that they are fully aware of and will comply with their obligations under the Takeover Regulations. The Acquirer confirms that it has adequate financial resources to meet their obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Equity Shares tendered in the Offer, in terms of Regulation 25(1) of the Takeover Regulations.

• 6.3 The Offer is not conditional upon any minimum level of acceptance under Regulation 19(1) of the Takeover Regulations.

• 6.4 The Offer is not a competing offer in terms of Regulation 20 of the Takeover Regulations.

• 6.5 The Acquirer, the PAC and their respective directors accept full responsibility for the information contained in this Public Announcement (other than information regarding the Sellers, the Target Company and information compiled from publicly available sources or provided by Seller and the Target Company, which has not been independently verified by the Acquirer, the PAC or the Manager to the Offer).

• 6.6 The information pertaining to the Target Company contained the Public Announcement has been compiled from the information published or publicly available sources or provided by the Target Company.

• 6.7 The completion of the Offer is subject to receipt of statutory approvals required, to be set out in the DPS and LoF.

Issued by the Manager to the Offer

JM Financial Limited 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, India. Tel: +91 22 6630 3030 Fax: +91 22 6630 3330 Email: prachee.dhuri@jmfl.com Contact person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361

For and on behalf of the Acquirer and PAC

Hulst B.V. (Acquirer)

The Baring Asia Private Equity Fund VII, L.P. (PAC 1)

The Baring Asia Private Equity Fund VII, L.P.1 (PAC 2)

The Baring Asia Private Equity Fund VII, SCSp (PAC 3)

Place: Mumbai

Date: April 6, 2019