Continental Chemicals Ltd. — M&A Activity 2019

Nov 13, 2019

D & A FINANCIAL SERVICES (P) LIMITED

Merchant Banking & Corporate Advisory Services

13^th November, 2019

To

The Head (Listing) Department of Corporate Services, The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai

REG.: OPEN OFFER TO THE SHAREHOLDERS OF CONTINENTAL CHEMICALS LIMITED ("TARGET COMPANY") BY MR. ADITYA VIKRAM CHIBBA (HEREINAFTER REFERRED TO AS "ACOUIRER") ALONG WITH PERSON ACTING IN CONCERT MR. NARESH KUMAR CHIBBA, PURSUANT TO SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011.

Dear Sir,

We, in the capacity of Manager to the captioned offer and in compliance with Securities and Exchange Board of India (SAST) Regulations, 2011 are enclosing herewith Newspaper Cuttings of Pre Offer Advertisement published today in all editions of Business Standard (English) and Business Standard (Hindi), Mumbai Lakshdweep (Marathi) Mumbai edition for acquisition of shares of target company by the acquirer and PACs.

Kindly take it on your record.

Thanking You, Yours faithfully For D & A Financial Services (P) Limited

(Priyaranjan) Vice President

Encl.: As Above

H.O. & Regd. Office: 13, Community Centre, 2nd Floor, East of Kailash, New Delhi-110065, Phone:+91 11 26472557, 26419079 Fax:+91 11 26219491, E-mail:investors@dnafinserv.com, compliance@dnafinserv.com, contact@dnafinserv.com, Website:www.dnafinserv.com

CONTINENTAL CHEMICALS LIMITED (Registered Office: A-7, Sector-7, Noida - 201301)

Advertisement under Regulation 18(7) in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This Advertisement is being issued by D & A Financial Services (P) Limited (the "Manager to the Offer"), for and on behalf of the Acquirer, namely, Mr. Aditya Vikram Chibba and Person Acting in Concert namely Mr. Naresh Kumar Chibba pursuant to Regulation 18 (7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, in respect of the open offer to acquire shares of Continental The Deterministry is equivalent to the propertion in experiment to the continue stars of continued ("CCL"/"Target Company"). The Detailed Public Statement ("DPS") with respect to the aforementioned offer was published on M in Business Standard (English-All Editions), Business Standard (Hindi-All Editions), Lakshdeep (Marathi) Mumbai edition.

• 1. Offer Price is Rupees 13.00 (Rupees Thirteen Only) per equity share.
• 1. Committee of Independent Directors (Hereinafter referred to as "IDCs") of the Target Company recommends that the open offer price of Rupees 13.00 per fully paid up equity shares is fair and reasonable based on the following reasons:
• The Offer Price is higher than the price as arrived by taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies, which comes to Rupees 11, 73 per share

The IDC's recommendation was published on 11^th November, 2019 (Monday) in the same newspapers where Detailed Public Statement was published.

• 3 This Offer is not a Competing Offer.
• 1. The Letter of Offer dated 31^* October, 2019 has been dispatched to the shareholders on or before Wednesday, 6^th November, 2019.
• A Copy of the Letter of Offer (including Form of Acceptance cum acknowledgement) 5 will also be available on SEBI's website (www.sebi.gov.in) during the offer period and shareholders can also apply by downloading such forms from the website. Further, in case of non-receipt/ non-availability of the form of acceptance, the application can be made on plain paper along with the following details:

Name(s) & Address(es) of Joint Holder(s) (if any), Number of Shares held, Number of Shares tendered, Distinctive Numbers, Folio Number, Original share Certificate(s) and duly signed share transfer form(s).

In terms of Regulation 16(1) of the SEBI (SAST) Regulations, 2011, the Draft Letter of 6. Offer was submitted to SEBI on 17^th September, 2019. All the observations made by SEBI vide letter no. SEBI/HO/CFD/DCR-1/OW/P/2019/28357/1 dated 25^th October 2019 has been incorporated in the Letter of Offer.

There have been no material changes in relation to the Open Offer since the date of the PA, save as otherwise disclosed in the DPS, Corrigendum to DPS and the Letter of Offer

8.

Schedule of Activities:
Sr. No	Activity	Days & Dates Original Schedule	Days & Dates Revised Schedule
1.	Date of Public Announcement	Saturday,	Saturday,
		August 31, 2019	August 31, 2019
2.	Date of Publication of Detailed	Mondav.	Mondav.
	Public Statement	September 09, 2019	September 09, 2019
3.	Filing of the Draft letter of Offer to	Tuesday,	Tuesday,
	SEBI	September 17, 2019	September 17, 2019
4.	Last Date for a Competitive Offer(s)	Tuesdav.	Tuesdav.
		October 01, 2019	October 01, 2019
5.	Identified Date*	Monday,	Wednesday,
		October 14, 2019	October 30, 2019
6.	Date by which Final Letter of	Monday,	Wednesday,
	Offer will be dispatched to the	October 21, 2019	November 06, 2019
	shareholders
7.	Last Date for revising the Offer	Wednesday,	Friday,
	Price/ number of shares.	October 23, 2019	November 08, 2019
8.	Date by which the committee of	Thursday.	Monday,
	the independent directors of the	October 24, 2019	November 11, 2019
	Target Company shall give its recommendations.
9.	Date of Publication of Offer	Friday,	Wednesday,
	Opening Public Announcement	October 25, 2019	November 13, 2019
	10 Date of Commencement of	Tuesday.	Thursday,
	Tendering Period (Offer
	Opening date)	October 29, 2019	November 14, 2019
	11 Date of Expiry of Tendering	Monday.	Wednesday.
	Period (Offer Closing date)	November 11, 2019	November 27, 2019
	12 Last Date of communicating	Tuesday.	Wednesday,
	rejection/acceptance and payment	November 26, 2019	December 11, 2019
	of consideration for applications
	accepted/return of unaccepted
	share certificates/ credit of
	unaccepted Equity Shares to
	Demat Account.

* The identified date is only for the purpose of determining the public shareholders as on such date to whom the Letter of Offer would be mailed. It is clarified that all the Public Shareholders (registered or unregistered) are eligible to participate in this offer at any time prior to the closure of tendering period.

The Acquirer and PACs accept full responsibility for the information contained in this Pre Offer Advertisement and also shall be jointly or severally responsible for the fulfillment of the obligations under the Offer and as laid down in SEBI (SAST) Regulations, 2011 and subsequent amendments thereto.

This Pre Issue Advertisement will also be available on SEBI's website at www.sebi.gov.in

LXX

Issued by Manager to the Offer on behalf of the Acquirers D & A Financial Services (P) Limited
13, Community Centre, East of Kailash, New Delhi-110 065 Tel: (011) 26472557, 26419079, 26218274 Fax: (011) 26219491 Date: 12.11.2019 Email: investors@dnafinsery.com Place : New Delhi Contact Person: Ms. Radhika Pushkarna

$8cm \times 28cm$ 13th November, 2019