Continental Chemicals Ltd. — M&A Activity 2019

Nov 11, 2019

D & A FINANCIAL SERVICES (P) LIMITED

Merchant Banking & Corporate Advisory Services

11^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 "ACQUIRER") 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 Reg. 26(6) of the Securities and Exchange Board of India (SAST) Regulations, 2011 are enclosing herewith Newspaper Cuttings of Independent Director Recommendation 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 Business Standard NEW DELHI | MONDAY, 11 NOVEMBER 2019

Dated: 09.11.2019

PWD (R&B) Electric Division Jammu

CONTINENTAL CHEMICALS LIMITED Rec (Registered Office: A-7, Sector-7, Noida - 201301)
Tel: Recommendations of the Committee of Independent Directors (IDC) on the Open Offer to Fax the Shareholders of Continental Chemicals Limited under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), as amended till date
Date	09.11.2019
Name of the Target Company (TC)	Continental Chemicals Limited
Details of the Offer pertaining to TC	Open Offer made by Acquirer Mr. Aditya Vikrami Chibba and PACs namely Mr. Naresh Kumar Chibba to acquire upto 5,84,740 equity shares ("Offer Shares"), representing 26% of the total emerging paid up equity share capital of Continental Chemicals Limited. (Target Company).	SI. No. 1.
	Offer Price: Rupees 13.00 (Rupees Thirteen Only) per equity share as mentioned in the Letter of Offer filed with SEBI.	2.
Name of the Acquirers and PACs	Mr. Aditya Vikram Chibba and PACs namely Mr. Naresh Kumar Chibba	3.
Name of the Manager to the Offer	D & A Financial Services (P) Ltd	4.
	SEBI Registration No.: INM000011484
Members of the Committee of	(a) Mr. Pradeep Kumar Chopra	5.
Independent Directors	(b) Mr. Akshat Bhaskar
IDC Member's relationship with the	Members of the Committee do not have any
TC (Director, Equity shares owned,	relationship or interest in the Company except to	6.
any other contract/relationship), if any	the extent of the sitting fees paid and the reimbursement of expenses by the company in their	7. 8.
Trading in Equity Shares/ other	capacity as Directors. Members of the Committee does not hold any
securities of the TC by IDC Members	shares or securities in the Target Company.
IDC Member's relationship with the	No relationship exists between the members of the
Acquirer/PAC	IDC and the Acquirer & PACs.	#The **No
Trading in equity shares/other securities	NotApplicable	Not
of the Acquirer/PAC by IDC Members		1. E
Recommendation on the Open Offer.	IDC members believe that the Open Offer made to
as to whether the offer is fair and	the shareholders of Continental Chemicals Limited
reasonable	is fair and reasonable.
Summary of reasons for recommendation	In forming the aforesaid opinion/recommendations the IDC has considered the following:- 1. 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	SI. No.
	customary for valuation of shares of such companies, which comes to Rupees 11.73 per share	1. 2. 3.
	The Open Offer by the Acquirer and PACs are being made at the highest price amongst the selective criteria and is in line with the Regulations prescribed under the SEBI (SAST) Regulations, and hence appear to be fair and reasonable	2. $\mathbf 1$ F F f
Details of Independent Advisors, if any	NIL.	C
Any other matter(s) to be highlighted NIL		3. П
"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all material respects, true and correct and not misleading, whether by omission of any information or otherwise and includes all the information required to be disclosed by the Committee of Independent Directors of Continental Chemicals Limited under the SEBI (SAST) Regulations, 2011." For Continental Chemicals Limited $0 + 1$		c 4. J 5. П a

(Pradeep Kumar Chopra) Chairman of Committee

(Akshat Bhaskar) Member

Place : Kolkata

Date: 09.11.2019