Esab India Ltd. — Major Shareholding Notification 2021

Dec 23, 2021

MT Foreign Holdings, Inc. c/o Colfax Corporation 2711 Centerville Road, Suite 400 Wilmington, DE 19808

Date: 23 December 2021

To

BSE Limited PJ Towers Dalal Street Mumbai 400 001

Scrip code: 500133

National Stock Exchange of India Limited Exchange Plaza, Plot No. 01, G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051

Scrip code: ESABINDIA

Dear Sirs.

Re: Disclosure under Regulation 10(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (such regulations, as amended, "SEBI Takeover Regulations") in respect of an acquisition exempted from the open offer requirements pursuant to Regulation 10(1)(a)(iii) of the SEBI Takeover Regulations.

Target Company: ESAB India Limited.

ESAB Holdings Limited (incorporated in the U.K.) and Exelvia Group India B.V. (incorporated in the Netherlands) are the promoters of ESAB India Limited ("Target Company"), and collectively hold 11,347,960 fully paid-up equity shares of face value of Rs.10 each, representing 73.72% of the total paid-up equity share capital of the Target Company.

ESAB Holdings Limited and Exelvia Group India B.V. are indirect/step-down subsidiaries of Colfax Corporation (incorporated in the U.S. and listed on the New York Stock Exchange), which is the ultimate parent company of the Target Company. Colfax Corporation holds the shares of ESAB Holdings Limited and Exelvia Group India B.V. through CAST Limited, an indirect/step-down subsidiary of Colfax Corporation incorporated in the U.K. Colfax Corporation holds approximately 89% of the shares of CAST Limited through Colfax UK Finance Limited, a subsidiary company incorporated in the U.K., and the remaining (approximately 11%) shares of CAST Limited through Imo Holdings, Inc., a subsidiary company incorporated in the U.S.

MT Foreign Holdings, Inc. (incorporated in the U.S) is a recently incorporated wholly-owned subsidiary of Colfax Corporation. MT Foreign Holdings, Inc. is a Delaware corporation, incorporated on June 21, 2021 with its principal place of business at 2711 Centerville Road, Wilmington, Delaware 19808. As part of its ongoing global restructuring, Colfax Corporation intends, inter alia, to transfer to MT Foreign Holdings, Inc., 100% of the equity shares held by Colfax Corporation in Colfax UK Finance Ltd while retaining its shareholding in Imo Holdings, Inc. This indirect transfer of approximately 89% shares of CAST Limited by Colfax Corporation to MT Foreign Holdings, Inc. would result in a transfer of control over the entire indirect shareholding of Colfax Corporation in ESAB Holdings Limited and Exelvia Group India B.V. to MT Foreign Holdings, Inc. ("Transaction"). As a result, upon consummation of the Transaction, MT Foreign Holdings, Inc. shall indirectly hold/exercise control over 11,347,960 fully paid-up equity shares of the Target Company, representing 73.72% of the total equity share capital of the Target Company and thereby acquire the ability to exercise indirect control over the Target Company.

The Transaction is an inter se transfer of shares amongst qualifying persons in terms of Regulation $10(1)(a)(iii)$ of the SEBI Takeover Regulations, and is exempt from the open offer requirements under the SEBI Takeover Regulations.

We enclose herewith the required disclosures pursuant to Regulation 10(5) of the SEBI Takeover Regulations.

$\overline{2}$

This is for your information and record.

For and on behalf of MT Foreign Holdings, Inc.

Name: B. Mohan Designation: Authorised Signatory

Encl.: As attached.

cc: ESAB India Limited Plot No.13, 3rd Main Road, Industrial Estate, Ambattur, Chennai – 600 058

Disclosure under Regulation $10(5)$ – Intimation to Stock Exchanges in respect of acquisitionunder Regulation $10(1)(a)$ of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company(TC)	ESAB India Limited
2.	Name of the acquirer(s)	MT Foreign Holdings, Inc., a corporation incorporatedin the State of Delaware, the United States of America.
3.	Whether the acquirer(s) is/ arepromoters of the TC prior to thetransaction. If not, nature ofrelationship or association withthe TC or its promoters	The acquirer is a recently formed wholly-ownedsubsidiary of Colfax Corporation (the ultimate holdingcompany of the TC and listed on the New York StockExchange).Pursuant to the Transaction, Colfax Corporation will
		transfer to the acquirer 100% of its equity shares inColfax UK Finance Ltd. As a result of this transfer,the acquirer will indirectly hold and control the sharesof ESAB Holdings Limited and Exelvia Group IndiaB.V. (being the promoters of the TC), and be deemedto be a member of the promoter group of the TC.ESAB Holdings Limited and Exelvia Group IndiaB.V. hold 11,347,960 fully paid-up equity shares ofthe TC, representing 73.72% of its equity shareOn and from the consummation of thecapital.Transaction, the acquirer will indirectly (throughcontrol over the existing promoter entities of TC) hold73.72% of the equity share capital of the TC andthereby acquire the ability to exercise indirect controlover the TC.Upon consummation of the Transaction, ColfaxCorporation will continue as the ultimate parentcompany of the TC.
4.	Detailsoftheproposedacquisition
	Name of the person(s) froma.whom shares are to beacquired	Colfax Corporation
	b.Proposed date of acquisition	December 30, 2021
	Number of shares to beC.acquired from each personmentioned in $4(a)$ above	No shares of the TC are proposed to be directlyacquired.
		The acquirer intends to acquire from ColfaxCorporation 100% of the equity shares of Colfax UKFinance Ltd. As a result of such acquisition, theacquirer will indirectly hold and control the equityinterests of Colfax Corporation in ESAB HoldingsLimitedand Exelvia Group India B.V.,who

$\mathbbm{1}$

			collectively hold 11,347,960 fully paid-up equityshares of the TC, representing 73.72% of its totalissued and outstanding equity share capital.
	d.	Total shares to be acquiredas % of share capital of TC	73.72% (Indirect acquisition of 73.72% of the sharecapital of the TC and thereby the ability to exerciseindirect control over the TC).
	e.	Price at which shares areproposed to be acquired	The acquirer will, inter alia, acquire from ColfaxCorporation, 100% of the equity shares held by ColfaxCorporation in Colfax UK Finance Ltd. The valueattributed to the shares indirectly held by Colfax UKFinance Ltd. in the TC in the proposed acquisition isRs. 32,160,118,640.
			Accordingly, for the purposes of availing theexemption set forth in Regulation $10(1)(a)(iii)$ of theTakeover Regulations, the shares of the TC areproposed to be indirectly acquired at a price/value ofRs. 2,834 per share.
	f.	Rationale, if any, for theproposed transfer	As disclosed by the TC to the stock exchanges onMarch 31, 2021, Colfax Corporation intends toseparate its group business into two independent andpublicly traded companies - one business will focuson fabrication technologies and the other on specialtymedical devices. The proposed transfer is an integralpart of this separation and reorganization of businessby Colfax Corporation.
5.	offer	Relevant sub-clause of regulation$10(1)(a)$ under which the acquireris exempted from making open	Sub-clause (iii) of Regulation $10(1)(a)$ of the SEBITakeover Regulations (inter se transfer amongstqualified persons).
			The acquirer is, and at the time of the proposedacquisition shall be, a wholly-owned subsidiary ofColfax Corporation, the transferor in the proposedtransaction, which would result in an indirectacquisition of shares and voting rights in the TC.
6.	frequently traded, volumeΙfweighted average market pricefor a period of 60 trading dayspreceding the date of issuance ofthis notice as traded on the stockexchange where the maximumvolume of trading in the shares ofthe TC are recorded during suchperiod.		Rs. 2,649.05 per share
7.		If in-frequently traded, the priceas determined in terms of clause(e) of sub-regulation $(2)$ ofregulation 8.	Not applicable.

The acquirer hereby declares that the acquisition pricewould not be higher by more than 25% of the pricethattheextent
(i)acquirer hereby declaresThetransferor and the transferee have compliedand willcomply with the disclosurerequirements under Chapter V of the SEBITakeoverRegulations,totheapplicable.(ii)Not applicable – no disclosures under ChapterV of the SEBI Takeover Regulations wererequired to be made by the transferor ortransferee during the previous 3 (three) yearsprior to the date of the proposed acquisition.
The acquirer hereby declares that the conditionsspecified under Regulation 10(1)(a) of the SEBITakeover Regulations with respect to exemptions havebeen duly complied with.
After the proposed
transactionNo. of
% w.r.t
total share
capital of
73.72
73.72
(the Sellerwillcontinue toindirectlyhold theequityshares inthe TCthrough theacquirer)
TC

Note:

• Shareholding of each entity may be shown separately and then collectively in a $(*)$ $\bullet$ group.
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, $\bullet$ there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

$\overline{4}$

For and on behalf of MT Foreign Holdings, Inc.,

Name: B. Mohan Designation: Authorised Signatory