Esab India Ltd. — Major Shareholding Notification 2022

Jan 24, 2022

909 Rose Avenue | 8th Floor North Bethesda | Maryland 20852 United States of America

Date: 24 January 2022

To

BSE Limited PJ Towers Dalal Street Mumbai 400 001 National Stock Exchange of India Limited Exchange Plaza, Plot No. 01, G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051

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Scrip code: 500133

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 MT Foreign Holdings, Inc., a subsidiary company incorporated in the U.S., and the remaining (approximately 11%) of the shares of CAST Limited through Imo Holdings, Inc., a subsidiary company incorporated in the U.S.

ESAB Corporation (incorporated in the U.S.) is a recently incorporated wholly-owned subsidiary of Colfax Corporation. ESAB Corporation is a Delaware corporation, incorporated on May 19, 2021 with its principal place of business at 909 Rose Avenue, 8th Floor, North Bethesda, Maryland 20852, U.S.A. As part of its ongoing global restructuring, Colfax Corporation intends, inter alia, to transfer to ESAB Corporation, 100% of the equity shares held by Colfax Corporation in each of MT Foreign Holdings, Inc. and Imo Holdings, Inc. This indirect transfer of 100% shares of CAST Limited by Colfax Corporation to ESAB Corporation 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

ESAB Corporation ("Transaction"). As a result, upon consummation of the Transaction, ESAB Corporation 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.

This is for your information and record.

For and on behalf of ESAB Corporation

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

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Disclosure 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

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1.	Name of the Target Company(TC)	ESAB India Limited
2.	Name of the acquirer(s)	ESAB Corporation, a corporation incorporated in theState 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 willtransfer to the acquirer 100% of its equity shares ineach of MT Foreign Holdings, Inc. and Imo Holdings,Inc. As a result of this transfer, the acquirer willindirectly hold and control the shares of ESABHoldings Limited and Exelvia Group India B.V.(being the promoters of the TC), and be deemed to bea member of the promoter group of the TC. ESABHoldings Limited and Exelvia Group India B.V. hold11,347,960 fully paid-up equity shares of the TC,representing 73.72% of its equity share capital. Onand from the consummation of the Transaction, theacquirer will indirectly (through control over theexisting promoter entities of TC) hold 73.72% of theequity share capital of the TC and thereby acquire theability to exercise indirect control over 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 sharesare tobeacquired	Colfax Corporation
	b.Proposed date of acquisition	February 1, 2022
	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 each of MTForeign Holdings, Inc. and Imo Holdings, Inc. As aresult of such acquisition, the acquirer will indirectlyhold and control the equity interests of ColfaxCorporation in ESAB Holdings Limited and Exelvia

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			Group India B.V., who collectively hold 11,347,960fully paid-up equity shares of the TC, representing73.72% of its total issued and outstanding equity sharecapital.
	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 each of MT Foreign Holdings, Inc. andImo Holdings, Inc. The value attributed to the sharesindirectly held by each of MT Foreign Holdings, Inc.and Imo Holdings, Inc. in the TC in the proposedacquisition is Rs. 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.	Relevant sub-clause of regulation$10(1)(a)$ under which the acquireris exempted from making openoffer		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.		If frequently traded, volumeweighted 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. 2,920.772
7.		If in-frequently traded, the priceas determined in terms of clause	Not applicable.

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Declaration by the acquirer, thatThe acquirer hereby declares that the acquisition pricethe acquisition price would not bewould not be higher by more than 25% of the pricehigher by more than 25% of thecomputed in point 6 above.price computed in point 6 or point7 as applicable.(i) Declaration by the acquirer,(i)The acquirer hereby declaresthat thethat the transferor and transfereetransferor and the transferee have compliedhave complied (during 3 yearsand will comply with the disclosureprior to the date of proposedrequirements under Chapter V of the SEBIacquisition) / will comply withTakeover Regulations,thetoextentapplicabledisclosureapplicable.requirements in Chapter V of theTakeoverRegulations,2011(corresponding provisions ofNot applicable - no disclosures under Chapter(ii)therepealedTakeoverV of the SEBI Takeover Regulations wereRegulations 1997)required to be made by the transferor ortransferee during the previous 3 (three) years(ii) The aforesaid disclosureprior to the date of the proposed acquisition.made during the previous 3 yearsprior to date of the proposedacquisition to be furnished.Declaration by the acquirer thatThe acquirer hereby declares that the conditionsall the conditions specified underspecified under Regulation $10(1)(a)$ of the SEBIregulation $10(1)(a)$ with respectTakeover Regulations with respect to exemptions haveto exemptions has been dulybeen duly complied with.complied with.Shareholding detailsBefore the proposedAfter the proposedtransactiontransactionNo. ofNo. of$%$ w.r.t% w.r.tsharestotal sharesharestotal share/votingcapital of/votingcapital ofrightsTCrightsTCAcquirer(s) and PACs (other$,0$11,347,96073.72$\theta$athan sellers) $(*)$$\mathbf b$Seller(s)11,347,96073.7211,347,96073.72(the Seller(the Sellerwillwillcontinue tocontinue toindirectlyindirectlyhold thehold theequityequityshares inshares inthe TCthe TCthrough thethrough the			(e) of sub-regulation (2) ofregulation 8.
	8.
	9.
	10.
	11.
						acquirer)	acquirer)

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• $(*)$ Shareholding of each entity may be shown separately and then collectively in a group. $\bullet$
• $\bullet$ The above disclosure shall be signed by the acquirer mentioning date & place. In case, 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.

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For and on behalf of ESAB Corporation

Name: B. Mohan Designation: Authorised Signatory

Note: