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Glenmark Pharmaceuticals ltd Capital/Financing Update 2021

Apr 16, 2021

62608_rns_2021-04-16_bc791c88-512f-4e03-aff5-a0ede0f15348.pdf

Capital/Financing Update

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16 April 2021

To, To,
Dy. General Manager The Manager – Listing
Department of Corporate Services, National Stock Exchange of India Ltd.,
BSE Ltd. Plot No. C/1, G Block,
Phiroze Jeejeebhoy Towers Bandra Kurla Complex,
Dalal Street, Fort, Mumbai – 400 001 Bandra (E), Mumbai – 400 051
Ref: Scrip Code: 532296 Ref: Scrip Name: GLENMARK

Dear Sirs,

Re: Announcement by Glenmark Pharmaceuticals Limited (the "Company") of the Settlement of the Offer and Proposal in respect of U.S.$200,000,000 2.00 per cent. Resettable Onward Starting Equity‐linked Securities Due 2022 ("Bonds").

With respect to the above subject, we have made an announcement to the Singapore Exchange Securities Trading Limited dated April 16, 2021. Please find enclosed herewith a copy of the same as Annexure A.

You are requested to take the same on record.

Thanking you,

Yours faithfully, For Glenmark Pharmaceuticals Limited

HARISH VINAYAK KUBER Digitally signed by HARISH VINAYAK KUBER Date: 2021.04.16 10:02:14 +05'30'

Harish Kuber Company Secretary and Compliance Officer

Tel: 4018 9999 / 4018 9879 Fax: 4018 9986 (Legal & Secretarial Dept.) THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS ANNOUNCEMENT.

This announcement is not an offer to purchase, a solicitation of an offer to purchase, an offer to sell, or a solicitation of an offer to sell, the Bonds. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the United States, India or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus which will contain detailed information about the Company and its management, as well as its financial statements. No public offering of securities is to be made by the Company in the United States.

Announcement of the Settlement of the Offer

in respect of

U.S.$200,000,000 2.00 per cent. Resettable Onward Starting Equity-linked Securities Due 2022

(ISIN: XS1426780125; Common Code: 142678012)

(the "Bonds")

issued by

Glenmark Pharmaceuticals Limited

(incorporated with limited liability under the Indian Companies Act, 1956 with Registration No. 11-19982) (the "Company")

On 19 March 2021, the Company announced its invitation to the holders of its outstanding Bonds to tender Bonds for purchase by the Company for cash at the Purchase Price plus the Accrued Interest (subject to satisfaction or waiver of the Offer Condition) and to approve the amendment to the optional put notice period contained in the tender offer and solicitation memorandum dated 19 March 2021 (the "Tender Offer and Solicitation Memorandum"). Further announcements in relation to the results of the Offer and the results of the Proposal were made by the Company on 27 March 2021 and 12 April 2021, respectively. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Tender Offer and Solicitation Memorandum.

SETTLEMENT OF THE OFFER

The Company is pleased to announce that the settlement of the Offer was completed on 15 April 2021. The payment by the Company of the relevant Purchase Price and Accrued Interest in cash for the Bonds accepted for purchase pursuant to the Offer has been made on 15 April 2021.

Following settlement of the Offer, the Company has been informed by the Registrar that it has cancelled the Bonds which have been validly tendered pursuant to the Offer and purchased by the Company. Accordingly, the aggregate principal amount of Bonds which remain outstanding is US$76,750,000.

For detailed terms and conditions of the Offer and the Proposal, Bondholders should refer to the Tender Offer and Solicitation Memorandum and the Notice of Meeting.

Documents can be found on the Offer Website (at https://bonds.morrowsodali.com/glenmarkpharma). All questions and requests for assistance in connection with the delivery of Tender Instructions, Voting-Only Instructions or Attend Instruction may be directed to the Tender and Tabulation Agent by telephone at +44 20 8089 3287 (in London) or +852 2319 4130 (in Hong Kong) or by email at [email protected].

THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL THE BONDS. AN OFFER MAY ONLY BE MADE PURSUANT TO THE TERMS OF THE TENDER OFFER AND SOLICITATION MEMORANDUM.

The Offer does not constitute an offer to buy or the solicitation of an offer to sell the Bonds in any jurisdiction in which such offer or solicitation would be unlawful or would not be in compliance with the laws or regulations of such jurisdiction.

This announcement must be read in conjunction with the Tender Offer and Solicitation Memorandum. This announcement and the Tender Offer and Solicitation Memorandum contain important information which should be read carefully. If any Bondholder is in any doubt about any aspect of the Offer and/or the Proposal and/or the action it should take, it should seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Company, the Dealer Manager, the Trustee, the Agents or the Tender and Tabulation Agent or any person who controls, or any director, officer, employee, agent, adviser, representative or affiliate of, any such person is providing Bondholders with any legal, business, tax or other advice.

GLENMARK PHARMACEUTICALS LIMITED

16 April 2021