Integra Essentia Limited — M&A Activity 2022

Jun 3, 2022

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June 3, 2022

Listing Department Listing Compliance Department National Stock Exchange of India Limited BSE Limited. Exchange Plaza Phirozee Jeejeebhoy Bandra-Kurla Complex, Towers, Dalal Street, Fort, Bandra (E), Mumbai 400 051 Mumbai - 400 001 NSE Symbol: ESSENTIA Scrip Code: 535958

Sub: Intimation about publication of Extension of Revised closure period of Rights Issue advertisement in the newspaper

Dear Sir/Madam,

With reference to the above captioned subject, we are submitting herewith the extract of the Revised Newspaper publications in Business Standard (English Edition) and Business Standard (Hindi Edition) newspapers both dated June 3, 2022 intimating the extension of closure period of Rights Issue of Integra Essentia Limited by 4 (Four) days, i.e. June 14, 2022 (New Closure Date) which is scheduled to be closed on June 10, 2022 (Old Closure Date) and Right Entitlement Trading Window has also been extended from June 6, 2022 to June 8, 2022.

For the purpose of utmost clarity, all dates/details/terms, as amended by the Right Issue Committee are being reproduced herein below:

Particulars	Previously intimated date	New (Extended) Date
Last date for on Market Renunciation of Right Entitlement*	Monday, June6,2022	Wednesday, June8,2022
Right Issue ClosingDate	Friday, June 10,2022	Tuesday, June 14,2022

You are requested to kindly take the above information on record and oblige.

Thanking you,

Yours Faithfully,

for Integra Essentia Limited

Digitally signed PRINCE CHUGH by PRINCE CHUGH Prince Chugh Company Secretary

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NEW DELHI | FRIDAY, 3 JUNE 2022

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OFFER OPENING PUBLIC ANNOUNCEMENT CUM CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT TO THE SHAREHOLDERS OF VISCO TRADEASSOCIATES LIMITED CIN: L57339WB1983PLC035628,

Registered Office: 1, British Indian Street, Old Building, 1st Floor, Room No. 109, Kolkata- 700 069, Tel. No.: 033 40076175, Email: tradevisco@gmail.com, Website: www.viscotradeassociates.in

This Advertisement is being issued by M/s. VC Corporate Advisors Private Limited, on behalf of M/s. Golden Goenka Credit Private Limited and Mr. Rajeev Goenka (hereinafter collectively referred to as "the Acquirers" ) pursuant to Regulation 18(7) of the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011, as amended [ "SEBI (SAST) Regulations" ] in respect of Open Offer ( "Offer" ) for the acquisition of 1790484 (Seventeen Lakhs Ninety Thousand Four Hundred Eighty-Four) fully paid-up equity shares of Rs. 10/- each, representing 37.28% of the equity and voting share capital of M/s. Visco Trade Associates Limited (hereinafter referred to as the "Target Company" or "VTAL" ). This advertisement is to be read in conjunction with the PublicAnnouncement (“PA”) datedJanuary27,2022,Detailed Public Statement (“DPS”) and Corrigendum to the PA, DPS and Draft Letter of Offer (“DLOF”) ( “Corrigendum” ) as appeared in Business Standard (English Daily) all editions, Business Standard (Hindi Daily) all editions, Mumbai Lakshadweep (Marathi Daily Mumbai edition) and Sukhabar (Bengali Daily Kolkata edition) on February 03, 2022 and May 24, 2022, respectively and Letter of Offer dated May 23, 2022, which is available on the websites of Securities and Exchange Board of India, BSE Limited and the Manager to the Offer.

Offer Price:The Offer Price is Rs. 37.50 (Rupees Thirty-Seven and Fifty Paise Only) per equity share payable in cash ( "Offer Price" ). There has been no upward revision in the Offer Price from the price mentioned in Letter of Offer. The Committee of Independent Directors of theTarget Company has perused the PublicAnnouncement dated January 27, 2022, the Detailed Public Statement published on February 03, 2022, the Draft Letter of Offer dated February 10, 2022 , Corrigendum published on May 24, 2022 and the Letter of Offer dated May 23, 2022 (LOF), issued on behalf of the Acquirers in relation to the Open Offer. IDC has opined only on the pricing of the 'Open Offer' . The IDC is of the opinion that the offer price of Rs. 37.50 per equity share offered by the Acquirers is in accordance with the SEBI (SAST) Regulations and appears to be fair and reasonable.

The recommendation of IDC was published in Business Standard (English Daily) all editions, Business Standard (Hindi Daily) all editions, Mumbai Lakshadweep (Marathi Daily Mumbai edition) and Sukhabar (Bengali Daily Kolkata edition) on 01.06.2022. There has been no competitive bid to this Open Offer.

Maheshwari Datamatics Private Limited, Registrar to the Offer, has confirmed that the Letter of Offer ( "LOF" ) has been dispatched to all the Public Shareholders of the Target Company through registered post, speed post and by e-mail on 30.05.2022. Please note that a copy of the LOF along with the Form of Acceptance-cum-Acknowledgement is available on the website of Securities and Exchange Board of India (SEBI) at www.sebi.gov.in, the website of BSE Limited (BSE), www.bseindia.com and also on the website of Manager to the Offer at www.vccorporate.com. 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:

a. In case of physical Shares: Public Shareholders holding Equity Shares in physical form may participate in the Open Offer through the relevant Selling Broker by providing name, address, number of Equity Shares held, number of Equity Shares tendered and other relevant documents as mentioned in paragraph 8.12 of the LOF along with duly filled and signed Form SH-4. b. In case of Dematerialized Shares: Public Shareholders who desire to tender their Equity Shares under the Open Offer would have to intimate their respective stock brokers ( "Selling Broker" ) registered with BSE within the normal trading hours of the secondary market, during the Tendering Period in accordance with the procedure as mentioned in paragraph 8.11 of the LOF. c. Shareholders whose brokers are not registered with BSE are able to tender their Equity Shares through the Acquirers Broker or the Buying Broker.

a.

b.

1. In terms of Regulation 16(1) of the SEBI (SAST) Regulations, the Draft Letter of Offer was submitted to SEBI on February 10, 2022. We have received the final observations in terms of Regulation 16(4) of the SEBI (SAST) Regulations from SEBI vide its letter no. SEBI/HO/CFD/DCR-III/OW/21372/1 dated May 19, 2022 which has been incorporated in the LOF. 7. The Target Company has also received the prior approval of the Reserve Bank of India for the proposed changes in the shareholding vide its letter dated March 30, 2022 in terms of Notification No. DNBR (PD) CC. No. 065/03.10.001/2015-2016 dated09.07.2015.

3. TheOpenOfferwillbeimplementedbytheAcquirersthroughStockExchangeMechanismmadeavailablebytheStockExchanges in the form of separate window ( "Acquisition Window" ) as provided under the SEBI (SAST) Regulations and SEBI circular CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.

CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.	CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.	CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.	CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.	CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615dated August 13, 2021 issued by SEBI. 9. As on date, there are no statutory or other approvals pending to implement this Offer by the Acquirers. However, in case of any regulatory or statutory or other approval being required at a later date, the Offer shall be subject to all such approvals and the Acquirers will make the necessary application for such approvals.
10. Any other material change from the date of PA:The Open Offer price has been revised to Rs. 37.50 (Rupees Thirty-Seven
and Fifty Paise Only) per equity from Rs. 26/- (Rupees Twenty- Six Only) per equity share and the same has also been published
in the Corrigendum for the information to the shareholders of the Target Company.
11. Schedule of Activities:
Activities	Original Date	Original Day	Revised Date	Revised Day
Date of the PublicAnnouncement (PA)	January27,2022	Thursday	January27,2022	Thursday
Publication of Detailed Public Statement (DPS) in newspapers	February03,2022	Thursday	February03,2022	Thursday
Last date of a Competing Offer	February24,2022	Thursday	February24,2022	Thursday
Identified Date*	March 08, 2022	Tuesday	May23,2022	Monday
Date by which the Letter of Offer will be dispatched to the	March 15, 2022	Tuesday	May30,2022	Monday
shareholders
Last date by which Board of the Target Company shall give its	March 17, 2022	Thursday	June01,2022	Wednesday
recommendation
Last date for upward revision of Offer Price and/or Offer Size	March 21, 2022	Monday	June02,2022	Thursday
Advertisement of Schedule of Activities for Open Offer, status	March 22, 2022	Tuesday	June03,2022	Friday
of statutory and other approvals in newspapers and sending
the same to SEBI, Stock Exchanges andTarget Company
Date of commencement of tendering period	March 23, 2022	Wednesday	June06,2022	Monday
Date of closing of tendering period	April 05, 2022	Tuesday	June17,2022	Friday
Last Date by which communicating rejection/ acceptance and	April 21, 2022	Thursday	July01,2022	Friday
payment of consideration for applications accepted

*Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company (except Acquirers and parties to an agreement) are eligible to participate in the Offer any time before the Closure of the Tendering Period.

1. The Acquirers accept full responsibility for the information contained in this Advertisement and for the fulfilment of their obligations laid down in the SEBI (SAST) Regulations and a copy of this advertisement shall also be available on the website of SEBI at www.sebi.gov.in, and BSE at www.bseindia.com.

2. Capitalized terms used in this announcement, but not defined, shall have the same meaning assigned to them in the PA, DPS, Corrigendum and LOF.

ISSUED ON BEHALF OF THE ACQUIRERS BY THE MANAGER TO THE OFFER: VC Corporate Advisors Private Limited, CIN: U67120WB2005PTC106051 SEBI REGN. No.: INM000011096 Validity of Registration: Permanent (Contact Person: Ms. Urvi Belani / Mr. Premjeet Singh) 31, Ganesh Chandra Avenue, 2nd Floor, Suite No.– 2C, Kolkata-700 013 Tel. No. : (033) 2225-3940 Email: mail@vccorporate.com Website: www.vccorporate.com On behalf of Acquirers: For Golden Goenka Credit Private Limited Sd/Sd/Rajeev Goenka GirdhariLal Goenka Director

Place: Kolkata DIN : 00613725 Date: 02.06.2022

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नई दिल्ी | शुक्रवार, 3 जून 2022