J.K. CEMENT LTD — Major Shareholding Notification 2020

Jun 22, 2020

adu

INTERNATIONAL LTD. Through e-mail

Date: 19/06/2020

BSE Limited

Corporate Relationship Dept. 1st Floor, New Trading Ring, Rotunga Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 E-mail-corp.relations@bseindia.com; corp.comm@bseindia.com

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai - 400 051 E-mail - takeover@nseindia.co.in

The Company Secretary J.K. Cement Limited Kamla Tower

Kanpur - 208 001

Name of the Target Company: J.K. Cement Limited Scrip Code - NSE: JKCEMENT; BSE - 532644

Re: Intimation under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir.

Pursuant to the provision of Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. We intend to acquire equity shares of J.K. Cement Limited ("Target Company") on or after 26/06/2020 from Smt. Sushila Devi Singhania i.e. Interse transfer between members of Promoters' Group/ Persons acting in concert. Advance intimation as per the aforesaid regulation, in the prescribed format is enclosed herewith.

Thanking you,

Yours faithfully, For Yadu International Limited

Authorised Signatory Encl: As above.

CIN: U36993UPI995PLC017694 · GSTIN: 09AAACY0480F1ZE · E-mail: taxation@jkcement.com Regd. Office: Kamla Tower, Kanpur - 208 001 INDIA . Phone: 91-512-2371478-79 . Fax: 91-512-2347682

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

W.

wrechten mit

1.	Name of the Target Company (TC).		J.K. Cement Limited (JKCL) ("Target Company")
$\overline{2}$ .	Name of the acquirer(s)		Yadu International Limited ("Acquirer")
3.		Whether the acquirer(s) is/ are promoters of theTC prior to the transaction. If not, nature ofrelationship or association with the TC or itspromoters	Yes
4.		Details of the proposed acquisition
	a.	Name of the person(s) from whom sharesare to be acquired	Smt. Sushila Devi Singhania
	b.	Proposed date of acquisition	On or after 26/06/2020
	c.	Number of shares to be acquired from eachperson mentioned in 4(a) above	200000 equity shares
	d.	Total shares to be acquired as % of sharecapital of TC	0.259%
	e.	Price at which shares are proposed to beacquired	Not over Rs. 1369.10/- Per Share i.e. 25 % of theprice computed in point 6 mentioned hereinafter.
	f.	Rationale, if any, for the proposed transfer	Inter-se transfer of equity shares of JKCL betweenmembers of Promoters' Group/ Persons acting inconcert.
5.	Relevant sub-clause of regulation 10(1)(a) underwhich the acquirer is exempted from makingopen offer		Regulation 10(1)(a)(iv) of SEBI (SubstantialAcquisitionofSharesandTakeovers)Regulations, 2011, as amended ("TakeoverRegulations, 2011")
б.		If, frequently traded, volume weighted averagemarket price for a period of 60 trading dayspreceding the date of issuance of this notice astraded on the stock exchange where themaximum volume of trading in the shares of theTC are recorded during such period.	Rs. 1095.28 Per Share (NSE)
7.	If in-frequently traded, the price as determined interms of clause (e) of sub-regulation (2) ofregulation 8.		Not applicable
8.	Declaration by the acquirer, that the acquisitionprice would not be higher by more than 25% ofthe price computed in point 6 or point 7 asapplicable.		We hereby declare that the acquisition price wouldnot be higher by more than 25% of the pricecomputed in point 6.
9.	i .Declaration by the acquirer, that the transferorand transferee have complied / will comply withapplicable disclosure requirements in Chapter VoftheTakeoverRegulations,2011(corresponding provisions of the repealedTakeover Regulations 1997).		We hereby declare that the transferor and transfereehave complied / will comply with applicabledisclosure requirements in Chapter V of theTakeoverRegulations,2011 (correspondingprovisions of the repealed Takeover Regulations1997).

FOR YADU INTERNATIONAL LTD

COMPANY SECRETARY

		ii. The aforesaid disclosures made duringprevious 3 years prior to the date ofproposed acquisition to be furnished.	Annual Disclosures under Regulation 30(2) of theSEBI (Substantial Acquisition of Shares AndTakeovers) Regulations, 2011 for the last threeyears i.e. 2018, 2019 and 2020 are attachedherewith
10.		Declaration by the acquirer that all theconditions specified under regulation $10(1)(a)$with respect to exemptions has been dulycomplied with.	We hereby declare that all the conditions specifiedunder Regulation 10(1)(a) of the TakeoverRegulations, with respect to exemptions have beenduly complied with, to the extent applicable.
11.		Shareholding details	Before the proposedtransaction		After the proposedtransaction
			No. ofshares/votingrights	% w.r.ttotal sharecapital ofTC	No. ofshares /votingrights	% w.r.ttotal sharecapital ofTC
	a	Acquirer(s) and PACs (other than seller)(Please refer to the Annexure forcomplete list of Acquirer and PACs)	44580622	57.695	44780622	57.954
	Ы	Seller
		Smt. Sushila Devi Singhania	285957	0.370	85957	0.111

FOR YADU INTERNATIONAL' TU COMPANY SECRETARY

Date: 19/06/2020 Place: Kanpur

Encl.- List of Acquirer and Persons acting in concert (PACs) as Annexure.

$\overline{a}$

Annexure

Disclosure under Regulation 10(5) of SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011 Name of Target Company - J.K. Cement Ltd.

List of Acquirer, Persons Acting in concert (PACs) and Sellers comprised in Promoters' Shareholding Proposed Date of Transaction - on or after 26.06.2020

SI. No.	Name of the shareholder		Pre-transaction		Post-transaction
		Shareholding		% Shareholding	%
Acquirer
1	YADU INTERNATIONAL LTD.	30834518	39.906	31034518	40.165
	Persons acting in concert (PACs) Other than Seller
1	J. K. TRADERS LTD.	181254	0.235	181254	0.235
$\overline{c}$	KALPANA SINGHANIA	4263	0.006	4263	0.006
3	MANORAMA DEVI SINGHANIA	31465	0.040	31465	0.040
4	ABHISHEK SINGHANIA	58994	0.076	58994	0.076
5	NIDHIPATI SINGHANIA	33428	0.043	33428	0.043
6	RAMAPATI SINGHANIA	49662	0.064	49662	0.064
$\overline{7}$	RAGHAVPAT SINGHANIA	210	0.000	210	0.000
8	MADHAV KRISHNA SINGHANIA	210	0.000	210	0.000
$\overline{9}$	AJAY KUMAR SARAOGI	3340	0.004	3340	0.004
10	AMRITA SARAOGI	3000	0.004	3000	0.004
11	ANIL KUMAR AGRAWAL	3940	0.005	3940	0.005
12	RADHA RANI KHANDELWAL jointly With	500	0.000	500	0.000
	KAILASH NATH KHANDELWAL
13	PRASHANT SETH	20	0.000	20	0.000
14	PUSHPA SARAOGI	5048	0.007	5048	0.007
15	KAILASH NATH KHANDELWAL jointly With	1000	0.001	1000	0.001
	RADHA RANI KHANDELWAL
16	SATISH KUMAR AGRAWAL	40	0.000	40	0.000
17	GAUR HARI SINGHANIA (expired on 4.2.2015)	20	0.000	20	0.000
	VASANTLAL D.MEHTA
	RAGHUBIR PRASAD SINGHANIA
18	G.H.SECURITIES PVT.LTD.	20 1	0.000	20	0.000
	(Company Dissolved-shares in caution list)
19	YADU SECURITIES PVT.LTD.	40	0.000	40	0.000
	(Company Dissolved-shares in caution list)
20	YADUPATI SINGHANIA	12064198	15.613	12064198	15.613
21	KAVITA Y. SINGHANIA	1305452	1.690	1305452	1.690
	TOTAL SHAREHOLDING OF ACQUIRER AND PACS OTHER	44580622	57.695	44780622	57.954
THAN SELLER
SELLER
1	SUSHILA DEVI SINGHANIA	285957	0.370	85957	0.111
	GRAND TOTAL PROMOTERS' SHAREHOLDING	44866579	58.065	44866579	58.065

Place: Kanpur Date: 19.06.2020

FOR YADU INTERNATIONAL LTDFor Yadu International Limited

COMPAN SECRETARY Authorised Signatory