Lasa Supergenerics Limited — M&A Activity 2019

Sep 4, 2019

SEBI Regn. No.: INM000012052

August 29, 2019

To. The General Manager Department of Corporate Services, BSE Limited P.J. Towers, Dalal Street, Mupibai - 400 001. BSE Code: 540702

To. Corporate Services Department National Stock Exchange of India Limited "Exchange Plaza", Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Code: LASA

Dear Sirs,

Sub.: Proposed Open Offer to the Shareholders of Lasa Supergenerics Limited ("LSL" or "Target Company") under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011

We have been appointed as Manager to the proposed Open Offer to the Shareholders of Lasa Supergenerics Limited ("LSL" or "Target Company"), a company listed at the BSE Ltd, Mumbai ("BSE") and National Stock Exchange of India Limited ("NSE"). The Open Offer is being made under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, for the purpose of substantial acquisition of shares by Omkar Pravin Herlekar, Promoter and Chairman & Managing Director of LSL (hereinafter referred to as "Acquirer").

The Open Offer is to acquire 1,05,74,894 (One Crore Five Lakh Seventy Four Thousand Eight Hundred and Ninety Four Only) fully paid up equity shares of Lasa Supergenerics Limited ("Target Company"), of face value of ₹10/- each constituting 26% (Twenty Six per cent) of the Emerging Voting Share Capital / Fully Diluted Equity Capital of the Target Company at a price of ₹18.25 (Rupees Eighteen and Paisa Twenty Five Only) per fully paid Share, pursuant to the Target Company's Board meeting held on August 29, 2019, that has approved to issue 1,78,08,219 Equity Shares of the face value of ₹10/- each at a price of ₹18.25 per share to the Acquirer on preferential basis under Section 62 read with Section 42 and other applicable provisions of the Companies Act, 2013 and in terms of the extant Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("SEBI (ICDR) Regulations"), subject to the approval of shareholders and statutory / regulatory approvals ("Preferential Allotment"), as may be required.

In compliance with Regulation 15 (1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011 and amendment thereto, we are submitting herewith the 'Public Announcement' in soft copy along with our covering letter addressed to you, being the Stock Exchange in which the Equity Shares are listed. We request you to kindly disseminate the same on the Notice Board as well as the website of the Exchange for the information of the Public.

The hard copies of the same shall be submitted to your office by tomorrow.

Thanking you. Yours Dithfully For Charlered Finance Management Limited (Manager to the Offer) RTEA MUMBAI R. Ramnath President MANAGE Encl.: as above

Chartered Finance Management Ltd 2nd Fl., Wakefield House, Sprott Road, Ballard Estate, Mumbai 400 038, India T: (+91-22) 22696944 · F: (+91-22) 22624943

THINK TRUST

CIN: U99999MH1999PLC122702

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF LASA SUPERGENERICS LIMITED

UNDER REGULATIONS 3(2) READ WITH REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THERETO ("SEBI (SAST) REGULATIONS")

OPEN OFFER ("OFFER" OR "OPEN OFFER") FOR ACQUISITION OF UP TO 1,05,74,894 (ONE CRORE FIVE LAKH SEVENTY FOUR THOUSAND EIGHT HUNDRED AND NINETY FOUR ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH ("EQUITY SHARES"), CONSTITUTING 26% OF THE FULLY DILUTED TOTAL PAID-UP EQUITY SHARE CAPITAL OF LASA SUPERGENERICS LIMITED ("TARGET COMPANY") ON A FULLY DILUTED BASIS FROM THE ELIGIBLE PUBLIC EQUITY SHAREHOLDERS ("PUBLIC SHAREHOLDERS") OF THE TARGET COMPANY BY OMKAR PRAVIN HERLEKAR ("ACQUIRER").

THIS PUBLIC ANNOUNCEMENT ("PA") IS BEING ISSUED BY CHARTERED FINANCE MANAGEMENT LIMITED ("MANAGER" OR "MANAGER TO THE OFFER"), FOR AND ON BEHALF OF THE ACQUIRER TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY PURSUANT TO AND IN COMPLIANCE WITH, AMONG OTHERS, REGULATIONS 3(2) OF THE SEBI (SAST) REGULATIONS READ WITH REGULATION 15(1) OF THE SEBI (SAST) REGULATIONS.

OFFER DETAILS $\bf{1}$

• 1.1 Offer Size: The Acquirer hereby makes this Open Offer to all the Public Shareholders of the Target Company, other than the Promoters of the Target Company, to acquire up to 1,05,74,894 (One Crore Five Lakh Seventy Four Thousand Eight Hundred and Ninety Four Only) fully paid up equity shares of the Target Company, of face value of ₹10/- each ("Offer Shares") constituting 26% (Twenty Six per cent) of the fully diluted Equity Share Capital (4,06,72,668 Equity Shares being the post preferential total paid up equity capital of the Target Company as of the 10th working day from the closure of the tendering period for the Offer) ("Voting Share Capital"), at a price of ₹18.25 (Rupees Eighteen and Paisa Twenty Five only) per Offer Share ("Offer Price") aggregating to total consideration of ₹19,29,91,816 (Rupees Nineteen Crores Twenty Nine Lakhs Ninety One Thousand Eight Hundred and Sixteen Only), ("Offer Size"), subject to the terms and conditions mentioned in this Public Announcement ("PA"), and in the Detailed Public Statement ("DPS") and the Letter of Offer ("LOO") that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
  • 1.2 Offer Price/ Consideration: The Equity Shares of the Company are frequently traded in terms of SEBI (SAST) Regulations. The Offer price of ₹18.25 (Rupees Eighteen and Paisa Twenty-Five Only), is calculated in accordance with Regulation 8(1) & 8(2) of the SEBI (SAST) Regulations.

The total funds required by the Acquirer for implementation of the Offer (assuming full acceptances) aggregates to ₹19,29,91,816 (Rupees Nineteen Crores Twenty-Nine Lakhs Ninety-One Thousand Eight Hundred and Sixteen Only), ("Offer Size").

• 1.3 Mode of payment: The Offer Price is payable in cash, in accordance with the provisions of Regulation $9(1)(a)$ of the SEBI (SAST) Regulations.
• 1.4 Type of offer: The Offer is a mandatory offer in compliance with Regulation 3(2) of the SEBI (SAST) Regulations.
• 1. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION)

	DETAILS OF UNDERLYING TRANSACTION
ofTypeTransaction(direct/indirect)	Mode of Transaction(Agreement/ Allotment/Market purchase)	Shares / Voting rightsacquired/proposed to beAcquired		TotalConsiderationfor shares	Mode ofpayment(Cash/	Regulationwhich hasbeen
		Number	% vis a vistotal Equity/ votingcapital.	NRsacquired ( $\bar{\tau}$ inLakhs)	securities)	triggered
Direct	Board of Directors of theTarget Company at theirmeeting held on August 29,2019 approved issue of1,78,08,219 Equity Shares tothe Acquirer on preferentialbasis under Section 62 andother applicable provisionsof the Companies Act, 2013SEBIand in terms of(ICDR) Regulations 2018,subject to the approval ofshareholders and statutory /approvalsregulatory("Preferential Allotment").	1,78,08,219	43.78%	3,250.00	Other thancash.	$3(2)$ of theSEBI(SAST)Regulations

3) ACQUIRER

	Acquirer
Details	Omkar Pravin Herlekar
Name of Acquirer/PAC(s)	Flat No. 1301/1302, 13th Floor, Premium TowerLimited,SocietyHousingCooperativeLokhandwala Complex, Andheri West, Mumbai$-400053$
Address/Registered Office
of/promotersName(s) of persons in controlAcquirers/ PACs where Acquirer/ PAC are companies	Not Applicable
theName of the Group, if any, to which
Acquirer/PAC belong
Pre-Transaction shareholdingNumber% of total share capital	79,11,50034.60%
Proposed shareholding after the acquisition of shares	2,57,19,719
which triggered the Open Offer*Any other interest in the Target Company-	The Acquirer does not have any other interest inthe Target Company except that he is thePromoter and Chairman & Managing Directorof the Target Company and hence no change inmanagement control is purported pursuant tothis Open Offer$\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{1}$

*Includes 1,78,08,219 Equity Shares allotted on preferential basis for consideration other that

4) DETAILS OF SELLING SHAREHOLDERS

Name of the	Part ofpromotergroup (Yes/No)	Details of shares/voting rights held by the Selling Shareholders
Selling		Pre-Transaction		Post-Transaction
Shareholders		Number	$\frac{0}{0}$	Number	$\frac{0}{0}$

$1.14$

TARGET COMPANY $5)$

5.1 Name: Lasa Supergenerics Limited

5.2 Corporate Identification Number: L24233MH2016PLC274202

• 5.3 Registered Office: C-105, MIDC, Mahad, Raigarh 402 301, Maharashtra,
• 5.4 Exchanges where listed: 1. BSE Limited; Scrip Code: 540702 2. NSE; Symbol: LASA

OTHER DETAILS $6)$

• 6.1 The details of the Open Offer shall be published in the newspapers vide a Detailed Public Statement ("DPS") not later than 5 (five) working days as required and in compliance with Regulation 13(4) read with Regulation 14(3) of the SEBI (SAST) Regulations. The DPS shall contain details of the Offer including detailed information on the Offer Price, the Acquirer, the Target Company, the background of the Offer, the statutory approvals required for the Offer and details of financial arrangements and other terms of the Offer.
• 6.2 The Acquirer undertakes that he is fully aware of and will comply with his obligations; laid down in the SEBI (SAST) Regulations and that he has adequate financial resources to meet his obligations in relation to the Offer and has made firm financial arrangements for financing the acquisition through verifiable means in terms of Regulation 27(1) of SEBI (SAST) Regulations.
• 6.3 This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations and is not a competing offer under the terms of Regulation 20 of the SEBI (SAST) Regulations.
• 6.4 Completion of the Offer and the underlying transaction, as envisaged, is subject to receipt of statutory approvals required, if any.

Chartered Finance Management Limited 2nd Floor, Wakefield House, Sprott Road, Ballard Estate, Mumbai - 400 038 Tel.: +91 22 22696944; Fax: +91 22 22624943 Contact Person: R. Ramnath Email Id: openoffer@cfml.in SEBI Registration Number: INM000012052 Website: www.charteredfinance.in

ON BEHALF OF THE ACQUIRER

$Sd$ /-OMKAR PRAVIN HERLEKAR

Place: Mumbai Date: August 29, 2019