Linde India Limited — M&A Activity 2019

Oct 10, 2019

October 7, 2019

To,

National Stock Exchange of India Limited Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai - 400 051

Dear Sir/ Madam,

Open offer for acquisition of upto 2,13,21,056 fully paid-up equity shares of face value of INR Sub: 10/- each from the public shareholders of Linde India Limited ("Target Company"), by The BOC Group Limited ("Acquirer") ("Offer" or "Open Offer") along with Praxair, Inc., and Linde Holdings Netherlands B. V. (the "PACs") under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations")

With regards to the captioned Offer, the Acquirer and PACs have made a Post-offer Advertisement ("Postoffer Ad") published on October 5, 2019, as provided in Regulation 18(12) of the SEBI (SAST) Regulations.

Yours sincerely,

For and on behalf of ICICI Securities Limited

Authorized Signatory

Name: Rishi Tiwari Designation: Assistant Vice President

Member of National Stock Exchange of India Ltd, BSE Ltd and Metropolitan Stock Exchange of India Ltd. SEBI Registration: INZ000183651 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office (Institutional):

ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai 400 020, India. Tel (91 22) 2288 2460/70 Fax (91 22) 2288 2455

Corporate Office (Retail):

Shree Sawan Knowledge Park, Plot No. D-507, T.T.C. Ind. Area, M.I.D.C, Turbhe, Navi Mumbai - 400 705 Tel (91 22) 4070 1000 Fax (91 22) 4070 1022

Name of Compliance Officer (Broking Operations) : Mr. Anoop Goyal Email Address: complianceofficer@icicisecurities.com / Tel (91 22) 4070 1000 Website Address: www.icicisecurities.com / www.icicidirect.com

EMPOWERING INVESTOR A SEBI Initiative rannann

Not aware of govt demand for interim dividend: Das

PRESS TRUST OF iKlDIA Mumbai, October 4________

GOVERNOR SHAKTIKANTA DAS on Friday scotched media reports that the government might seek an interim dividend of ?30,000 crore from the central bank to meet its revenue shortfall after the massive tax cuts.

As per media reports, the government might seek an interim dividend of about ? 3 0 ,0 0 0 crore from the RBI towards the end of the financial year so that it could meet the fiscal deficit target of 3.3%.

"I have also seen it in the media. That apart I am not aware of any such demand from the government for payment of interim dividend," Das told reporters after the announcement of fourth bimonthly monetary policy.

During 2017-18, the government received ?10,000 crore as interim dividend from the central bank.

Last month, the RBI central board had given its nod to transfer ^1,76,051 crore to the government from its surpluses as

>ase rises to in July-Sept

mutual fund industry has been grappling with redemption pressures in the wake of debt crises at various groups, including IL&FS, Essel and DHFL.

Fund managers said that the industry assets have remained stable in the fuly-September period of 2019-20 and slight rise in quarterly AUM could be attributed to rise in valuation of stocks due reduction in corporate tax by the government.

"The increase in quarterly AUM is mainly due to increase in valuation of stocks due to corporate tax cut," said Omkeshwar Singh, head of mutual fund distribution business at Samco.

Of the 44 fund houses, as many as 27 have witnessed a decline in their asset base.

• Number

Statement

Offer • Number

• % of fully diluted equity share capital

• % of fully diluted equity share capital

7.8 Shares acquired after Detailed Public

• Number of shares acquired r'»-:----Q/>ni liroH

7.7 Shares Acquired by way of Open

N.A. N.A.

2,13,21,056 25.00% N.A. N.A.

25,276 0.03%

Nil Nil

Regulation 24(b) of the SEBI B H :

sset Management Company to if Foreign Portfolio Investors as i time, and as specified by SEBI. i to the AMC for undertaking the

perthe Bimal Jalan panel report. No call on LVB-Indiabulls merger made yet

Placing Lakhsmi Vilas Bank under the prompt corrective

construed as RBI having made up its mind on the lender's merger proposal with Indiabulls Housing, governor Shak-

having made up its mind on the merger not going through, Das termed this as a "speculative question". "As long as a decision is given out in the public domain, it is not correct on our part," Das told reporters.

SATURDAY, OCTOBER 5, 2019

MARKETS

INFORMATION DOCUMENT MUTUAL FUND tegulation 24(b) of the SEBI

31"): sset Management Company toI Foreign Portfolio Investors as time, and as specified by SEBI. to the AMC for undertaking the

n C "Special Considerations" in

ulation 24(b) of SEBI (Mutual Services to such Categories ofunagers managing the schemes6. SEBI has, vide its letter no. ing management and advisory

the activities of managing the m to prohibit access to insiderterest of the unit holders of the 1, the AMC is required to make terial risk or damage' to investor

f Foreign Portfolio Investors as d be various conflicts of interest Manager favoring the interest of o avoid such conflict of interest Chas identified situations whereituations. These situations and isite viz. www.unionmf.com. The

?, as amended from time to time, common across the schemes of

offshore funds etc) on a monthly

turns of all the schemes (mutual

und manager is more than 10%, rebsite of the AMC. tents as prescribed in the SEBI

lemes in the above regard.

lent Company Private Limited lanager for Union Mutual Fund)

$Sd/$ Authorised Signatory ILL SCHEME RELATED

ct, 1882; Sponsors: Union Bank porate Identity Number (CIN):Iiability; Investment Manager:I2009PTC198201], a company

e Centres/distributors as well as

1999 ●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●●

	Number of Equity Shares
	a) Acquirer		6,39,63,167		6,39,63,167
	b) PAC 1		Nil		Nil
	c) PAC 2		Nil		Nil
	% of Voting Share Capital
	a) Acquirer		75.00%		75.00%
	b) PAC 1		Nil		Nil
	c) PAC 2		Nil		Nil
7.6	Shares Acquired by Way ofagreements
	• Number		N.A.		N.A.
	. % of fully diluted equity share capital		N.A.		N.A.
7.7	Shares Acquired by way of OpenOffer
	• Number	2,13,21,056		25,276
	. % of fully diluted equity share capital	25.00%		0.03%
7.8	Shares acquired after Detailed PublicStatement	Nil		Nil
	. Number of shares acquired
	• Prices of the shares acquired
	• % of shares acquired
7.9	Post offer shareholding by Acquirerand PACs
	• Number	8,52,84,223100.00%			6,39,88,443
	. % of fully diluted equity share capital			75.03%
7.10	Pre and Post offer shareholding ofthe public	Pre-offer	Post-offer	Pre-offer	Post-offer
	• Number	2,13,21,056	Nil		2,13,21,056 2,12,95,780
	. % of fully diluted equity share capital	25.00%	$\mathbf 0$	25.00%	24.97%
Notes:

(1) Assuming full acceptance under the Open Offer.

• (2) In terms of Regulation 5A(5) of the SEBI (SAST) Regulations and as disclosed in the Letter of Offer, the shareholders who had tendered their equity shares in Delisting Offer had beenprovided a period to withdraw their bid shares from January 30, 2019 to February 12, 2019. After February 12, 2019, being the last date for withdrawal of the bid shares, as provided underCorrigendum to Announcement of failure of the Delisting Offer and Update on the Open Offer, s not withdrawn have been considered as tendered in the Open Offer under Regulation 5A of SEBI (SAST) Regulations.
• (3) Includes 1,375 demat shares tendered in the Delisting Offer and not withdrawn by the shareholders. Pursuant to Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended, 4 physical shares tendered in the Delisting Offer were rejected and returned to shareholders.
• The Acquirer and PACs, jointly and severally, accept full responsibility for the information containedin this Pre-offer advertisement and also the obligations of the Acquirer and PACs as laid down inthe SEBI (SAST) Regul $\overline{8}$ the Target Company has been obtained from publicly available sources and the accuracy thereofhas not been independently verified by the Acquirer, the PACs or the Managers.

A copy of this Post Offer Advertisement will be available on the websites of SEBI at (www.sebi.gov.in), BSE Limited (www.bseindia.com) and National stock Exchange of India Limited (www.nseindia.com), and the registered office of the Target Company.

ISSUED BY MANAGER TO THE OFFER

ÚICICI Securities

ICICI SECURITIES LIMITED

SEBI Regn. No.: INM000011179 ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai - 400020, Maharashtra, India Tel: +91 22 2288 2460; Fax: +91 22 2282 6580 Email ID: linde.openoffer@icicisecurities.com Contact Person: Mr. Rishi Tiwari/Mr. Anurag Byas Issued by the Manager to the Offer for and on behalf of the Acquirer and PACs Acquirer PAC1 PAC2 Linde HoldingsNetherlands B.V. The BOC Group Limited Praxair, Inc. The Priestley Centre,10 Priestley Road, The SurreyResearch Park, Guildford,Surrey, GU2 7XY, England Havenstraat 1, 3115HC 251 Little Falls Drive, City of Wilmington, County ofNew Castle, Delaware 19808, Schiedam, Netherlands United States of America Date : October 4, 2019 Place : Mumbai PRESSMAN

Allen Group