Lords Chloro Alkali Ltd — Major Shareholding Notification 2021

Jul 28, 2021

PUBLIC ANNOUNCEMENT UNDER REGULATION 3 (2) READ WITH REGULATION 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT THERETO FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF

LORDS CHLORO ALKALI LIMITED

OPEN OFFER ('OFFER'/ 'OPEN OFFER') FOR ACQUISITION OF UPTO 92,75,000 EQUITY SHARES OF FACE VALUE OF INR 10.00 ('EQUITY SHARE') REPRESENTING 36.87% OF TOTAL PAID-UP SHARE CAPITAL OF LORDS CHLORO ALKALI LIMITED (HEREINAFTER REFERRED AS 'LCAL' / 'TARGET COMPANY') FROM ALL THE SHAREHOLDERS OF TARGET COMPANY (OTHER THAN THE ACQUIRERS AND THEIR PERSON ACTING IN CONCERTS) BY MR. MADHAV DHIR, MS. SRISHTI DHIR AND DHIR HOTELS AND RESORTS PRIVATE LIMITED (HEREINAFTER COLLECTIVELY REFERRED AS 'ACQUIRERS').

This Public Announcement ('PA' / 'Public Announcement') is being issued by Corporate Professionals Capital Private Limited ('Manager to the Offer') for and on behalf of Acquirers to all the Shareholders of the Target Company (other than the Acquirers and their Person Acting in Concerts) pursuant to, and in compliance with, Regulation 3(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ('SEBI (SAST) Regulations').

1. OFFER DETAILS:

1.1. Size: 92,75,000 (Ninety Two Lacs Seventy Five Thousand) Equity Shares representing 36.87% of the Total Paid-up Share Capital of the Target Company subject to the terms and conditions mentioned in this Public Announcement and the Detailed Public Statement (the 'DPS') and the Letter of Offer (the 'LOF') that are proposed to be issued in accordance with the SEBI (SAST) Regulations.

• 1.2. Price/ Consideration: The Open Offer is made at a price of INR 47.75/- (Indian Rupees Forty Seven and Seventy Five Paisa only) for each Equity Share of Target Company. The total consideration payable by the Acquirers under the Open Offer, at the Offer Price will be, INR 44,28,81,250 (Indian Rupees Forty Four Crores Twenty Eight Lacs Eight One Thousand Two Hundred and Fifty Only).
• 1.3. Mode of Payment (Cash/ Security): The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations.
• 1.4. Type of Offer: This Open Offer is being made voluntarily by the Acquirers under the provisions of Regulation 3(2) of the SEBI (SAST) Regulations, with the intent to consolidate their shareholding to the extent of maximum permissible non-public shareholding.
• 2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION): NOT APPLICABLE

Details of Underlying Transaction
Type of Transaction (Direct/ Indirect)	Mode of Transaction (Agreement/ Allotment/ Market Purchase)	Shares / Voting rights acquired/ proposed to be acquired Number	% vis a vis total Equity/ voting Capital	Total Consideration for Shares/ Voting Rights (VR) acquired (INR In Crores)	Mode of payment (Cash/ securities)	Regulation which has triggered
Not Applicable

3. ACQUIRER:

DETAILS	ACQUIRER 1	ACQUIRER 2	ACQUIRER 3
Name of Acquirer	MR. MADHAV DHIR	MS. SRISHTI DHIR	DHIR HOTELS AND
			RESORTS PRIVATE
			LIMITED
Address	C-361, Defence Colony, New Delhi	C-361, Defence Colony, New Delhi –	D-55, Defence Colony, New
	– 110024	110024	Delhi – 110024
Name(s) of persons	Not Applicable	Not Applicable	Mr. Alok Dhir
in control/			Mrs. Maneesha Dhir
promoters of			Ms. Srishti Dhir
Acquirer			Mr. Madhav Dhir
Name of the Group,	Not Applicable	Not Applicable	Not Applicable
if any, to which the
Acquirer belongs to
Pre-Transaction	73,84,582 Equity Shares	Nil	Nil
Shareholding	(Seventy Three Lacs Eighty Four
(Number and % of	Thousand Five Hundred and
Total Share Capital)	Eighty Two) representing 29.36%
of Acquirer	of the total paid-up share capital of
	the Target Company
Proposed	75,44,582 Equity Shares	41,15,000 Equity Shares (Forty One	50,00,000 Equity Shares
Shareholding after	(Seventy Five Lacs Forty Four	Lacs and Fifteen Thousand)	(Fifty Lacs) representing
the acquisition of	Thousand Five Hundred and	representing 16.36% of the total	19.88% of the total paid-up
shares which	Eighty Two) representing 29.99%

triggered the Open	of the total paid-up share capital of	paid-up share capital of the Target	share capital of the Target
Offer	the Target Company	Company	Company
Any other interest in	As on the date of the Public	As on the date of the Public	As on the date of the Public
the TC	Announcement, Acquirer 1 is the	Announcement, Acquirer 2 does not	Announcement, Acquirer 3
	existing Promoter of the Target	hold any shares or directorship in the	does not hold any shares or
	Company and is also a Director in	Target Company.	interest in the Target
	the Target Company.	However, immediate relatives of	Company. However Acquirer
	One of the immediate relative of	Acquirer 2 i.e. Mr. Madhav Dhir	1, Acquirer 2 and their
	Acquirer 1 i.e. Mrs. Maneesha Dhir	('Acquirer 1') and Mrs. Maneesha	immediate relatives holds
	is a member of Promoter and	Dhir are member of Promoter and	100% equity shares of
	Promoter group of the Target	Promoter group of the Target	Acquirer 3.
	Company and holds 4.06% shares	Company and holds 29.36% and
	in the Target Company.	4.06% shares in the Target
	Also, one of the promoter group	Company, respectively.
	entity, namely Shiva Consultants	Also, one of the promoter group
	Private Limited ('SCPL') holds	entity, namely Shiva Consultants
	4.70% shares in the Target	Private Limited ('SCPL') holds 4.70%
	Company, which is owned and	shares in the Target Company,
	controlled by the immediate	which is owned and controlled by the
	relatives and associates	immediate relatives and associates
	companies of the Acquirer 1 and	companies of the Acquirer 1 and
	Acquirer 2, who together hold	Acquirer 2, who together hold
	53.88% shares in SCPL.	53.88% shares in SCPL.

4. DETAILS OF SELLING SHAREHOLDERS: NOT APPLICABLE

Name	Part of Promoter/ Promoter group	Pre- Transaction		Post Transaction
	(Yes/No)	Number	% of Total Voting Capital	Number	% of Total Voting Capital
		Not Applicable

5. TARGET COMPANY:

Name	LORDS CHLORO ALKALI LIMITED
CIN	L24117RJ1979PLC002099
Exchange where shares are Listed	BSE Limited ('BSE')

6. OTHER DETAILS

• 6.1. The Detailed Public Statement pursuant to this Public Announcement, which carries all the relevant information pertaining to the offer, including the detailed information on the offer price, detailed information on the Acquirer, detailed information on the Target Company, detailed reasons for the offer, statutory approvals for the offer, details of financial arrangement, other terms of the offer, conditions to the offer etc. shall be published in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, any one local language newspaper where the registered office of the Target Company is situated i.e. the local language of Rajasthan i.e. Hindi and any one local language newspaper having vide circulation in the area where the Stock Exchange is situated on which the shares of the Target Company are listed. The Detailed Public Statement shall be published on or before Wednesday, August 04, 2021.
• 6.2. Acquirers undertake that they are aware of and shall comply with all obligations under the SEBI (SAST) Regulations, 2011.

6.3. Acquirers have adequate resources and have made firm financial arrangements for financing the acquisition of the Equity Shares under the Offer in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011.

ISSUED ON BEHALF OF ACQUIRERS BY MANAGER TO THE OFFER

CORPORATE PROFESSIONALS CAPITAL PRIVATE LIMITED

D-28, South Extn. Part-1, New Delhi – 110049 Contact Person: Mr. Manoj Kumar/ Ms. Ruchika Sharma Ph. No.: +91-11-40622228/+91-11-40622248; Fax. No.: 91-11-40622201 Email ID: manoj@indiacp.com / ruchika.sharma@indiacp.com SEBI Regn. No: INM000011435

For and on behalf of Mr. Madhav Dhir Ms. Srishti Dhir Dhir Hotels and Resorts Private Limited Acquirers

Place: New Delhi Date: July 28, 2021