Panacea Biotec Ltd. — Major Shareholding Notification 2020

Dec 21, 2020

December 21, 2020

The Manager, Listing Department The National Stock Exchange of India Ltd .. Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

NSE Symbol: PANACEABIO

BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

BSE Scrip Code: 531349

Sub.: Disclos~re under Regulation 10{5) of SEBI (Substantial Acquisition of Share.s & Takeover) Regulations. 2011

Reg: Target Company - Panacea , Biotec , Limited

I, Dr. Rajesh Jain S/o Mr. Soshil Kumar Jain, one of the Promoters of Panacea Biotec Limited ("the Company"), am going to acquire 1,14,97,800 (One Crore Fourteen Lakh Ninety Seven Thousand Eight Hundred) Equity Shares of the Company by way of gift from Mrs. Sunanda Jain who is the member of Promoter Group of the Company.

The above said acquisition of shares falls under the purview of Regulation 10(1)(a)(ii) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 relating to Inter-se-transfer of shares. Hence, in terms of Regulation 10(5) of the said Regulation, a detailed disclosure is enclosed herewith.

This is for your information and record please. Kindly acknowledge the receipt.

Thanking you,

Sincerely yours,

Dr. Rajesh Jain 18/56, East Park Area Karol Bagh, New Delhi - 110005

Encl.: As above

Dislosure unde,r Regulation 10!5) - Intimation to Stock Exhanges in respect of aC(juisition under Regulation 10(1)(a) of SEBI (S,ubstantial Acquisition of Shares an~ Take~vers) . . . - ]~egulations, 2011

1.	Name of the Target Company (TC)	Panacea Biotec Limited
2.	Name of the acquirer-s)	Dr. Rajesh Jain
3.	iS~-afeacquirerts)Whethertheof the TC priorto thepromotersofIfnaturenot,transaction.relationship or association with the TCor its promoters	Yes
4.	Details of the proposed acquisition
	a. Name of the person(s), from whomshares are to be acquired	Mrs. Sunanda Jain
	b. Proposed date of acquisition	i.e. post 4' working daysOn or after 29.12.2020
		from this disclosure
	c. Number of shares to be acquiredfrom each person mentioned in 4(a)above	1,14,97,800
	Total shares to be acquired as 1% ofd.share capital of TC(* *)	1,14,97,800 (5.16%)
	e. Price at which shares are proposedto be acquired	Inter-setransfer of Shares at NIL Price by way ofgift amongst the Promoter and Promoter Group
	Rationale, if any, for the proposedf.transfer	of MemorandumofToabideby thetermsof OralAcknowledgementFamilySettlementAgreementdated August 27, 2017 (MOFS) andsubsequent amendment thereof
5.	ofRelevantsub-clauseregulation1 O( 1 )( a) under which the acquirerisexempted from making open offer	Regulation 10(1)(a)(ii)
6.	If, frequently traded, volume weightedaverage market price for a period of 60the date oftradingdaysprecedingissuance of this notice as traded 011 thestock exchangewhere the maximumvolume of trading in the shares of theTC are recorded during such period.	N.A.
7.	If in-frequentlytraded,the price as N.A.in terms of clause (e) ofdeterminedsub-regulation (2) of regulation 8.

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8.		that theDeclarationby the acquirer,	N.A.
		acquisitionprice would not be higher
	by	of thepricethan25%more
		in point 6 or point 7 ascomputed
		applicable.
9.		by the acquirer,Declarationthat the	Yes
		transferor and transferee have complied
		/ will comply with applicable disclosure
		V of theChapterrequirementsin
		Regulations,2011Takeover
		oftheprovisions(corresponding
		repealed Takeover Regulations 1997)
		Declaration by the acquirer that all the Yes
10.
		conditions specified under regulation
		10(1)(a) with respect to exemptions has
		been duly complied with.
II.	Shareholding details		After theBefore the
			proposed			proposed
			transaction		transaction
			No. of	% w.r.t	No. of	%w.r.t
			shares	total	shares	total
			/voting	share	/voting	share
			Rights	capital of	rights	capital of
				TC(**)		TC(**)
	a.	Acquirer(s) and PACs (other than
		sellers)(*)
		Shares carrying voting rightsi)
		(Equity Shares)	1,37,19,512		6.16 2,52,17,312	11.32
		ii) Voting rights otherwise than
		by Shares	65,04,300	29.22	65,04,300	29.22
		Total	2,02,23,812	35.38	3,17,21,612	40.54
	b.	Seller (s)
		Mrs. Sunanda Jain	1,14,97,800	5.16	NIL	NIL

Note:

(*) Shareholding of each entity may be shown separately and then collectively in a group.

The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

• 1. These percentages have been calculated on the Total Paid-up Share Capital of the Target Company i.e. Rs.22,26,20,746/- (Rupees Twenty Two Crores Twenty Six Lakhs Twenty Thousand Seven Hundred and Forty Six) divided into 6,12,50,746 (Six Crores Twelve Lakhs Fifty Thousand Seven Hundred and Forty Six) Equity Shares ofRe.1/- each and 1,61,37,000 (One Crore Sixty One Lakhs Thirty Seven Thousand) Preference Shares of ** Rs.10/- each.
  • 1. The Promoters acquired additional voting rights on 0.5% Cumulative Non-Convertible & Non-Participating Redeemable Preference Shares ("Preference Shares") on January 06, 2017 arising out of the operation of second

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proviso to sub-section (2) of section 47 of the Companies Act, 2013 (i.e. sub-section (2) of section 87 of the Companies Act, 1956) due to non-payment of dividend by the Target Company for a period of more than two years.

• 1. The said Preference Shares were issued by the Company to the Promoters of the Company on January 06, 2015 against the conversion of their existing loa.n and public deposits and interest accrued thereon to comply with the terms of CDR Scheme for comprehensive debt restructuring of the Company's debts through CDR mechanism. At that time, it was not envisaged by the Promoters that these Preference Shares will have any voting rights other than the voting rights in the normal course, viz. right to vote on resolutions placed before the company which directly affect the rights attached to the preference shares and any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital.
• 1. These additional voting rights on Preference Shares are temporary in nature and shall automatically stand extinguished upon payment of dividend on such Preference Shares .

........... ~

Dr. Rajesh Jain (Acquirer)

Date: 21.12.2020 Place: New Delhi

DECLARATION BY THE ACQUIRER

I, Dr. Rajesh Jain (Acquirer), S/o Mr. Soshil Kumar Jain, hereby declare that I will comply with the applicable disclosure requirements specified in Chapter V of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with regard to the proposed acquisition of 1,14,97,800 (One Crore Fourteen Lakh Ninety Seven Thousand Eight Hundred) equity shares of Panacea Biotec Limited through inter-se transfer by way of gift from Mrs. Sunanda Jain, member of promoter group.

Date: December 21, 2020 Place: New Delhi

Dr. Rajesh Jain Declarant