Salzer Electronics Ltd. — Capital/Financing Update 2019

May 24, 2019

May 24, 2019

As

THE CORPORATE RELATIONSHIP DEPT BSE Limited

To

I Floor, New Trading Ring, Rotunda Building, P.J.Towers, Dalal Street. Fort, Mumbai - 400 001.

M/s. National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, BandraKurla Complex, Bandra (E), Mumbai - 400 051 Tel:+91 22 26598235/36, 26598346 Fax: +91 22 26598237/38

SCRIP CODE: 517059

Symbol: SALZERELEC

Dear Sir,

We hereby wish to inform in terms of Regulation 30 read with Para A(1) of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09,2015 that the Company has entered into a Share Purchase Agreement for acquisition of shares in Kaycee Industries Limited from its Principal Promoter - M/s. Universal Trust Private Limited under SEBI (Substantial acquisition of shares and Takeover) Regulation 2011.

Given below are the details of this transaction(s) which are required to be furnished to the Stock Exchanges:

S.No	Details of events that needs to be Information of such eventprovided
a.	Name of the target entity, details in	Kaycee Industries Limited("Target
	brief such as size, turnover etc.;	Company") is having its Registered Office at
		Old Kamani Chambers, 32- Ramjibhai
		Kamani Road, Ballard Estate, Mumbai,
		Maharashtra, 400001 and has a net worth
		of Rs. 1297.96 Lakhs as on March 31,2019
		and Turnover of Rs. 2501.81 Lakhs for the
		year ended March 31,2019

Samichettipalayam, Coimbatore - 641 047, India. Phone: ++91 422 4233600 Fax: ++91 422 2692170 E-mail: salzer@salzergroup.com Website: www.salzergroup.com

SALZER ELECTRONICS LTD.

Cros

b.	Whether the acquisition would fallwithin related party transaction(s) andwhether the promoter/ promoter	The acquisition is not a related PartyTransaction.
	group/ group companies have anyinterest in the entity being acquired? Ifyes, nature of interest and detailsthereof and whether the same is doneat "arm's length";	Except Mr. R Doraiswamy, Promoter, Noother Promoters and Promoters GroupCompanies have any interest in the TargetCompany. Mr. R Doraiswamy holds just 2(Two shares) in the Target Company in hispersonal Capacity which is no wayinfluencing the acquisition $/$ investmentdecisions.
C.	Industry to which the entity beingacquired belongs;	Manufacturer of Electrical Products. ThePrincipalProductsare RotarySwitches, Rotary Cam Switches, Micro andSwitches, WeatherToggleTightSwitches, Breaker Control Switches, WaterMeters, Counters and Fuse Fittings.
d.	Objects and effects of acquisition(including but not limited to, disclosureof reasons for acquisition of targetentity, if its business is outside the mainline of business of the listed entity);	Since both Salzer and Target Company arein the same line of business, Salzer, withthis acquisition, would drive more synergiesin products offering with new range ofProducts on one side and strengthen itsgrowth on the other side with immediateeffect
е.	brief details of any governmental orregulatory approvals required for theacquisition;	This Transaction requires approval of theSecurities and Exchange Board of India(SEBI) on the Open Offer under SEBI(Substantial acquisition of shares andTakeover) Regulation 2011
f.	indicative time period for completion ofthe acquisition;	Completion is expected during the secondquarter of FY20, subject to receipt ofapproval from SEBI
g.	nature of consideration - whether cashconsideration or share swap and detailsof the same;	The Consideration for the Transaction willbe paid in Cash

$\mathcal{E}$ Samichettipalayam, Coimbatore - 641 047, IndiaPhone : + + 91 422 4233600 Fax : + + 91 422 2692170 E-mail: salzer@salzergroup.com Website: www.salzergroup.com

SALZER ELECTRONICS LTD.

CIN: L03210TZ1985PLC001535

h.	cost of acquisition	Approximately Rs.21.69 Crores (Twenty OneCrore and Sixty Nine Lakh Only)
÷i.	percentage of shareholding / controlacquired and / or number of sharesacquired;	The Company has entered into a SharePurchase Agreement dated May 24, 2019with Universal Trustees Private Limited, aPrincipal Promoter in Target Company toacquire its entire 45,899 equity shares inthe Target Company representing 72.32% ofthe Total paid-up shares at a Price ofRs.3,475/- per share.
		The Company will also make an Open Offerat a Price of Rs.3,475/- per share foracquisition of 16,502 equity shares of theTarget Company aggregating to 26% of theequity share & voting capital of TargetaccordanceCompany inwiththeofrequirementsSEBI(Substantialacquisition of sharesTakeover)andRegulation, 2011.
		Completion of each of the aforesaidTransaction is subject ofRegulatoryapprovals
j.	brief background about the entityacquired in terms of products/line ofacquired,businessdateofincorporation, history of last 3 yearsturnover, country in which the acquiredentity has presence and any othersignificant information (in brief);	Kaycee Industries Ltd., a Mumbai-basedcompany, has a history of more than 75years leading the Electrical Industry by wayof showing consistent quality performancein switches along with development ofexisting products & new products as per theapplications.
		Details of the Turnover for the last threeyears for the Target Company on astandalone basis are as followsYear2018-192016-172017-18Turnoverin Crs25.0225.0323.63

Samichettipalayam, Coimbatore - 641 047, India:Phone : + + 91 422 4233600 Fax : + + 91 422 2692170E-mail : salzer@salzergroup.com Website : www.salzergroup.com $373$

SALZER ELECTRONICS LTD.

CIN: L03210TZ1985PLC001535

Advisors to the Deal	Singhi Advisors, a Global Investment
	banking firm, acted as an exclusive advisors
	to the deal.

The aforesaid information about the Target Company has been provided on the basis of publicly available information.

The aforesaid information is also being uploaded on the website of the Company.

We request you to kindly take the note of above on your records and oblige.

For Salzer Electronics Limited

S Baskarasubramanian Director (Corporate Affairs) & Company Secretary