SNOWMAN LOGISTICS LIMITED — M&A Activity 2019

Dec 30, 2019

December 38, 27019

		SNOWMAN*
		The
December 38, 27019
LimitedExchange PlazaBandra Kurla ComplexMumbai — 400 050Ph No: 2659 8452Fax No: 2659 8237/38Email: cmlist@nse.co.inScrip Code: SNOWMAN	National Stock Exchange of India	BSE LimitedDepartment of Corporate ServicesPhiroze Jeejeebhoy TowersMumbai — 400 0011233/34Ph No: 2272/7Fax: 2272 1072/ 2037/2061/ 41corp.relations@bseindia.comEmail:Scrip Code: 538635
Dear Sir/Madam,
Sub:Acquirer)(theLtd( PAC")inAnnouncement datedtogether with Adanioffer	together withAdaniopenrelationanoffertoLogistics Ltd (The Target Company)December201927,Ports and Special	Public Announcement dated December 77, 2019 issued by AdaniCconomicZoneandSpecialPortsshareholdersto thepublicofby AdaniissuedLogisticsLtdEconomic Zone Ltd ("PAC")into the public shareholders of Snowman Logistics Ltd (The Target Company)
	We request you to kindly take the aforesaid information on record.	LogisticsLtdSnowmanWith reference to the above captioned subject, please find attached herewith copy of Public(the Acquirer)relation to an open
Thanking you,
Yours faithfully,
FOR SNOWMAN LOGISTICS LIMITED
AM SundarCFO & Company secretary
	Cortate UfticeSnowman Logistics Ltd.
	aadNo.54, Ons	d Virgo Nagar, Bangalore - 560 049, Karnataka

December 27, 2019

The Board of Directors, Snowman Logistics Limited, Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra - 410206.

Dear Sirs,

Subject: Public Announcement dated December 27, 2019 (the "Public Announcement") in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of Snowman Logistics Limited (the "Target Company") ("Open Offer"/ "Offer").

Adani Logistics Limited ("Acquirer") together with Adani Ports and Special Economic Zone Limited ("PAC"), as the persons acting in concert with the Acquirer, have announced an open offer for acquisition of up to 4,34,42,879 fully paid-up equity shares of face value of Rs. 10 each ("Equity Shares") from the Public Shareholders of Snowman Logistics Limited (the "Target Company"), representing 26.00% of the Voting Share Capital of the Target Company, at a price of Rs. 44.00 per Equity Share (the "Offer Price") aggregating to a total consideration of up to Rs. 1,911,486,676, payable in cash.. The Offer will be subject to the terms and conditions mentioned in the Public Announcement and to be set out in the detailed public statement ("DPS") and the letter of offer ("LoF") that are proposed to be issued in accordance with the Securities and Exchange board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereto (the "SEBI (SAST) Regulations").

The Offer is being made pursuant to and in compliance with Regulation 3(1) and 4 of the SEBI (SAST) Regulations.

We are pleased to inform you that JM Financial Limited has been appointed as Manager to the Offer. As required under Regulation 14(2) of the SEBI (SAST) Regulations, we are enclosing herewith a copy of the Public Announcement in relation to the Offer.

Capitalized terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the enclosed Public Announcement.

Thanking You, Yours truly,

<anclas\ Sy XO) =(Mumbai)= z\ V=]] ) \ atory Enclosure: as above.

JM Financial Limited

Corporate Identity Number : L67120MH1986PLC038784 Regd. Office: 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. T: +91 22 6630 3030 F: +91 22 6630 3330 www.jmfl.com

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF SNOWMAN LOGISTICS LIMITED UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 13(1) AND REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMNETS THERETO

Open offer for acquisition of up to 4,34,42,879 fully paid up equity shares having a face value of INR 10 each ("Equity Shares") of Snowman Logistics Limited ("Target Company") representing 26.00% of the Voting Share Capital (as defined below) from the Public Shareholders (as defined below) of the Target Company by Adani Logistics Limited ("Acquirer") together with Adani Ports And Special Economic Zone Limited ("PAC"), as the person acting in concert with the Acquirer (the "Open Offer" or "Offer'").

This public announcement ("Public Announcement" or "PA" ) is being issued by JM Financial Limited, the manager to the Offer (the "Manager to the Offer'), for and on behalf of the Acquirer and the PAC, to the Public Shareholders (as defined below) of the Target Company, with an intention to acquire control of the Target Company pursuant to and in compliance with Regulations 3(1) and 4 read with Regulations 13(1) and 15(1) and other applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereto (the "SEBI (SAST) Regulations" and reference to a particular "Regulation" shall mean the particular regulation of the SEBI (SAST) Regulations).

For the purpose of this Public Announcement:

• (a) "GDL / Seller" means Gateway Distriparks Limited;
• (b) "Public Shareholders" means all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, other than the Acquirer, PAC, parties to the SPA (as defined below), and persons deemed to be acting in concert with the parties to the SPA, pursuant to and in compliance with the SEBI (SAST) Regulations;
• (c) "Sale Shares" means 6,72,54,119 equity shares constituting 40.25% of the Voting Share Capital; and
• (d) "Voting Share Capital" means the total voting equity share capital of the Target Company on a fully diluted basis as of the 10" (tenth) working day from the closure of the tendering period of the Open Offer (such Voting Share Capital excludes 24,000 employee stock options of the Target Company which were surrendered by its employees).

1. Offer Details

1.1 Open Offer Size: Up to 4,34,42,879 Equity Shares ("Offer Shares") constituting 26.00% of the Voting Share Capital at a price of INR 44.00 per Offer Share aggregating to a total consideration of up to INR 1,911,486,676 (assuming full acceptance) ("Offer Size"), subject to the terms and conditions mentioned in this Public Announcement and to be set out in the detailed public statement ("DPS") and the letter of offer ("LoF'') that is proposed to be issued in accordance with the SEBI (SAST) Regulations.

• 1.2 Offer Price / Consideration: The Open Offer is made at a price of INR 44.00 per Offer Share (the "Offer Price'), that will be offered to the Public Shareholders who tender their Equity Shares in the Open Offer. The Offer Price is arrived at in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the Open Offer, the total consideration payable by the Acquirer in accordance with the SEBI (SAST) Regulations will be up to INR 1,911,486,676.
• 1.3 Mode of Payment (cash / security): The Offer Price will be paid in cash by the Acquirer and/ or PAC in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
• 1.4 Type of Open Offer: The Open Offer is a mandatory open offer made by the Acquirer and the PAC in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations. This Offer is not subject to any minimum level of acceptance.
• Transaction which has triggered the Open Offer obligation ("Underlying Transaction")

2.1 Description of the transaction and the SPA

The Acquirer has entered into a share purchase agreement dated December 27, 2019 with the Gateway Distriparks Limited ("Seller") and the Target Company ("SPA"), pursuant to which the Acquirer has agreed to acquire 6,72,54,119 Equity Shares constituting 40.25% of the Voting Share Capital, subject to terms and conditions set out in the SPA, including fulfilment of conditions precedent by the Target Company and/or the Seller (including obtaining any regulatory approvals, if any). The said sale of the Sale Shares is proposed to be executed for a consideration aggregating up to INR 2,959, 181,236, at a price of up to INR 44.00 per Sale Share. Details of Underlying Transaction "

1.2		Offer Price / Consideration: The Open Offer is made at a price of INR 44.00 per Offer Share (the "Offer Price'), that will be offered to the Public
		Shareholders who tender their Equity Shares in the Open Offer. The Offer Price is arrived at in accordance with Regulation 8(2) of the SEBI (SAST)Regulations. Assuming full acceptance of the Open Offer, the total consideration payable by the Acquirer in accordance with the SEBI (SAST)Regulations will be up to INR 1,911,486,676.
1.3		Mode of Payment (cashSEBI (SAST) Regulations.		/ security): The Offer Price will be paid in cash by the Acquirer and/ or PAC in accordance with Regulation 9(1)(a) of the
1.4		Type of Open Offer: The Open Offer is a mandatory open offer made by the Acquirer and the PAC in compliance with Regulations 3(1) and 4 of theSEBI (SAST) Regulations. This Offer is not subject to any minimum level of acceptance.
		Transaction which has triggered the Open Offer obligation ("Underlying Transaction")
2.1		Description of the transaction and the SPA
		The Acquirer has entered into a share purchase agreement dated December 27, 2019 with the Gateway Distriparks Limited ("Seller") and the TargetCompany ("SPA"), pursuant to which the Acquirer has agreed to acquire 6,72,54,119 Equity Shares constituting 40.25% of the Voting Share Capital,subject to terms and conditions set out in the SPA, including fulfilment of conditions precedent by the Target Company and/or the Seller (includingobtaining any regulatory approvals, if any). The said sale of the Sale Shares is proposed to be executed for a consideration aggregating up to INR2,959, 181,236, at a price of up to INR 44.00 per Sale Share.
		Since the Acquirer has entered into the SPA to acquire voting rights in excess of 25% of the Voting Share Capital of the Target Company, accompaniedwith control, this Open Offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Pursuant to the Offer and consummation ofthe transactions contemplated under the SPA, the Acquirer will have control over the Target Company and the Acquirer shall become the promoter ofthe Target Company, including in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015.
				Details of Underlying Transaction "
	Type oftransaction	Mode of transaction (agreement/allotment/ market purchase)		Shares/voting rights acquired/proposed to be acquired	Totalconsideration for	Mode ofpayment	Regulation whichhas triggered
	(direct/indirect)		Number	%vis-a-vistotal equity/VotingShare Capital	shares/ votingrights acquired(INR)
Direct		Agreement — The Acquirer entered					Regulations3(1)
		into a SPA with GDL to acquire up6,72,54,119EquityShares,	6,72,54,119	40.25%	INR 2,959,181,236	Cash	and 4 of the SEBI(SAST)
		toconstituting 40.25% of the Voting					Regulations.

	ShareCapital,subject to,and inaccordance with, the terms of theSPA
Notes:1)	Upon completion of the Underlying Transactions, the Acquirer will be in sole control of the Target Company.
3.	Details of the Acquirer & PAC	Acquirer		PAC
Details

3. Details of the Acquirer & PAC

Sharesubject to,Capital,accordance with, the terms of theSPA	and in
Notes:1)	Upon completion of the Underlying Transactions, the Acquirer will be in sole control of the Target Company.
Details of the Acquirer & PAC3.
DetailsName of Acquirer	AcquirerAdani Logistics Limited	PACAdani Ports and Special Economic Zone Limited
Address	AdaniHouse,NearMithakhaliRoads,SixNavrangpura, Ahmedabad 380 009, Gujarat, India	Adani House, Mithakhali Six Roads, Navrangpura,Ahmedabad 380 009, Gujarat, India
Name of the persons in controlpromoters/PAC where AcquirerPACof Acquirer//are companies	Adani Logistics Limited is a public company 100%held by PAC	Please refer to note 1 below for the names of thepromoter and promoter group of PAC
Name of the Group,if any, to which theAcquirer belongs to	Adani Group	Adani Group
Pre Transaction shareholding:Number	Nil	Nil
% of total equity share capitalProposed % of shareholding after the
acquisition of shares which triggered theOpen Offer (excluding shares acquired inthe Open Offer)	6,72,54,119 Equity Shares constituting 40.25% ofthe Voting Share Capital	Nil
Any other interest in the Target Company	None	None

Notes:

1. The names of the promoter and promoter group of PAC, along with their shareholding percentage, as disclosed by it to the stock exchanges under Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of September 30, 2019 are as follows:

Individuals: (i) Gautambhai Shantilal Adani — negligible; (ii) Rajeshbhai Shantilal Adani — negligible;

Others: (i) Gautambhai Shantilal Adani & Rajeshbhai Shantilal Adani (on behalf of S. B. Adani Family Trust) — 39.34%; (ii) Gautambhai Shantilal Adani & Pritiben Gautambhai Adani (on behalf of Gautam S. Adani Family Trust) — nil; (iii) Rajeshbhai Shantilal Adani & Shilin Rajeshbhai Adani (on behalf of Rajesh S. Adani Family Trust) — negligible; (iv) Adani Properties Private Limited — nil; (v) Adani Tradeline LLP — 6.80%; (vi) Worldwide Emerging Market Holding Limited — 3.83%; (vii) Universal Trade And Investments Limited — 3.91%; (viii) Afro Asia Trade and Investments Limited — 4.43%; (ix) Emerging Market Investment DMCC — 4.14%;

4. Details of the Seller (i.e. selling shareholders under the SPA)

Details of the Seller (i.e. selling shareholders4.		under the SPA)
Name	Part of				Details of shares/voting rights held by the Selling Shareholders
	Promotergroup	Number of	Pre Transaction% vis-a-vis of	% vis-a-vis	Number of	Post Transaction% vis-a-vis of	% vis-a-vis of
	(Yes/No)	Equity Shares	total equityshare capital*	total VotingShare Capital	Equity shares	Equity ShareCapital	total VotingShare Capital
Gateway DistriparksLimited	Yes	6,72,54,119	40.25	40.25	-	-	-
*Pre transaction shareholding percentages calculated after considering the total number of Equity Shares of the Target Company as on September30, 2019
Target Company5.
Name:CIN:		Snowman Logistics LimitedL15122MH1993PLC285633
Registered office:		Tel: 022-39272010			Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra 410206, India

5. Target Company

Details of the Seller (i.e. selling shareholders4.		under the SPA)
Name	Part ofPromoter		Pre Transaction	Details of shares/voting rights held by the Selling Shareholders		Post Transaction
	group	Number of	% vis-a-vis of	% vis-a-vis	Number of	% vis-a-vis of	% vis-a-vis of
	(Yes/No)	Equity Shares	total equity	total Voting	Equity shares	Equity Share	total Voting
Gateway Distriparks	Yes	6,72,54,119	share capital*40.25	Share Capital40.25	-	Capital-	Share Capital-
Limited
*Pre transaction shareholding percentages calculated after considering the total number of Equity Shares of the Target Company as on September30, 2019
Target Company5.
Name:		Snowman Logistics Limited
CIN:Registered office:		L15122MH1993PLC285633		Plot No. M-8, Taloja Industrial Area, MIDC, Raigad, Navi Mumbai, Maharashtra 410206, India
		Tel: 022-39272010
		Email: sundar@snowman.in
Exchanges where listed:				BSE Limited (Scrip Code: 538635) and the National Stock Exchange of India Limited (Symbol: SNOWMAN)

6. Other details regarding the Offer

• a) The DPS would be published on or before January 3, 2020 in accordance with the SEBI (SAST) Regulations. The DPS shall contain detailed of the Open Offer including the reasons and the background of the Offer, detailed information on the Offer Price, details of the SPA, the Acquirer, the PAC, and the Target Company, background to the Open Offer, relevant approvals from various statutory and regulatory authorities subject to the time period under the SEBI (SAST) Regulations for the Open Offer and details of financial arrangements, other terms of the Open Offer and the conditions to the Open Offer.

• b) The Open Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation 19(1) of the SEBI (SAST) Regulations and the PA is not being issued pursuant to a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

• c) The Acquirer and PAC jointly and severally undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations. The Acquirer confirms that they have adequate financial resources to meet the obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of the SEBI (SAST) Regulations.

• d) The completion of the Open Offer and the acquisition under the SPA is subject to receipt of relevant approvals from various statutory authorities, and other terms and conditions mentioned in the SPA.

• e) In this Public Announcement, all references to "Re." and "Rs." and "INR" are references to Indian Rupees.

• f) The information pertaining to Target Company contained in this Public Announcement has been compiled from the information published or publicly available sources or provided by the Target Company.

Issued by Manager to the Offer

JM Financial Limited

7" Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 4000235, India. Tel. No.: +91 22 6630 3030 Fax No.: +91 22 6630 3330 Email ID: prachee.dhuri@jmfl.com Contact Person: Ms. Prachee Dhuri SEBI Registration Number: INM000010361

On behalf of the Acquirer and PAC

Adani Logistics Limited (Acquirer)

Adani Ports and Special Economic Zone Limited (PAC)

Place: Mumbai

Date: December 27, 2019