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Wockhardt Ltd Major Shareholding Notification 2021

Jun 23, 2021

59231_rns_2021-06-23_4e8a376c-122e-4a39-b573-203bbd4958ee.pdf

Major Shareholding Notification

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HUMUZA CONSULTANTS

Corporate Office: G Block, Plot C-2 Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 Phone : 91-22-2653 4444. Fax : 91-22-2652 3905

22nd June, 2021

BSE LimitedCorporate Relations DepartmentP J Towers,Dalal StreetMumbai -400 001 National Stock Exchange of India LimitedExchange PlazaBandra Kurla Complex,Bandra (E),Mumbai -400 051
Scrip Code: 532300 NSE Symbol: WOCKPHARMA

Dear Sirs,

Sub: Disclosure under Regulation 31(1) and 31(3) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations. 2011.

Please find enclosed herewith disclosure in accordance with Regulations 31(1) and 31(3) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 pertaining to creation of pledge on 6,58,000 Nos. of Equity Shares held by us in Wockhardt Limited on 18th June, 2021 (2,53,000 Nos. of Equity Shares) and 21st June, 2021 (4,05,000 Nos. of Equity Shares).

Also enclosing herewith additional disclosure under Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 pursuant to SEBI circular SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated 7th August, 2019 required to be submitted by promoters upon any change in encumbrance of shares exceeding 20% of total share capital of the Company. With the creation of Pledge on above mentioned 6,58,000 Nos. of Equity Shares (i.e. 0.59%), the percent of Pledged Shares now increased to 22.20%.

Kindly take the same on your records.

Thanking you,

For Humuza Consultants Themisto Trustee Company Private Limited as Trustee

Dr. H. F. Khorakiwala Director of Trustee

Encl : As above

CC: Wockhardt Limited D-4, MIDC, Chikalthana, Aurangabad - 431006

Name of the Target Company (TC) Wockhardt Limited
Names of the stock exchanges where theshares of the target company are listed BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
Date of reporting 22nd June, 2021
Name of the promoter or PAC on whoseshares encumbrance has beencreated/released/invoked Themisto Trustee Company Private Limited#
Details of the creation of encumbrance:
Name of the promoter (s) or PACs withhim* Promoter holding in the targetcompany (1) Promoter holding alreadyencumbered (2) Post event holding ofencumbered shares {creation[(2)+(3)] / release [(2)-(3)] /invocation [(1)-(3)]]
Number % of totalshare capital Number % of totalshare capital Type of event( creation /Release /invocation) Date ofcreation/release/invocation ofencumbrance Type ofencumbrance(pledge/ lien/ nondisposalundertaking/others) Reasons forencumbrance Number % of sharecapital Name of the entityin whose favorsharesencumbered*** Number % of total
Themisto Trustee Company Private Limited# 60,495,957 54.61% 2,39,30,000Nos. ofEquityShares 21.60% Creation ofPledgeCreation ofPledge 18/06/202121/06/2021 PledgePledge Shares pledgedas per contractualagreement 2,53,000 Nos. ofEquity Shares4,05,000 Nos. ofEquity Shares 0.23%0.37% Badjate Stock &Share Pvt LtdStandard CharteredInvestments &Loans (India)Ltd 2,45,88,000Nos. of EquityShares 22.20%
Total 6,58,000 Nos. ofEquity Shares 0.59%
Habil F Khorakiwala 459,451 0.41% Nil Nil
Murtaza Habil Khorakiwala 226,200 0.20%
Huzaifa Habil Khorakiwala 216,000 0.19%
Nafisa Habil Khorakiwala 2,640 0.00%
Miqdad Huzaifa Khorakiwala 1,800 0.00%
Themisto Trustee Company PrivateLimited@ 4,400,000 3.97%
Pasithee Trustee Company Private Limited@ 1,500,000 1.35%
Callirhoe Trustee Company Private Limited@ 1,320,578 1.19%
Ananke Trustee Company Private Limited@ 1,472,716 1.33%
Pasithee Trustee Company Private Limited$ 3,400,000 3.07%
Ananke Trustee Company Private Limited$ 3,200,000 2.89%
Callirhoe Trustee Company Private Limited$ 3,200,000 2.89%

Note:

  1. Promoters hold total 7,98,95,342 (72.12%) Equity Shares in Wockhardt Limited.

Dr. H. F. Khorakiwala Director

  1. Promoters' have earlier created pledge on 2,39,30,000 No.of Equity Shares (21.60%) held by them in the Company. With the creation of Pledge on above mentioned 6,58,000 Nos. of Equity Shares (0.59%), the No.of Pledged Shares now increased to 2,45,88,000 No.of Equity Shares (22.20%).
encumbered shares {creation[(2)+(3)] / release [(2)-(3)] /invocation [(1)-(3)]]
Number% of total
share capital
2,45,88,000Nos. of Equity 22.20%
Shares
Nil
  1. Themisto Trustee Company Private Limited holds these shares in its capacity as the Trustee of Habil Khorakiwala Trust, being a Partner of Humuza Consultants (Partnership Firm).

For Themisto Trustee Company Private Limited

Disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

2.@ Shares are held by the said Companies in the capacity as a Trustee of respective Trusts.

  1. $ Shares are held by the said Companies in capacity as a Trustee of respective Trusts being partner in Partnership Firms.

  2. As reported in annual disclosure, other Promoter/ PACs are Ms. Zahabiya Khorakiwala, Dartmour Holdings Private Limited, Palanpur Holdings and Investments Private imited, Khorakiwala Holdings and Investments Pvt. Ltd. However, they do not hold Equity Shares in Wockhardt Limited.

  3. All the No of Shares reported above are Equity Shares held in Wockhardt Limited.

Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Anand Rathi.

@Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Badjate.

* Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Standard Chartered. ^ The Shares were Pledged alongwith other collaterals for the loan from LIC Housing Finance Limited.

Encumbrance No.Date of creation/ Release of encumbrance 119.12.2018 2 331.01.2019 20.05.2019 421.06.2019 504.07.2019 606.08.2019 7823.08.201916.09.2019 930.09.2019 1009.10.2019 1111.11.2019 1220.11.2019 1325.11.2019 1423.12.2019 1527.12.2019 1627.01.2020 1728.01.2020 1828.01.2020 1912.03.2020 2012.03.2020 2113.03.2020 2217.03.2020
Type of encumbrance (pledge, lien, negative lien, non-disposal Creation of pledge Release pf Creation of Pledge Release of pledged Shares Creation of Pledge
or arrangement in the nature of encumbrance) undertaking etc. or any other covenant, transaction, condition pledged Shares
No. and % of shares No. of shares : 1,000,000 250,000 150,000 300,000 500,000 800,000 300,000 -650,000 600,000 200,000 1,300,000 850,000 500,000 7,200,000 6,500,000 - 1,400,000 - 400,000 - 444,000 775,000 2,100,000 700,000 925,000
encumbered % of total share capital : 0.90% 0.23% 0.14% 0.27% 0.45% 0.72% 0.27% -0.59%0.54% 0.18% 1.17% 0.77% 0.45% 6.50% 5.87% -1.26% -0.36% -0.40% 0.70% 1.90% 0.63% 0.84%
Specific Details about the encumbrance
Name of the entity in whose favour shares encumbered (X) Anand Rathi Global Finance Ltd Badjate Stock Broking Private Limited SBICAP Trustee CompanyLtd (Trustee of LIC HousingFinance Ltd) Standard CharteredInvestments & Loans(India) Ltd StandardCharteredInvestments &Loans (India) Ltd Anand Rathi Global FinanceLtd Badjate StockBroking PrivateLimited Anand RathiGlobal FinanceLtd Standard CharteredInvestments &Loans (India) Ltd Badjate Stock BrokingPrivate Limited Standard CharteredInvestments &Loans (India) Ltd
Whether the entity X is a scheduled commercial bank, public Yes No. No. Yes Yes Yes No Yes Yes No Yes
financial institution, NBFC or housing finance company? If No, Nature of Business: Stock Broking` Nature of Business: Trustee Nature of Business: Nature of Business:
provide the nature of the business of the entity. Company on behalf of Stock Broking` Stock Broking`
LICHFC.`
Names of all other entities in the agreement Humuza Consultants, Pledgor[Themisto Trustee Company Pvt Ltd holds these shares in Capacity as the Trustee of Habil Khorakiwala Trust, being a partner of Humuza Consultants, Partnership Firm]
Whether the encumbrance is relating to any debt instruments Not applicable
yes, provide details about the instrument, including creditrating.If Yes,1 Name of the issuer :2 Details of the debt instrument :3 Whether the debt instrument is listed on stock exchanges?4 Credit Rating of the debt instrument5 ISIN of theinstrurnent
Security Cover/ Asset Cover
Value of shares on the date of event / agreement (A) (Amount 520,400,000 110,362,500 58,155,000 110,040,000 186,225,000 226,480,000 76,395,000 212,420,000 153,840,000 47,610,000 373,685,000 245,565,000 127,275,000 1,772,280,000 1,604,850,000 494,060,000 138,220,000 153,424,200 160,192,500 434,070,000 157,290,000 189,948,750
in Rs. )
(B) (Amount in Rs. ) Amount involved (against which shares have been encumbered) 20,00,00,000 # N.A.[Release of partof the PledgedShares] # 10,00,00,000 10,00,00,000 3,500,000,000 50,00,00,000 N.A.[Release of part of the Pledged Shares] # * @ *
Ratio of A / B 0.26 # -do- # 3.73685 3.73 0.51^ 3.2097 N.A. # * @ *
End use of money
Borrowed amount to be utilized (a)Personal use by Promoters - - - - - - -- - - - - - - - - - - - - - -
for what purpose - and PACs
(b)For the benefit of listedcompanyProvide details includingamount, purpose of raisingmoney by listed company,schedule for utilization ofamount, repayment scheduleetc - - - - - - -- - - - - - - - - - - - - - -
Any other reason (pleasespecify) The amount raised by creating Pledge on Shares have been partially invested in Preference Shares/ extended unsecured loan to Wockhardt Limited from time to time.

Details of all the existing events/agreements pertaining to encumbrance

Wockhardt Limited
BSE Limited (BSE)
National Stock Exchange of India Limited (NSE)
Humuza Consultants
No. of Shares held: 7,98,95,342 (72.12%)
% of total share capital : 72.12%
22.20%
No
Yes

Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Anand Rathi.

Encumbrance No. 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44
Date of creation/ Release of encumbrance 18.03.2020 19.03.2020 24.03.2020 24.03.2020 25.03.2020 08.04.2020 17.04.2020 04.05.2020 05.05.2020 0607.2020 03.08.2020 02.11.2020 20.11.2020 27.11.2020 01.12.2020 08.12.2020 11.12.2020 18.12.2020 18.12.2020 31.12.2020 15.01.2021 03.02.2021
Type of encumbrance (pledge, lien, negative lien, non-disposal Creation of Pledge Release of Pledged Shares Release of pledged Shares Release of pledged Shares Creation of Pledge
No. and % of shares No. of shares : 500,000 350,000 3,900,000 2,100,000 744,000 - 600,000 - 600,000 - 4,525,000 - 2,825,000 - 1,800,000 - 1,400,000 - 1,400,000 - 1,400,000 - 480,000 - 1,500,000 - 500,000 - 1,318,500 - 1,500 - 700,000 - 2,500,000 - 300,000 2,200,000
encumbered % of total share capital : 0.45% 0.32% 3.52% 1.90% 0.67% -0.54% -0.54% -4.09% -2.55% -1.63% -1.26% -1.26% -1.26% -0.43% -1.35% -0.45% -1.19% 0.00% -0.63% -2.26% -0.27% 1.99%
Specific Details about the encumbrance
Name of the entity in whose favour shares encumbered (X) Anand Rathi Global Badjate Stock Standard Anand Rathi Badjate Stock Broking Private Limited Standard Anand Rathi Global Finance Ltd Standard Badjate Stock Broking Badjate Stock Anand Rathi Global Finance Standard Chartered Standard Anand Rathi Global Finance Ltd Standard Chartered Investments & Loans (India) Ltd
Finance Ltd Broking Private Chartered Global Finance Chartered Chartered Private Limited Broking Private Ltd Investments & Loans Chartered
Limited Investments & Ltd Investments & Investments & Limited (India) Ltd Investments &
Loans (India)Ltd Loans (India) Ltd Loans (India) Ltd Loans (India) Ltd
Whether the entity X is a scheduled commercial bank, public Yes No. Yes Yes No Yes Yes Yes No No Yes Yes Yes Yes Yes
financial institution, NBFC or housing finance company? If No, Nature of Nature of Business: Stock Broking` Nature of Business: Nature of Business:
provide the nature of the business of the entity. Business: Stock Stock Broking` Stock Broking`
Broking`
Names of all other entities in the agreement Humuza Consultants, Pledgor
[Themisto Trustee Company Pvt Ltd holds these shares in Capacity as the Trustee of Habil Khorakiwala Trust, being a partner of Humuza Consultants, Partnership Firm]
Whether the encumbrance is relating to any debt instruments Not Applicable
viz. debenture, commercial paper, certificate of deposit etc.? If
yes, provide details about the instrument, including credit
rating.If Yes,
1 Name of the issuer :
2 Details of the debt instrument :
3 Whether the debt instrument is listed on stock exchanges?
4 Credit Rating of the debt instrument
5 ISIN of theinstrurnent
Security Cover/ Asset Cover
Value of shares on the date of event / agreement (A) (Amount 98,300,000 63,560,000 612,885,000 330,015,000 123,541,200 132,780,000 162,540,000 1,185,097,500 726,025,000 496,890,000 425,040,000 413,910,000 550,620,000 216,912,000 694,125,000 243,275,000 682,851,150 763,875 356,475,000 1,366,375,000 159,915,000 1,135,530,000
Amount involved (against which shares have been encumbered) # @ * # @ N.A. N.A. 400,000,000
Ratio of A / B # @ * # @ N.A. N.A. 2.838825
End use of money
Borrowed amount to be utilized (a)Personal use by Promoters - - - - - - - - - - - - - - - - - - - - - -
for what purpose - and PACs
(b)For the benefit of listed - - - - - - - - - - - - - - - - - - - - - -
company
Provide details including
amount, purpose of raising
money by listed company,
schedule for utilization of
amount, repayment schedule
etc
Any other reason (please The amount raised by creating Pledge on Shares have been partially invested in Preference Shares/ extended unsecured loan to Wockhardt Limited from time to time.
specify)

@Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Badjate.

* Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Standard Chartered. ^ The Shares were Pledged alongwith other collaterals for the loan from LIC Housing Finance Limited.

Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Anand Rathi.

@Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Badjate.

Encumbrance No. 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61
Date of creation/ Release of encumbrance 19.02.2021 23.03.2021 26.03.2021 09.04.2021 20.04.2021 27.04.2021 07.05.2021 10.05.2021 10.05.2021 11.05.2021 14.05.2021 17.05.2021 20.05.2021 20.05.2021 26.05.2021 18.06.2021 21.06.2021
Type of encumbrance (pledge, lien, negative lien, non-disposalundertaking etc. or any other covenant, transaction, condition Creation of Pledge Release ofpledged shares Creation of Pledge Release of pledged shares Creation of Pledge Release of Pledged shares Creation of Pledge
or arrangement in the nature of encumbrance)No. and % of shares No. of shares : 3,900,000 200,000 850,000 - 1,000,000 3,000,000 3,400,000 - 800,000 - 1,200,000 1,100,000 2,100,000 1,100,000 - 500,000 - 180,000 - 90,000 2,050,000 253,000 405,000
encumbered % of total share capital : 3.52% 0.18% 0.77% -0.90% 2.71% 3.07% -0.72% -1.08% 0.99% 1.90% 0.99% -0.45% -0.16% -0.08% 1.85% 0.23% 0.37%
Specific Details about the encumbrance
Name of the entity in whose favour shares encumbered (X) Standard Chartered Investments & Loans (India) Ltd Badjate Stock Catalyst Badjate Stock Standard Anand Rathi Catalyst Trusteeship Limited& Standard Chartered Badjate Stock Anand Rathi Global Finance Catalyst Trusteeship Badjate Stock Standard Chartered
Broking PrivateLimited Broking PrivateLimited CharteredInvestments &Loans (India) Ltd Global FinanceLtd# Investments & LoansBroking PrivateLtd#(India) LtdLimited Limited& Broking PrivateLimited Investments & Loans (India)Ltd
provide the nature of the business of the entity. Whether the entity X is a scheduled commercial bank, publicfinancial institution, NBFC or housing finance company? If No, Yes NoNature of Business:Stock Broking` NoNature ofBusiness:DebentureTrustee NoNature ofBusiness: StockBroking` Yes Yes NoNature of Business: Debenture Trustee Yes NoNature of Business:Stock Broking` Yes NoNature of Business:Debenture Trustee NoNature ofBusiness: StockBroking` Yes
Names of all other entities in the agreement Humuza Consultants, Pledgor [Themisto Trustee Company Pvt Ltd holds these shares in Capacity as the Trustee of Habil Khorakiwala Trust, being a partner of Humuza Consultants, Partnership Firm]
rating.If Yes,1 Name of the issuer :2 Details of the debt instrument :4 Credit Rating of the debt instrument5 ISIN of theinstrurnent Whether the encumbrance is relating to any debt instrumentsviz. debenture, commercial paper, certificate of deposit etc.? Ifyes, provide details about the instrument, including credit3 Whether the debt instrument is listed on stock exchanges? Not Applicable 1. WockhardLimited2. NonConvertibleDebenture('NCDs')3. The NCDs arenot listed4. CARE BBB-;Stable5.INE049B07048 Not Applicable 1. Wockhard Limited2. Non-Convertible Debenture ('NCDs')3. The NCDs are not listed4. CARE BBB-; Stable5.INE049B07055 Not Applicable 1. Wockhard Limited2. Non-ConvertibleDebenture ('NCDs')3. The NCDs are notlisted4. CARE BBB-; Stable5. INE049B07063 Not Applicable
Security Cover/ Asset Cover
in Rs. ) Value of shares on the date of event / agreement (A) (Amount 1,909,830,000 88,610,000 342,550,000 475,250,000 1,518,900,000 1,746,410,000 458,800,000 716,880,000 657,140,000 1,304,310,000 697,180,000 319,725,000 124,218,000 62,109,000 1,612,632,500 149,409,150 242,979,750
(B) (Amount in Rs. ) Amount involved (against which shares have been encumbered) 700,000,000 N.A.[Release of part ofthe Pledged 500,000,000 750,000,000N.A.[Release of partof the Pledged 200,000,000 500,000,000 250,000,000 N.A.[Release of part of the Pledged Shares] 500,000,000 @ *
Ratio of A / B 2.728328571 * * Shares]N.A. 3.0378 2.328546667 Shares]N.A. 3.2857 2.60862 2.78872 N.A. 3.225265 @ *
End use of money
Borrowed amount to be utilized (a)Personal use by Promoters - - - - - - - - - - - - - - - - -
for what purpose - and PACs(b)For the benefit of listedcompanyProvide details includingamount, purpose of raisingmoney by listed company,schedule for utilization ofamount, repayment scheduleetcAny other reason (please -The amount raised by creating Pledge on Shares have been partially extended unsecured loan - - - - The amount ofRs. 75 croreraised by theCompany byissuance of NCDs(Tranche I) hasbeen utilised formeeting workingcapitalrequirementsand R&Dpurposes. Therepaymentschedule is 24 to36 months fromthe date of- - -The amount raised by creating Pledge on Shares have - The amount of Rs. 75 crore raised by theCompany by issuance of NCDs (TrancheII) has been utilised for meeting workingcapital requirements and R&D purposes.The repayment schedule is 24 to 36months from the date of allotment- - - - -The amount raised by creating Pledge on Shares have been partially The amount of Rs. 50crore raised by theCompany by issuanceof NCDs (Series BTranche I) has beenutilised for meetingworking capitalrequirements andR&D purposes. Therepayment scheduleis 24 to 36 monthsfrom the date ofallotment - -
specify) to Wockhardt Limited from time to time. been partially extended unsecured loan to WockhardtLimited from time to time. extended unsecured loan to Wockhardt Limited from time to time. -The amount raised by creating Pledge on Shareshave been partially extended unsecured loan toWockhardt Limited from time to time.

* Extended additional collateral for loan (i.e. loan against pledge of shares) taken earlier from Standard Chartered. ^ The Shares were Pledged alongwith other collaterals for the loan from LIC Housing Finance Limited.

& The share are pledged in favour of Catalyst Trusteeship Limited ("Debenture Trustee") to secure the Non-Convertible Debentures issued and allotted to Centrum Credit Opportunities Trust ("Lender")

For and on behalf Humuza Consultants. Themisto Trustee Company Private Limited as Trustee

Dr. H. F. Khorakiwala, Director of Trustee

Place: Mumbai Date: 22-06-2021