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Wockhardt Ltd Regulatory Filings 2021

May 19, 2021

59231_rns_2021-05-19_ddf7e325-6f91-4dcd-a0ce-9930331205ef.pdf

Regulatory Filings

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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

18thMay, 2021
BSE Limited
Corporate Relations Department
P J Towers,
Dalal Street
Mumbai - 400 001
Scrip Code: 532300
National Stock Exchange of India Limited
Exchange Plaza
Bandra Kurla Complex,
Bandra (E),
Mumbai - 400 051
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 11,00,000 Nos. of Equity Shares held by us in Wockhardt Limited on 14[th] May, 2021.

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 7[th] 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 11,00,000 Nos. of Equity Shares (i.e. 0.99%), the percent of Pledged Shares now increased to 20.45%.

Kindly take the same on your records.

Thanking you,

For Humuza Consultants Themisto Trustee Company Private Limited as Trustee

==> picture [150 x 44] intentionally omitted <==

Dr. H. F. Khorakiwala Director of Trustee

Encl : As above

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

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

Name of the Target Company (TC) Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited Wockhardt Limited
Names of the stock exchanges where the
shares of the target company are listed
BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
Date of reporting 18th May, 2021
Name of the promoter or PAC on whose
shares encumbrance has been
created~~/released~~
~~/invoked~~
Themisto Trustee Company Private Limited#
Details of the creation of encumbrance:
Name of the promoter (s) or PACs with
him*
Promoter holding in the target
company (1)
Promoter holding already
encumbered (2)
Details of events pertaining to encumbrance (3) Post event holding of
encumbered shares~~{~~
~~creation~~
~~[(2)+(3)~~
~~]~~/ release [(2)-(3)] /
~~invocation [(1)-(3)]]~~
Number % of total
share capital
Number % of total
share capital
Type of event
( creation /
~~Release~~
/
~~invocation~~
~~)~~
Date of
creation/
~~release/~~
~~invocation~~
of
encumbrance
Type of
encumbrance
(pledge~~/ lien/ non~~
~~disposal~~
~~undertaking~~
~~/others~~
~~)~~
Reasons for
encumbrance
Number % of share
capital
Name of the entity
in whose favor
shares
encumbered
*
Number % of total
share capital
Themisto Trustee Company Private Limited# 60,495,957 54.61% 2,15,50,000
Nos. of
Equity
Shares
19.45% Creation of
Pledge
14/05/2021 Pledge For the purpose of
securing the Non-
Convertible
Debentures
11,00,000 Nos.
of Equity Shares
0.99% Catalyst
Trusteeship Limited
2,26,50,000
Nos. of Equity
Shares
20.45%
Habil F Khorakiwala 459,451
0.41%
Nil 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 Private Limited@ 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.[#] 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).

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

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

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

  • Promoters' have earlier created pledge on 2,15,50,000 No.of Equity Shares (19.45%) held by them in the Company. With the creation of Pledge on above mentioned 11,00,000 Nos. of Equity Shares (0.99%), the No.of Pledged Shares now increased to 2,26,50,000 No.of Equity Shares (20.45%). 5. 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.

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

For Themisto Trustee Company Private Limited

==> picture [92 x 26] intentionally omitted <==

Dr. H. F. Khorakiwala Director

Date: 18th May, 2021

Place: Mumbai

Additional disclosure under Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 [Pursuant to Circular SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated 7th August, 2019]

Name of Listed Company Wockhardt Limited
Name of the recognised stock exchanges where the shares of
the company are listed
BSE Limited (BSE)
National Stock Exchange of India Limited (NSE)
Name of the promoter(s) / PACs whose shares have been
encumbered
Humuza Consultants
Total promoter shareholding in the listed company No. of Shares held: 7,98,78,676 (72.12%)
% of total share capital : 72.12%
Encumbered shares as a % ofpromoter shareholding 20.45%
Whether encumbered share is 50% or more of promoter
shareholding
No
Whether encumbered share is 20% or more of total share
capital
Yes

Details of all the existing events/agreements pertaining to encumbrance

Details of all the existing events/agreements pertaining to Details of all the existing events/agreements pertaining to encumbrance
Encumbrance No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
Date of creation/ Release of encumbrance 19.12.2018 31.01.2019 20.05.2019 21.06.2019 04.07.2019 06.08.2019 23.08.2019 16.09.2019 30.09.2019 09.10.2019 11.11.2019 20.11.2019 25.11.2019 23.12.2019 27.12.2019 27.01.2020 28.01.2020 28.01.2020 12.03.2020
Type of encumbrance (pledge, lien, negative lien, non-disposal
undertaking etc. or any other covenant, transaction, condition
or arrangement in the nature of encumbrance)
Creation of pledge Release pf
pledged Shares
Creation of Pledge Release of pledged Shares Creation of
Pledge
No. and % of shares
encumbered
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
% 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%
Specific Details about the encum brance
Name of the entity in whose favo ur shares encumbered (X) Anand Rathi Global Finance Ltd Badjate Stock Broking Private Limited SBICAP Trustee Company
Ltd (Trustee of LIC Housing
Finance Ltd)
Standard Chartered
Investmets & Loans
(India) Ltd
Standard
Chartered
Investmets &
Loans (India) Ltd
Anand Rathi Global Finance
Ltd
Badjate Stock Broking
Private Limited
Anand Rathi
Global Finance Ltd
Whether the entity X is a scheduled commercial bank, public
financial institution, NBFC or housing finance company? If No,
provide the nature of the business of the entity.
Yes No.
Nature of Business: Stock Broking|||No.<br>Nature of Business: Trustee<br>Company on behalf of<br>LICHFC.
Yes Yes Yes No
Nature of Business:
Stock Broking`
Yes
Names of all other entities in the agreement Humuza Consultants, Pledgor
[Themisto Trustee CompanyPvt Ltd holds these shares in Capacityas the Trustee of Habil Khorakiwala Trust,beingapartner of Humuza Consultants,PartnershipFirm]
Whether the encumbrance is relating to any debt instruments
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
Not applicable
Security Cover/ Asset Cover
Value of shares on the date of ev
in Rs.)
ent / 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
Amount involved (against which
(B) (Amount in Rs. )
shares have been encumbered) 20,00,00,000 # N.A.
[Release of part
of the Pledged
Shares]
# 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
for what purpose -
(a)Personal use by Promoters
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
specify)
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.

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. Encumbrance No. 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38
Date of creation/ Release of encumbrance 12.03.2020 13.03.2020 17.03.2020 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 06..07.2020 03.08.2020 02.11.2020 20.11.2020 27.11.2020 01.12.2020 08.12.2020
Type of encumbrance(pledge,lien,negative lien,non-disposal Creation of Pledge Release of Pledged Shares Release ofpledged Shares
No. and % of shares
encumbered
No. of shares : 2,100,000 700,000 925,000 500,000 350,000 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
-
% of total share capital : 1.90% 0.63% 0.84% 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%
Specific Details about the encum brance
Name of the entity in whose favo ur shares encumbered (X) Standard
Chartered
Investmets &
Loans (India) Ltd
Badjate Stock
Broking Private
Limited
Standard
Chartered
Investmets &
Loans (India)
Ltd
Anand Rathi Global
Finance Ltd
Badjate Stock
Broking Private
Limited
Standard
Chartered
Investmets &
Loans (India) Ltd
Anand Rathi
Global Finance
Ltd
Badjate Stock Broking Private Limited Standard
Chartered
Investmets &
Loans (India) Ltd
Anand Rathi Global Finance Ltd Standard Chartered
Investmets & Loans (India)
Ltd
Badjate Stock Broking
Private Limited
Badjate Stock
Broking Private
Limited
Anand Rathi Global Finance
Ltd
Standard Chartered
Investmets & Loans
(India) Ltd
Standard
Chartered
Investmets &
Loans (India) Ltd
Whether the entity X is a scheduled commercial bank, public
financial institution, NBFC or housing finance company? If No,
provide the nature of the business of the entity.
Yes No
Nature of
Business:
Stock Broking|Yes|Yes|No.<br>Nature of<br>Business: Stock<br>Broking
Yes Yes No
Nature of Business: Stock Broking|||Yes|Yes||Yes|No<br>Nature of Business:<br>Stock Broking
No
Nature of
Business: Stock
Broking`
Yes Yes 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]
Whether the encumbrance is relating to any debt instruments
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
Not Applicable
Security Cover/ Asset Cover
Value of shares on the date of ev ent / agreement(A) (Amount 434,070,000 157,290,000 189,948,750 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
Amount involved(against which shares have been encumbered) * @ * # @ * # @ N.A.
Ratio of A / B * @ * # @ * # @ N.A.
End use of money
Borrowed amount to be utilized
for what purpose -
(a)Personal use by Promoters
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
specify)
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.
Security Cover/ Asset Cover
Value of shares on the date of event / agreement(A) (Amount 434,070,000 157,290,000 189,948,750 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
Amount involved(against which shares have been encumbered) * @ * # @ * # @ N.A.
Ratio of A / B * @ * # @ * # @ 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 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 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. Encumbrance No. 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55
Date of creation/ Release of encumbrance 11.12.2020 18.12.2020 18.12.2020 31.12.2020 15.01.2021 03.02.2021 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
Type of encumbrance (pledge, lien, negative lien, non-disposal
undertaking etc. or any other covenant, transaction, condition
Release of pledged Shares Creation of Pledge Release of
pledged shares
Creation of Pledge Release of pledged shares Creation of Pledge
No. and % of shares
encumbered
~~or arrangement in the nature of~~
No. of shares :
~~encumbrance)~~
1,318,500
-
1,500
-
700,000
-
2,500,000
-
300,000
-
2,200,000 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
% of total share capital : -1.19% 0.00% -0.63% -2.26% -0.27% 1.99% 3.52% 0.18% 0.77% -0.90% 2.71% 3.07% -0.72% -1.08% 0.99% 1.90% 0.99%
Specific Details about the
encumbrance
Name of the entity in whose favo ur shares encumbered (X) Anand Rathi Global Finance Ltd Standard Chartered Investmets & Loans (India) Ltd Badjate Stock
Broking Private
Limited
Catalyst Trusteeship
Limited
Badjate Stock
Broking Private
Limited
Standard Chartered
Investmets & Loans (India)
Ltd
Anand Rathi Global
Finance Ltd#
Catalyst Trusteeship Limited
Whether the entity X is a scheduled commercial bank, public
financial institution, NBFC or housing finance company? If No,
provide the nature of the business of the entity.
Yes Yes No
Nature of
Business: Stock
Broking|No<br>Nature of Business:<br>Debenture Trustee|No<br>Nature of Business:<br>Stock Broking
Yes Yes No
Nature of Business: Debenture Trustee
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
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
Not Applicable 1. Wockhard Limited
2. Non-Convertible
Debenture ('NCDs')
3. The NCDs are not
listed
4. CARE BBB-; Stable
5.INE049B07048
Not Applicable 1. Wockhard Limited
2. Non-Convertible Debenture ('NCDs')
3. The NCDs are not listed
4. CARE BBB-; Stable
5.INE049B07055
Security Cover/ Asset Cover
Value of shares on the date of ev
in Rs. )
ent / agreement (A) (Amount 682,851,150 763,875 356,475,000 1,366,375,000 159,915,000 1,135,530,000 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
Amount involved (against which
(B) (Amount in Rs. )
shares have been encumbered) N.A.
[Release of part of the Pledged Shares]
500,000,000 700,000,000 * * N.A.
[Release of part

500,000,000 750,000,000 N.A.
[Release of part of the Pledged Shares]
200,000,000 500,000,000 250,000,000
Ratio of A / B N.A. 2.27106 2.728328571 * * ~~f th Pl d~~
~~d~~
N.A.
3.0378 2.328546667 N.A. 3.2857 2.60862 2.78872
End use of money
Borrowed amount to be utilized
for what purpose -
(a)Personal use by Promoters
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
- - - - - - - - - - - The amount of Rs. 75
crore raised by the
Company by issuance of
NCDs (Tranche I) has
been utilised for
meeting working capital
requirements and R&D
purposes. The
repayment schedule is
24 to 36 months from
the date of allotment
- - - The amount of Rs. 75 crore raised by the
Company by issuance of NCDs (Tranche II) has
been
utilised
for
meeting
working
capital
requirements
and
R&D
purposes.
The
repayment schedule is 24 to 36 months from
the date of allotment
Any other reason (please
specify)
The amount raised by creating Pledge on Shares have been partially extended unsecured loan to Wockhardt Limited from time to time. - The amount raised by creating Pledge on Shares have been partially
extended unsecured loan to Wockhardt Limited from time to time.
- -

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.

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

==> picture [86 x 23] intentionally omitted <==

Dr. H. F. Khorakiwala, Director of Trustee

Place: Mumbai Date: 18-05-2021