1 August 2022

BSE Limited,

National Stock Exchange of India Limited,

Phiroze Jeejeebhoy Towers,

Exchange Plaza, C-1, Block G,

Dalal Street,

Bandra Kurla Complex, Bandra (E),

Mumbai- 400001, India.

Mumbai - 400 051, India.

Dear Sirs,

Subject: Public announcement dated 1 August 2022 (the "Public Announcement") in relation to an open offer to the Public Shareholders (as defined in the Public Announcement) of INEOS Styrolution India Limited (the "Target Company") ("Open Offer").

Shiva Performance Materials Private Limited ("Acquirer") along with Geetganga Investment Private Limited ("PAC 1"), Mr. Rakesh Agrawal ("PAC 2") and Mr. Rahul Agrawal ("PAC 3") (PAC 1, PAC 2 and PAC 3 are collectively referred to as "PACs"), in their capacity as the persons acting in concert with the Acquirer, have announced an open offer for acquisition of up to 45,72,263 fully paid-up equity shares of face value of INR 10 each ("Equity Shares") from the Public Shareholders of the Target Company, representing 26.00% of the Voting Share Capital of the Target Company on a fully diluted basis as on the 10th working day from the closure of tendering period, at a price of INR 848.72 per Equity Share (the "Offer Price") aggregating to total consideration of up to INR 388,05,71,054 (assuming full acceptance) payable in cash.

The Open Offer is being made pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto (the "SEBI (SAST) Regulations").

We are pleased to inform you that we have been appointed as the "Manager" to the captioned Open Offer and as required under Regulation 14(1) of the SEBI (SAST) Regulations we are enclosing herewith a copy of the public announcement dated 1 August 2022 (the "Public Announcement") in relation to the Open Offer.

We request you to kindly upload the Public Announcement on your website at the earliest.

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

Thanking You,

For JM Financial Limited

Authorized Signatory

Nikhil Panjwani

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 INEOS STYROLUTION INDIA LIMITED UNDER REGULATION 3(1) AND 4 READ WITH REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO.

Open offer for acquisition of up to 45,72,263 fully paid-up equity shares of face value of ₹10 (Rupees Ten) each ("Equity Shares"), representing 26.00% of the Voting Share Capital (as defined below) of INEOS Styrolution India Limited ("Target Company") from the Public Shareholders (as defined below) of the Target Company by Shiva Performance Materials Private Limited ("Acquirer") along with Geetganga Investment Private Limited ("PAC 1"), Mr. Rakesh Agrawal ("PAC 2") and Mr. Rahul Agrawal ("PAC 3") (PAC 1, PAC 2 and PAC 3 are collectively referred to as "PACs") in their capacity as persons acting in concert with the Acquirer, pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "SEBI (SAST) Regulations") (the "Open Offer" or "Offer").

This public announcement ("Public Announcement") is being issued by JM Financial Limited, the manager to the Open Offer (the "Manager to the Offer"), for and on behalf of the Acquirer and the PACs, to the Public Shareholders (as defined below) pursuant to and in compliance with Regulation 3(1) and 4 of the SEBI (SAST) Regulations, read with other applicable regulations of the SEBI (SAST) Regulations.

For the purposes of this Public Announcement, the following terms shall have the meanings assigned to them below:

  1. "Voting Share Capital" means the total equity share capital of the Target Company on a fully diluted basis expected as of the 10th Working Day from the closure of the Tendering Period for the Open Offer.
  2. "Public Shareholders" means all the equity shareholders of the Target Company excluding: (i) the Acquirer and the PACs; (ii) the parties to the Share Purchase Agreement (as set out in paragraph 2.1 of this Public Announcement); and (iii) the persons deemed to be acting in concert with the persons set out in (i) - (ii).
  3. "SEBI" means the Securities and Exchange Board of India.
  4. "Working Day" means any working day of SEBI.
  5. "Tendering Period" has the meaning given to it under the SEBI (SAST) Regulations.

Offer Details

1.1 Offer Size: The Acquirer hereby makes this Open Offer to the Public Shareholders of the Target Company to acquire up to 45,72,263 Equity Shares ("Offer Shares") held by the Public Shareholders, representing 26.00% of the Voting Share Capital, at a price of ₹ 848.72 (Rupees Eight Hundred Forty Eight and Seventy Two Paise) per Offer Share aggregating to a total consideration of upto ₹ 388,05,71,054 (Rupees Three Hundred Eighty Eight

1

Crore Five Lakh Seventy One Thousand Fifty Four) (assuming full acceptance) ("Offer Size") subject to the terms and conditions mentioned in this Public Announcement, and as will be set out in the detailed public statement ("DPS") and the letter of offer ("LoF") that are proposed to be issued for the Open Offer in accordance with the SEBI (SAST) Regulations.

  1. Price/Consideration: The Equity Shares of the Target Company are frequently traded in terms of the SEBI (SAST) Regulations. The Open Offer is being made at a price of ₹ 848.72 (Rupees Eight Hundred Forty Eight and Seventy Two Paise) per Offer Share (the "Offer Price"), which has been determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance in the Open Offer, the total consideration payable by the Acquirer under the Open Offer will be upto ₹ 388,05,71,054 (Rupees Three Hundred Eighty Eight Crore Five Lakh Seventy One Thousand Fifty Four).
  2. Mode of Payment (cash/security): The Offer Price will be paid in cash by the Acquirer, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations.
  3. Type of Offer (Triggered offer, voluntary offer/competing offer, etc.): Triggered offer. This Open Offer is a mandatory open offer under Regulation 3(1) and 4 of the SEBI (SAST) Regulations pursuant to the execution of the Share Purchase Agreement (as defined below). This Open Offer is not subject to any minimum level of acceptance.

Transaction which has triggered the Open Offer obligations (Underlying Transaction)

  1. The Acquirer has entered into a share purchase agreement dated August 1, 2022 with INEOS Styrolution APAC Pte. Limited (the "Seller") (the "Share Purchase Agreement" or "SPA"), pursuant to which the Acquirer has agreed to purchase 10,761,178 Equity Shares representing 61.19% of the Voting Share Capital, from the Seller, at ₹600.00 per Equity Share i.e. for an aggregate consideration of ₹6,45,67,06,800 (Rupees Six Hundred Forty Five Crore Sixty Seven Lakh Six Thousand Eight Hundred) for all the Equity Shares held by the Seller, subject to the satisfaction of certain conditions as prescribed thereunder. The Share Purchase Agreement also sets forth the terms and conditions agreed between the Acquirer and the Seller, and their respective rights and obligations.
  2. Since the Acquirer has entered into an agreement to acquire voting rights in excess of 25.00% of the equity share capital and control over the Target Company, this Open Offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Upon consummation of the transactions contemplated in the Share Purchase Agreement, the Acquirer will acquire sole control over the Target Company and shall become the promoter of the Target Company in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI (LODR) Regulations"). Further, the Seller intends to be reclassified as public, subject to receipt of necessary approvals required in terms of the SEBI (LODR) Regulations and the conditions prescribed therein.
  3. A tabular summary of the Underlying Transaction is set out below:

2

Type of

Mode of transaction

Equity Shares/Voting rights

Total

Mode of

Regulation

transaction

(Agreement/Allotment/market purchase)

acquired/proposed to be acquired

consideration

payment

which has

(direct/indirect)

Number

% vis-à-vis total

for Equity

(Cash/

triggered

Shares/Voting

securities)

equity/voting

Rights (VR)

capital

acquired

(Indian Rupees)

Direct

Share Purchase Agreement -

10,761,178 Equity

61.19% of the Voting

₹

6,456,706,800

Cash

Regulation

The Acquirer has entered into the Share

Shares

Share Capital

(payable

in

3(1) and 4 of

Purchase Agreement pursuant to which the

accordance with

the

SEBI

Acquirer has agreed to acquire 10,761,178

the

terms of

the

(SAST)

Equity Shares of the Target Company from

Share Purchase

Regulations.

the Seller, as per the terms of the Share

Agreement)

Purchase Agreement.

Note: In the event that the Acquirer's total shareholding in the Target Company after the completion of the Open Offer and acquisition under the SPA exceeds 75.0% of the equity share capital of the Target Company, the Acquirer will be under a statutory obligation to sell down its stake to 75.0% of the equity share capital of the Target Company in such manner and within such time as is permitted under the Securities Contracts (Regulation) Rules, 1957.

Details of the Acquirer and the PACs:

Details

Acquirer

PAC 1

PAC 2

PAC 3

Total

Name of Acquirer

Shiva

Performance

Geetganga Investment

Mr. Rakesh Agrawal

Mr. Rahul Agrawal

Not applicable

Materials Private Limited

Private Limited

Address

9th

Floor,

ABS

Towers

9th Floor, ABS Towers

206 207 Khanpur

206 207 Khanpur

Not applicable

Old

Padra

Road,

Old Padra Road,

Ankodia Road, Khanpur

Ankodia Road, Khanpur

Vadodara,

Gujarat

-

Vadodara, Gujarat -

Vadodara 391101

Vadodara 391101

390007, India

390007, India

Name(s) of persons

in

Mr. Rakesh Agrawal

Mr. Rakesh Agrawal

Not applicable

Not applicable

Not Applicable

control/promoters

of

Mr. Rahul Agrawal

Mr. Rahul Agrawal

Acquirer / PAC, where

Mrs. Uma Agrawal

Mrs. Uma Agrawal

Mr. Vishal Agrawal

Mr. Vishal Agrawal

Mrs. Madhavi Agrawal

Mrs. Madhavi Agrawal

3

Details

Acquirer

PAC 1

PAC 2

PAC 3

Total

Acquirer / PAC is a

Mrs. Ruchika Agrawal

Company

Geetganga

Investment

Private Limited

Name of the Group, if

Shiva Group

Shiva Group

Shiva Group

Shiva Group

Not Applicable

any,

to

which

the

Acquirer/ PAC belongs

to

Pre-transaction

Nil.

Nil.

Nil.

Nil.

Nil.

shareholding

•

Number

•

%

of

total

share

capital

Proposed

shareholding

10,761,178 Equity Shares

Nil.

Nil.

Nil.

10,761,178

Equity

after the

acquisition of

constituting 61.19% of the

Shares

constituting

shares

which triggered

Voting Share

Capital of

61.19%

of the

Voting

the

Open

Offer

the Target Company.

Share

Capital

of

the

(assuming

no

Offer

Target Company.

Shares are tendered in

the Open Offer)

Proposed

shareholding

1,53,33,441 Equity Shares

Nil.

Nil.

Nil.

1,53,33,441

Equity

after the

acquisition of

constituting 87.19% of the

Shares

constituting

shares

which triggered

Voting Share

Capital of

87.19%

of the

Voting

the

Open

Offer

the Target Company.

Share

Capital

of

the

(including

the

Offer

Target Company.

Shares)*

Any other interest in the

Nil

Nil.

Nil

Nil

Nil

Target Company

4

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INEOS Styrolution India Ltd. published this content on 01 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 August 2022 14:34:03 UTC.