LETTER OF OFFER - Securities and Exchange Board of India

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S. No. Name Date of Appointment Qualifications and Experience having joined ESAB in August 2008 and is also a director of several ESAB legal entities across the globe. He is a Certified Practicing Accountant of Australia and has more than 20 years experience in the fields of financial management. Before joining ESAB, he held the position of Group Financial controller of Hanson plc. 3.30. Mr. Brendan Colgan and Mr. David Egan are directors on the board of directors of ESAB Holdings and are also directors on the Board of Directors of the Target Company. 3.31. ESAB Holdings has not been prohibited by SEBI from dealing in securities, in terms of any directions issued under Section 11B or any other regulations made under the SEBI Act. 3.32. Based on the audited standalone financial statements as at and for the years ended December 31, 2010, 2009 and 2008, audited by PricewaterhouseCoopers LLP, and the interim unaudited standalone financial information as at and for the nine months ended September 30, 2011 certified by PricewaterhouseCoopers LLP the statutory auditors of ESAB Holdings, the financial information of ESAB Holdings is as follows: (Amounts in GBP, thousands and INR, lacs) As at and for the 12 month period ending December 31, As at and for the 9 month period ending Profit and Loss Statement 2008 2009 2010 September 2011 GBP INR GBP INR GBP INR GBP INR Income from Operations 18,355 14,280 24,230 18,851 20,183 15,702 28,915 22,495 Other Income 52,991 41,226 11,259 8,759 1,490 1,159 1,936 1,506 Total Income 71,346 55,506 35,489 27,610 21,673 16,861 30,851 24,002 Total Expenditure (25,119) (19,542) (27,249) (21,199) (47,434) (36,903) (36,611) (28,483) Profit before Depreciation Interest and Tax 46,227 35,964 8,240 6,411 (25,761) (20,042) (5,760) (4,481) Depreciation and amortization (365) (284) (722) (562) (974) (758) (114) (89) Interest (77) (60) (75) (58) (4,885) (3,800) (4,646) (3,615) Profit Before Tax 45,785 35,620 7,443 5,791 (31,620) (24,600) (10,520) (8,184) Provision for Tax (10,255) (7,978) (2,574) (2,003) 796 619 - - Profit After tax 35,530 27,642 4,869 3,788 (30,824) (23,981) (10,520) (8,184) (Amounts in GBP, thousands and INR, lacs) As at and for the 9 As at and for the 12 month period ending December 31, month period ending Balance Sheet Statement 2008 2009 2010 September 2011 GBP INR GBP INR GBP INR GBP INR Sources of Funds Paid up Share Capital 1,686,819 1,312,318 1,686,819 1,312,318 646,639 503,075 646,639 503,075 Reserves and Surplus (excluding revaluation reserves) 68,942 53,636 73,908 57,499 43,119 33,546 37,607 29,258 Net Worth 1,755,761 1,365,954 1,760,727 1,369,817 689,758 536,621 684,246 532,332 Secured Loans - - - - - - - - Unsecured Loans 12,134 9,440 23,330 18,150 221,747 172,516 152,648 118,758 22
As at and for the 12 month period ending December 31, As at and for the 9 month period ending Balance Sheet Statement 2008 2009 2010 September 2011 GBP INR GBP INR GBP INR GBP INR Total 1,767,895 1,375,394 1,784,057 1,387,968 911,505 709,136 836,894 651,090 Uses of funds Net Fixed Assets 6,679 5,196 7,198 5,600 8,332 6,482 3,357 2,612 Investments 350,468 272,658 353,821 275,267 355,027 276,205 355,027 276,205 Net Current Assets 1,410,748 1,097,539 1,423,038 1,107,101 548,146 426,449 478,510 372,273 Total Miscellaneous Expenditure not written off - - - - - - - - Total 1,767,895 1,375,394 1,784,057 1,387,968 911,505 709,136 836,894 651,090 As at and for the 12 month period ending December 31, As at and for the 9 month period ending Other financial data 2008 2009 2010 September 2011 GBP INR GBP INR GBP INR GBP INR Dividend (%) - - - - - - - - Earnings per share (ii) 0.05 4.27 0.01 0.59 (0.05) (3.71) (0.02) (1.27) Notes to extracts of financial statements (i) No dividend was paid in any of the periods above. (ii) Earnings Per Share has been calculated as profit/(loss) after tax for the relevant period divided by the number of equity shares outstanding at the date of the balance sheet for the relevant period. Note: Since the financials for ESAB Holdings are presented in GBP they have been converted into INR for purpose of convenience translation. INR to GBP conversion has been assumed at rate of 1 GBP = INR 77.7984 as on January 27, 2012 (Source: Reserve Bank of India - http://www.rbi.org.in ). Source: The standalone financial information set forth above has been extracted from the audited standalone financial statements of ESAB Holdings as represented in the annual report of ESAB Holdings as at and for the years ended December 31, 2010, 2009 and 2008 audited by PricewaterhouseCoopers LLP. The interim standalone financial information set forth above for the 9 months ended September 30, 2011 has been extracted from the unaudited condensed financial statements prepared in accordance with United Kingdom General Accepted Accounting Principles and certified by PricewaterhouseCoopers LLP, the statutory auditors of ESAB Holdings. 3.33. The major contingent liabilities of ESAB Holdings as per the audited standalone financial statements of ESAB Holdings as at and for the period ending December 31, 2010 are unsecured bank guarantees of GBP 873,000 issued by ESAB Holdings on behalf of certain of its subsidiaries. Further during the 9 month period ending September 30, 2011 ESAB Holdings issued bank guarantees of GBP 715,000 on behalf of its subsidiary undertakings, and has also provided guarantees of GBP 285,000,000 to the committed lenders of Charter, in addition to a guarantee to SEB Bank of GBP 1,850,000 in respect of a project underway in Ukraine. 3.34. The shares of ESAB Holdings are not listed on any stock exchange. 23
Page 1 and 2: LETTER OF OFFER THIS DOCUMENT IS IM
Page 3 and 4: B. Relating to the Acquirer and the
Page 5 and 6: and the PACs, in accordance with Re
Page 7 and 8: Tendering Period Monday, March 19,
Page 9 and 10: to certain conditions, certain shar
Page 11 and 12: (“Open Offer Price”) comprising
Page 13 and 14: 3.4. The Acquirer has been listed o
Page 15 and 16: S. No. Name Date of Appointment Qua
Page 17 and 18: As at and for the 12 month period e
Page 19 and 20: 2. Clay Kiefaber 3. A. Lynne Pucket
Page 21: 13 8(1) 21.04.2007 06.04.2007 - Com
Page 25 and 26: 28 7(1A) & (2) 17.10.2007 - Complie
Page 27 and 28: (ii) Earnings Per Share has been ca
Page 29 and 30: 4.7 The Acquirer, Colfax UK and Exe
Page 31 and 32: S. No. Shareholder Category 2. Part
Page 33 and 34: domain, and the date of the Public
Page 35 and 36: B. FINANCIAL ARRANGEMENTS 5.9 The t
Page 37 and 38: 6.11. In accordance with Regulation
Page 39 and 40: Name & Address of the entities (Reg
Page 41 and 42: transferring the Shares in favour o
Page 43 and 44: (c) Interest Payments: For interest
Page 45 and 46: (d) Shareholders are advised to con
Page 47 and 48: Wing, P.O. Box 11507, Nariman Point
Page 49 and 50: THIS PAGE HAS BEEN LEFT BLANK INTEN
Page 51 and 52: SHARES IN PHYSICAL FORM I / We, acc
Page 53: INSTRUCTIONS 1. In the case of dema

LETTER OF OFFER - Securities and Exchange Board of India

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