LETTER OF OFFER - Securities and Exchange Board of India

As at and for the 12 month period ending December 31,
Balance Sheet Statement 2008 2009 2010
As at and for the 9
month period ending
September 30,
2011
INR INR INR INR
Total Miscellaneous
Expenditure not written off
- - - -
Total 13,745 17,032 19,406 20,752
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
Dividend (%) 155.00% 200.00% 200.00% 150.00%
Earnings per share (INR) (i) 39.75 43.00 38.30 25.08
Return on Net worth (%) (ii) 44.65% 39.59% 30.87% 19.04%
Book Value per share (INR)
(iii)
89.02 108.61 124.08 131.72
Notes to extract of financial statements
(i) Earnings Per Share has been calculated as profit/(loss) after tax for the period divided by the number of equity
shares outstanding at the date of the balance sheet for the relevant period.
(ii) Return on Net worth has been calculated as profit/(loss) after tax divided by Networth/shareholders equity.
(iii) Book Value Per Share calculated as Networth divided by the number of equity shares outstanding at the date of
the balance sheet for the relevant period.
Source: The standalone financial information has been extracted from the audited standalone financial
statements of the Target Company as at and for the years ended December 31, 2010, 2009 and 2008 of the
Target Company audited by B S R & Co. Chartered Accountants, Firm Registration Number 101248W,
statutory auditors of the Target Company. The interim standalone financial information of the Target Company
has been extracted from the interim unaudited standalone financial information of the Target Company as at and
for the nine months ended September 30, 2011, and has been subjected to limited review by B S R & Co.,
statutory auditors of the Target Company as confirmed in its report dated October 20, 2011.
4.10 The shareholding pattern of the Target Company before and after the Open Offer, calculated as on the
date of this Letter of Offer is as follows:
S.
No.
1.
Shareholder Shareholding & Shareholding and Shares and Shareholding/
Category Voting Rights prior Voting rights Voting rights to Voting rights after
to the acquisition agreed to be be acquired in the the acquisition and
and offer
acquired which Open Offer offer
triggered off the (Assuming full
Regulations acceptance)
(A) (B) (C) (A)+(B)+(C) = (D)
No. % No. % No. % No. %
Promoter Group including Acquirers and the PACs
a. Acquirer –
Colfax
NIL NIL NIL NIL NIL NIL NIL NIL
b. PAC 1- Colfax
UK
NIL NIL NIL NIL NIL NIL NIL NIL
c. PAC 2 –
Exelvia
d. PAC 3 -
28,22,831 18.34 NIL NIL 40,02,185 26.00 68,25,016 44.34
ESAB
Holdings
57,43,200 37.31 NIL NIL NIL NIL 57,43,200 37.31
Total 1
(a+b+c+d)
85,66,031 55.65 NIL NIL 40,02,185 26.00 1,25,68,216 81.65
30