LETTER OF OFFER - Securities and Exchange Board of India

INSTRUCTIONS
1. In the case of demateralised Shares, the Shareholders are advised to ensure that their Shares are credited in favour of the Special Depository Account, before the
Closure of the Tendering Period of the Open Offer i.e. Monday April 2, 2012. The Form of Acceptance-cum-Acknowledgement of such demateriliased Shares
not credited in favour of the Special Depository Account, before the Closure of the Tendering Period of the Open Offer will be rejected.
2. Shareholders should enclose the following:
a. For Shares held in demateralised form: Beneficial owners should enclose-
Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of
the Depository Participant (‘DP’).
Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by
the DP as per the instruction in the Letter of Offer.
In case of non-receipt of the aforesaid documents, but receipt of the Shares in the Special Depository Escrow Account, the Acquirer may deem that the
Open Offer has been accepted by the Shareholder.
For each delivery instruction, the beneficial owner should submit separate Form of Acceptance-cum-Acknowledgement.
b. For Shares held in physical form: Registered Shareholders should enclose-
Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all Shareholders
whose names appear on the Share certificates.
Original Share certificate(s)
Valid Share transfer deed duly signed as transferors by all registered Shareholders (in case of joint holdings) in the same order and as per specimen
signatures registered with ESAB India Limited and duly witnessed at the appropriate place. A blank Share transfer deed is enclosed along with the
Letter of Offer.
Please ensure that no other details are filled in the transfer deed except name, signature and witness. Verification and attestation, where
required, (thumb impressions, signature difference, etc.) should be done by a magistrate, notary public or special executive magistrate or a similar
authority holding a public office and authorized to use the seal of his office.
The details of buyer should be left blank failing which the same will be invalid under the Open Offer. The details of the Acquirer and/or the PACs as
buyer will be filled by the Acquirer and/or the PACs upon verification of the Form of Acceptance-cum-Acknowledgement and the same being found
valid. All other requirements for valid transfer will be preconditions for valid acceptance.
If the Registrar to the Open Offer does not receive the documents listed above but receives the original share certificates and valid transfer deed from a
registered Shareholder, then the Open Offer will be deemed to have been accepted by such Shareholders
Unregistered owners should enclose-
Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein.
Original Share certificate(s)
Original broker contract note
Valid Share transfer deed(s) as received from the market
The details of buyer should be left blank. If the same is filled in then the Share(s) are liable to be rejected. The details of the Acquirer and/or the PACs as
buyer will be filled by the Acquirer and/or the PACs upon verification of the Form of Acceptance-cum-Acknowledgement and the same being found
valid. All other requirements for valid transfer will be preconditions for valid acceptance.
3. The Share certificate(s), Share transfer form(s), in case Shares are held in physical form or photocopy of the delivery instruction in “Off-market” mode or
counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP for Shares held in demateralised form and the Form of Acceptancecum-Acknowledgement
should be sent only to Link Intime India Private Limited, the Registrar to the Open Offer and not to HSBC Securities and Capital
Markets (India) Private Limited, the Manager to the Offer, the Acquirer, the PACs or Target Company.
4. In case of shares held in joint names, names should be filled up in the same order in the Form and in the transfer deed(s) as the order in which they hold Shares
in ESAB India Limited, and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting the
Open Offer.
5. All the Shareholders should provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the acceptance is
being sent. Such documents may include (but not be limited to):
□ Duly attested death certificate and succession certificate/ probate/ letter of administration (in case of single Shareholder) in case the original Shareholder is
dead.
□ Duly attested power of attorney if any person apart from the Shareholder has signed the Form of Acceptance cum Acknowledgement and/or Share transfer
deed(s).
□ In case of companies, the necessary corporate authorization, including certified copy of board resolution(s).
6. While tendering their Shares under the Open Offer, NRIs/ OCBs/ foreign Shareholders are required to submit the previous RBI/ FIPB or any other regulatory
body Approvals (specific or general) that they may have obtained for acquiring the Shares of the Target Company. NRI/ OCB Shareholders, if any, are required
to submit approval from RBI for tendering Shares in the Open Offer. In case the necessary RBI/ FIPB or any other regulatory body approvals are not submitted,
the Acquirer reserves the right to reject the Shares tendered.
7. Non-resident Shareholders are advised to refer to the clause on taxation in the Letter of Offer regarding important disclosures regarding the taxation of the
consideration to be received by them.
8. Rejection of Shares
If the Shares are rejected for any reason (including reasons mentioned herein below), the Shares will be returned to the sole / first named holder(s) along with all
the documents received from them at the time of submission. Please note that the following list is not exhaustive.
a) The signature(s) of the holder(s) do not match with the specimen signature(s) as per the records of ESAB India Limited;
b) The transfer deed is not complete or valid;
c) The relevant documents, as applicable, mentioned above at 2 and in addition at 5 and 7 are not submitted with the Form of Acceptance-cum-
Acknowledgement;
The Acquirer also reserves the right to reject such tenders from Shareholders, where the relevant documents are not submitted.
9. All documents / remittances sent by or to Shareholders will be at their own risk. Shareholders of ESAB India Limited are advised to adequately safeguard their
interests in this regard. Shares held in demateralised form to the extent not accepted will be credited back to the beneficial owners’ depository account with the
respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement.
10. Neither the Acquirer, the PAC, the Manager to the Offer, the Registrar to the Open Offer or ESAB India Limited will be liable for any delay/loss in transit
resulting in delayed receipt/ non-receipt by the Registrar to the Open Offer of your Form of Acceptance-cum-Acknowledgement or for the failure to deposit
your Shares to the Special Depository Account or submission of original physical Share certificates with inaccurate/incomplete particulars/instructions on your
part, or for any other reason.
11. Applicants who cannot hand deliver their documents at the collection centers, may send their documents only by Registered Post, at their own risk, to the
Registrar to the Open Offer at Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai – 400 078, India so
as to reach the Registrar to the Open Offer on or before 4.00 PM on the date of Closure of the Tendering Period of the Open Offer i.e. Monday April 2, 2012.
12. The Form of Acceptance-cum-Acknowledgement and other related documents can be submitted through the mode of delivery as mentioned, at any of the
collection centers of Link Intime India Private Limited mentioned in the Letter of Offer:
13. The Form of Acceptance-cum-Acknowledgement along with enclosure should be sent only to the Registrar to the Open Offer so as to reach the Registrar of the
Open Offer at any of the collection centres on all days (excluding Saturdays, Sundays and Public holidays) during the business hours i.e. (Mondays to Fridays
between 10.00 a.m. to 4.00 p.m. All queries pertaining to this Open Offer may be directed to the Registrar to the Open Offer.