DFM Foods : Public Announcement - Delisting

August 15, 2022
BSE Limited,	National Stock Exchange of India Limited,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, C-1, Block G,
Dalal Street,	Bandra Kurla Complex,
Mumbai- 400001, India.	Bandra (E), Mumbai - 400 051, India.

Dear Sir/Madam,

Subject: Initial public announcement dated August 15, 2022 (the "Initial Public Announcement") under Regulation 8 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended ("Delisting Regulations") expressing the intention to delist the equity shares of DFM Foods Limited (the "Target Company") ("Delisting Proposal").

AI Global Investments (Cyprus) PCC Limited ("Acquirer" or "Promoter") and AI Darwin (Cayman) Limited ("PAC"), as person acting in concert with the Acquirer, express the Acquirer's intention to: (a) acquire all the Equity Shares that are held by Public Shareholders, either individually or collectively, as the case may be; and (b) consequently voluntarily delist the Equity Shares from the stock exchange where Equity Shares are presently listed i.e., BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, "Stock Exchanges"), by making a delisting offer in accordance with the Delisting Regulations ("Delisting Proposal").

We are pleased to inform you that JM Financial Limited has been appointed as the Manager to the Delisting Proposal.

As required under Regulation 8(1) of the Delisting Regulations, we are enclosing herewith a copy of the Initial Public Announcement in relation to the Delisting Proposal.

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

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

Thanking You,

For JM Financial Limited

Authorized Signatory

Name: Vikas Kothari

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: [phone] www.jmfl.com

INITIAL PUBLIC ANNOUNCEMENT UNDER REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING

OF EQUITY SHARES) REGULATIONS, 2021, AS AMENDED, FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

DFM FOODS LIMITED

Corporate Identity Number: L15311DL1993PLC052624

Registered Office: 149, 1st Floor, Kilokari, Ring Road, Ashram, New Delhi, Delhi, 110014

Tel. No.: [phone]

This initial public announcement ("Initial Public Announcement") is being issued by JM Financial Limited ("Manager" or "Manager to the Offer") for and on behalf of AI Global Investments (Cyprus) PCC Limited ("Acquirer" or "Promoter") and AI Darwin (Cayman) Limited ("PAC"), as person acting in concert with the Acquirer, to the Public Shareholders (as defined below) expressing the Acquirer's intention to: (a) acquire all the Equity Shares (as defined below) that are held by Public Shareholders, either individually or collectively, as the case may be; and (b) consequently voluntarily delist the Equity Shares from the stock exchange where Equity Shares are presently listed i.e., BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, "Stock Exchanges"), by making a delisting offer in accordance with the Delisting Regulations (as defined below) ("Delisting Proposal").

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

1. "Target Company" shall mean DFM Foods Limited;
2. "Board" shall mean the board of directors of the Target Company;
3. "Delisting Regulations" shall mean the SEBI (Delisting of Equity Shares) Regulations, 2021, as amended;
4. "Equity Shares" shall mean fully paid-up equity shares of the Target Company, each having the face value of INR 2 (Indian Rupees Two only);
5. "Public Shareholders" shall mean the public shareholders of the Target Company as defined under Regulation 2(1)(t) of the Delisting Regulations;
6. "Promoter Group" shall mean the members of the promoter and promoter group of the Target Company as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended; and
7. "SEBI" shall mean the Securities and Exchange Board of India.

1. Details of the Delisting Proposal:

1.1. As on date, (a) the Acquirer, who is the sole Promoter of the Target Company, holds 3,70,54,137 Equity Shares aggregating to 73.70% of the paid- up equity share capital of the Target Company; (b) PAC does not hold any Equity Shares.

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1. 1. The Acquirer intends to voluntarily delist the Equity Shares in accordance with the Delisting Regulations by acquiring Equity Shares from the Public Shareholders in accordance with the Delisting Regulations.
   2. In view of the above, as required under Regulation 8 of the Delisting Regulations, this Initial Public Announcement is being made by the Manager for and on behalf of the Acquirer and PAC to express the intention of the Acquirer to undertake the Delisting Proposal.
2. Rationale for Delisting Proposal:
3. 1. In terms of Regulation 8(3)(a) of the Delisting Regulations, the rationale for the Delisting Proposal is as follows:
   2. 1. The proposed delisting would enable the Acquirer along with members of the promoter and promoter group of the Target Company to obtain full ownership of the Target Company which will in turn provide increased operational flexibility to support the Target Company's business and make investments in the Target Company;
      2. The Delisting Proposal will provide the Public Shareholders an opportunity to realize immediate and certain value for their Equity Shares; and
      3. The delisting of Equity Shares will result in reduction of the on-going substantial compliance costs which includes the costs associated with listing of Equity Shares such as annual listing fees and fees payable to share transfer agents or such other expenses required to be incurred as per the applicable securities law.
4. Undertakings/ Confirmations:
5. 1. In terms of Regulation 8(3)(b) of the Delisting Regulations, the Acquirer hereby undertakes and confirms that the Acquirer and members of the Promoter Group:
   2. 1. have not sold the Equity Shares during the period of 6 (six) months prior to the date of this Initial Public Announcement; and
      2. will not directly or indirectly, in connection with proposed delisting,
      3. 1. employ any device, scheme or artifice to defraud any shareholder or other person; or
         2. engage in any transaction or practice that operates as a fraud or deceit upon any shareholder or other person; or
         3. engage in any act or practice that is fraudulent, deceptive or manipulative.

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1. Price/ Consideration:
2. 1. The discovered price will be determined through the reverse book building process specified in Schedule II of the Delisting Regulations, after fixation of the 'floor price' which will be determined in terms of Regulation 20(2) and 20(3) of the Delisting Regulations read with Regulation 8 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. We will separately inform the floor price determined in accordance with the aforesaid provisions, in due course.
   2. In terms of the Delisting Regulations, the discovered price will be determined as the price at which shares are accepted through eligible bids, that takes the shareholding of the Acquirer, PAC and other members of the Promoter Group to 90% of the total issued shares of the Target Company excluding the shares which are held by following:
   3. 1. custodian(s) holding shares against which depository receipts have been issued overseas;
      2. a trust set up for implementing an employee benefit scheme under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; and
      3. inactive shareholders such as vanishing companies, struck off companies, shares transferred to Investor Education and Protection Fund account and shares held in terms of Regulation 39(4) read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
   4. The Acquirer and/ or PAC shall have the sole discretion to accept or reject the discovered price or make a counter-offer in accordance with Delisting Regulations.
3. Conditions:
4. 1. The acquisition of Equity Shares by the Acquirer from the Public Shareholders will be conditional upon the following:
   2. 1. the Board approving the Delisting Proposal in accordance with Regulation 10 of the Delisting Regulations;
      2. the approval of the shareholders of the Target Company by way of a special resolution in accordance with the Regulation 11 of the Delisting Regulations and other applicable laws wherein the number of votes cast by the Public Shareholders in favour of the Delisting Proposal is at least two times the number of votes cast by the Public Shareholders against it;
      3. receipt of the approval of Stock Exchanges in accordance with the Delisting Regulations and/ or any other statutory/ regulatory approvals and third party consents, as may be required, in relation to the Delisting Proposal;

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1. the acceptance by the Acquirer and/ or PAC of the discovered price determined by the reverse book building process in accordance with the Delisting Regulations including other rights and obligations in terms of the Delisting Regulations or in case the discovered price is not acceptable to the Acquirer and/ or PAC, a counter offer may be made by the Acquirer and PAC to the Public Shareholders within 2 (two) working days of the closure of bidding period;
2. the number of Equity Shares being validly tendered in the Delisting Proposal/ counter-offer, if any, being sufficient enough to result in the Delisting Proposal being successful in accordance with the Delisting Regulations; and
3. such other terms and conditions as may be set out in the 'detailed public announcement' or the 'letter of offer' to be made/ dispatched to the Public Shareholders, or any addendum or corrigendum thereto, that are proposed to be issued in accordance with the Delisting Regulations.

6. Other Details:

1. The Acquirer and PAC hereby confirm that they have firm financial arrangements for fulfilling the payment obligations under the Delisting Proposal and are able to implement the Delisting Proposal, subject to any statutory approvals for the Delisting Proposal that may be necessary.
2. The Acquirer and the PAC accept full responsibility for the information contained in this Initial Public Announcement and confirm that such information is true, fair and adequate in all material aspects. The Acquirer and the PAC are aware of and will comply with their obligations under the Delisting Regulations.
3. All the information pertaining to the Target Company contained in this Initial Public Announcement has been obtained from publicly available sources, and the accuracy thereof has not been independently verified by the Manager, the Acquirer or the PAC.

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