Orara, securities

Septemb.r l,2016
The Corporate RelatioDs Departmelt
BSE Limitcd
Rotunda Building, l3' tloor
Mumbai Samachar Marg,

Mumbai

400 001

Dear Sir/Madam

SUB:

Op.n olfer ("(m.r") for lcquilitior ofup to 6,486,000 fully p.id-up.quity sh.res of frce v.luc of INR l0(c.cb
.o "Equity Sb.r."), of th. fully diluted votitrg shrr. c.pit.l of Sh..p lodi. Limit d ("T.rgct CoEp.try") by

Sh.rp Corpor.tion ("Sh.rp CorporrtioD" / "Acquircr") .l,org with Ho! H.i P.ccbiotr IDdustry Co., Ltd.
("PACI" / "Eor H.i"), Forcotrtr (Frr E.sl) Limit.d ("PAC2" / "fFE ), Fotconn T.chrolo$/ Pt.. Ltd ("PAC3" /
"F'TP") rDd SIO lDt.rr.tioorl Holdings Limilcd ("PAC4" / "$O" collcctivcly with EoD Eri, FFE .Dd FIP shrll
b. r.ferrcd to rs th.'PAC" / "Allottccs"), wilh th..cquircr ( "OFrER" /"OPEN OFFER").
We are pleased to inform you lhat the Acquirer and the PAC have appointed ICICI Secu.ities Limited as "Manager to the

Offei'.

5(l) read with Regulations ll(2xe) and l5(l) and other applicable regulalioDs ofthe SecrEities
of India (Substaltial Acquisition of Shares and Takervers) Regulations, 2011, as amendrne s thereto
("SEBI (SAST) RcgulrtioDs") tlle Acquirer together wilh the PAC is making an open offer for acquisitiotr ofup to 6,486,000
firlly paid-up equity shares of face value of INR l0 each from the public shareholders of the Target Company constituting
25.00elo ofthe fully diluted voting equity share capita.l oftlE Tar8et Company (the "Oft r").

Pursuant to Re8ulatioos 3, 4 and

and Exchange Board

l4(l) of SEBI (SAST) Regulations, the public antrourcement was made or August 26, 2016 ("Public
Antrouncemc[t") to the public shareholders ofthe Target Compaly.
Under Regulation

Further to the above, the Der6iled Public Statement ('DPS") for the Offer has beerr published on September
two copies ofthe published DPS and a soft copy ofthe same in PDF format.

All

l,

2016. We enclose

terms used here but not defhed shall carry the same meaning as defined in the DPS.

Thanking you,
Yours sincerely,

For ICICI Sc.uritics Limitcd

clh,t*.
0
Authoriz.d SigD.tory

NrDc: ,4n,+
Designrtionr

OaJl- !,

/ Vf,

ol

nda

NSE Begn

No

INB

ttd 6 Bombay Slock Exchan0e Ltd

230773037. BSE Begn N0. NB 011286854
NSE Regn No INF 230773037, 8SE Regn. No lNf 010773035

NSE Begn.

No

INE

Mernber ot National Stock txchange

Capital Mart6t

hnurs

Ioptions

Cur6nry Dodvaliv6s

230113031

CIN No.: U67120lVNlS95PLC08624l

lCtCl S.cu?atia. Limitod

Rooirto.rd Otfi cr (lnrtiuJtlonll):

lClClCentre, H. T. Parekh Marg,
Churchgats, Mumbai400 020, lndia.
rel P1 22l' 22aA 246ODO
Fax 191 221 2242 65A0

Corporste Otfi ce (RLll):

Shree Sawan Knowledge Park, Plot No. D-507,
T.T.C. lnd. Area, M.l.D.C,Turbhe, Navi Mumbai -400 705

Tel (91 22)4070 1000

Fa\

191

22\ 4010 1022

Name of Compliance Officgr (Broking Oprstions) : Ms. Mamta Jayaram Shetty

Em8il Address: complianceofficer@icicisecurities.com / Tel (91 22) 4070 1000
Websit6 Addressl www.icicisecurities.com / www.icicidirect.com

irE_-ri

Lffil

DETAILED PUBLIC STATEMENT UNDER REGULATIONS 3, 4 AND 5(1) READ WITH REGULATIONS 13(4) AND 15(2) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, TO THE EQUITY SHAREHOLDERS OF

SHARP INDIA LIMITED

Regd. No. 485/8A&8B, Gat No. 686/4, Koregaon Bhima, Taluka Shirur, District Pune - 412 216. Tel.: +91 2137 252417; Fax: +91 2137 252453
Open offer (Offer) for acquisition of up to 6,486,000 (Six million four hundred and
eighty six thousand) fully paid-up equity shares of face value of INR 10 (Indian Rupees
ten) each (Equity Shares), representing 25% (twenty five percent) of the fully diluted
voting equity share capital of Sharp India Limited (Target Company), as of the
10th working day from date of closure of the tendering period, by Sharp Corporation
(formerly known as Hayakawa Electric Co.) (Acquirer) along with Hon Hai Precision
Industry Co., Ltd. (PAC1 / Hon Hai), Foxconn (Far East) Limited (PAC2 / FFE),
Foxconn Technology Pte. Ltd (PAC3 / FTP) and SIO International Holdings Limited
(PAC4 / SIO collectively with Hon Hai, FFE and FTP shall be referred to as the
PAC / Allottees), in their capacity as the persons acting in concert with the Acquirer.
Save and except for the PAC, no other person is acting in concert with the Acquirer for
the purpose of this Offer.

2.

PAC1 directly owns 100% of the share capital of the PAC2, and controls the PAC2.
The PAC2 directly holds 18.43% of the share capital of the Acquirer.

3.

PAC2 belongs to the Hon Hai group. PAC2 is a holding company for Hon Hai group.

4.

As of the date of this DPS, neither the PAC2 nor its directors and / or key
managerial personnel have any interest in the Target Company. As of the date of
this DPS, there are no directors representing the PAC2 on the Board of Directors of
the Target Company.

5.

As on the date of the DPS, the PAC2 does not directly own any Equity Shares of
the Target Company.

No

PAC2 has not been prohibited by SEBI from dealing in securities, in terms of
Section 11B of the Securities and Exchange Board of India Act, 1992, as amended
or under any of the regulations made under the SEBI Act.

2.

6.

This detailed public statement (DPS) is being issued by ICICI SECURITIES LIMITED, the
manager to this Offer (Manager to the Offer or Manager), on behalf of the Acquirer and
the PAC, under Regulations 3, 4 and 5(1), read with Regulations 13(4) and 15(2) of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 and subsequent amendments thereto (SEBI (SAST) Regulations), pursuant
to the public announcement dated 26 August 2016 (PA) in relation to this Offer sent to
BSE Limited (BSE) on 26 August 2016, filed with the Securities and Exchange Board of India
(SEBI) on 29 August 2016, and sent to the Target Company at its registered office on
29 August 2016.

7.

Particulars

A.

Information about the Acquirer and PAC

A1.

Acquirer - Sharp Corporation (formerly known as Hayakawa Electric Co.)

1.

2.

A4.

The equity shares of the Acquirer are listed on the Tokyo Stock Exchange.

2.

5.

As of the date of this DPS, the Acquirer directly holds 19,458,000 (Nineteen million
four hundred and fifty eight thousand) Equity Shares aggregating to 75% of the
Voting Share Capital of the Target Company.
Following are the Acquirers nominee directors on the board of the Target Company:

7.

Directors

Date of Appointment

1.

Mr Tomio Isogai

2.

Mr Kazunori Ajikawa

Details

December 12, 2012

Managing Director

August 14, 2015

Non-executive Director

The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of
Section 11B of the Securities and Exchange Board of India Act, 1992, as amended
(SEBI Act) or under any of the regulations made under the SEBI Act.

9.

The key financial information of the Acquirer, as derived from its consolidated
financial statements as at and for the three month period ended 30 June 2016 and
the consolidated financial statements as at and for the financial years ended
31 March 2016, 31 March 2015 and 31 March 2014 is as follows:
Three month
period ended on
Particulars

31-March-16

31-March-15

in JPY
mn

in INR
mn

Net Sales

282,490

423,397

1,642,372 2,461,589 1,858,990 2,786,256 1,953,018 2,927,186

Net Income

(18,328)

(27,470)

(168,926) (253,186) (146,949) (220,247)

8,666

12,988

Earnings Per
Share (EPS)

(11.53)

(17.28)

(103.18) (154.64)

5.40

8.09

Net worth /
shareholders
fund

(50,066)

(75,039)

(20,824)

(31,211)

29,700

44,515

2.

3.

4.

5.

As on the date of the DPS, PAC1 does not directly own any Equity Shares of the
Target Company.

6.

PAC1 has not been prohibited by SEBI from dealing in securities, in terms of
Section 11B of the Securities and Exchange Board of India Act, 1992, as amended
or under any of the regulations made under the SEBI Act.

7.

The key financial information of PAC1, as derived from its consolidated financial
statements for the six month period ended 30 June 2016 and the consolidated
financial statements as at and for the financial years ended 31 December 2015,
31 December 2014 and 31 December 2013 is as follows:

Net Income
Earnings Per
Share (EPS)
Net worth /
shareholders
fund

32.80

0.49

1,833,911

27,360

1,760,405

The key financial information of the PAC3, as derived from its financial statements
for the six month period ended 30 June 2016 and the financial statements as at and
for the financial years ended 31 December 2015, 31 December 2014 and 31
December 2013 is as follows:

2015

2014

17,412

260

37,663

562

34,784

519

41,541

620

Net Income

371

7,190

107

8,251

123

12,791

191

Earnings Per
Share (EPS)

0.04

55

0.83

63

0.95

98

1.47

Net worth /
shareholders
fund

50,672

756

50,672

756

43,483

649

35,232

526

A5.

PAC4 - SIO International Holdings Limited

1.

PAC4 was incorporated on 7 May 2012 under the laws of Cayman Islands with
Corporate File Number 268661. The registered office of the PAC4 is Floor 4, Willow
House, Cricket Square, P.O Box 2804, Grand Cayman KY1-1112, Cayman Islands,
with contact numbers + 852-3465-6988 (telephone) and + 852-3009-8533 (fax).

2.

PAC4 is 74.18% owned by Mr Gou, Tai-Ming. Mr Gou, Tai-Ming owns 1,973,952,862

equity shares of PAC1 aggregating to 12.62% stake in PAC1.

3.

PAC4 does not belong to any group. PAC4 is a share / investment holding company.

4.

As of the date of this DPS, neither PAC4 nor its directors and / or key managerial
personnel have any interest in the Target Company. As of the date of this DPS,
there are no directors representing the PAC4 on the Board of Directors of the
Target Company.

5.

As on the date of the DPS, PAC4 does not directly own any Equity Shares of the
Target Company.

6.

PAC4 has not been prohibited by SEBI from dealing in securities, in terms of
Section 11B of the Securities and Exchange Board of India Act, 1992, as amended
or under any of the regulations made under the SEBI Act.

7.

The key financial information of PAC4, as derived from its financial statements
for the six month period ended 30 June 2016 and the financial statements as at
and for the financial years ended 31 December 2015, 31 December 2014 and
31 December 2013 is as follows:
Six month
period ended on
Particulars

30-Jun-16

2015

2014

-1.2

-5.4

0.60

1.1

99

130

271

255

Net worth / Shareholder

Fund (INR mn)

Note: Net worth as on June 30, 2016 has been calculated as net worth on
March 31, 2016 plus the net income for the three months period ended on June 30, 2016.
D.

Details of the Offer

1.

This Offer is a mandatory offer made under Regulations 3, 4 and 5(1), and other
applicable regulations of the SEBI (SAST) Regulations, pursuant to an indirect
acquisition of voting rights in and control by the Acquirer over the Target Company
in terms of the Subscription Agreement (defined below). (Further details provided in
Part II below (Background to the Offer).)

2.

As per the report dated 26 August 2016 prepared by K. J. Sheth & Associates
(Registration Number 118598W), the criteria as set out under Regulation 5 (2) of the
SEBI (SAST) Regulations have been analyzed and it has been concluded that the
Primary Transaction (as defined below) cannot be deemed to be a direct acquisition
as per the provisions of the SEBI (SAST) Regulations.

3.

This Offer for acquisition of up to 6,486,000 (Six million four hundred and eighty six
thousand) Equity Shares, representing 25% (Twenty five percent) of the Voting
Share Capital (Offer Size), is being made to the Eligible Shareholders of the
Target Company.

4.

As of the date of this DPS, there are no (i) partly paid-up Equity Shares; and
(ii) outstanding convertible instruments (warrants/ fully convertible debentures /
partly convertible debentures) issued by the Target Company.

5.

All the Equity Shares validly tendered by the Eligible Shareholders of the
Target Company in this Offer will be acquired by the Acquirer in accordance with the
terms and conditions set forth in this DPS and those which will be set out in the letter
of offer to be sent to all public shareholders in relation to this Offer (Letter of
Offer). The Eligible Shareholders who tender their Equity Shares in this Offer shall
ensure that the Equity Shares are clear from all liens, charges and encumbrances.
The Acquirer shall acquire the Equity Shares of the Eligible Shareholders who
validly tender their Equity Shares in this Offer, together with all rights attached
thereto, including all rights to dividends, bonuses and rights offers declared thereof.

6.

This Offer is being made at a price of INR 53.18 (Indian Rupees Fifty three and
eighteen paise) per Equity Share (as disclosed in the PA), calculated in accordance
with Regulation 8(3) of the SEBI (SAST) Regulations. The Offer Price has been
enhanced by an amount equal to a sum determined at the rate of ten per cent per
annum for the period between the date on which the intention or the decision of the
Primary Transaction (as defined herein below) was announced in the public domain
i.e. 25 February 2016, and the date of the detailed public statement, under
Regulation 8(12) of SEBI (SAST) Regulations (Offer Price).

7.

The Offer Price will be paid in cash in accordance with Regulation 9(1) (a) of the
SEBI (SAST) Regulations.

8.

As of the date of this DPS, to the best of the knowledge of the Acquirer and
the PAC, there are no statutory approvals other than as indicated in Part VI
(Statutory and Other Approvals) required by the Acquirer and / or the PAC to
complete this Offer. However, in case any statutory approvals are required by the
Acquirer and / or the PAC at a later date before the closure of the tendering period,
this Offer shall be subject to such approvals, and the Acquirer and / or the PAC shall
make the necessary applications for such approvals. However, if such statutory
approvals are not obtained within the prescribed time or at all, the Acquirer and / or
the PAC shall follow the process as set out under Regulation 23 of the SEBI (SAST)
Regulations and withdraw the Offer in the manner prescribed.

9.

The acquisition of Shares tendered by Non-Resident Indian (the NRIs) and Overseas
Corporate Bodies (the OCBs) are subject to approval / exemption, if applicable,
from the RBI. NRI and OCB holders of the Equity Shares, if any, must obtain all
requisite approvals required to tender the Equity Shares held by them pursuant to
this Offer (including without limitation, the approval from the RBI or Foreign
Investment Promotion Board, India (the FIPB)) and submit such approvals, along
with the other documents required in terms of the Letter of Offer. Further, if holders
of the Equity Shares who are not persons resident in India (including NRIs, OCBs,
QFIs and FIIs) had required any approvals (including from the RBI or FIPB) in
respect of the Equity Shares held by them, they will be required to submit the
previous approvals that they would have obtained for holding the Equity Shares, to
tender the Equity Shares held by them pursuant to this Offer, along with the other
documents required to be tendered to accept this Offer. In the event such approvals
are not submitted, the Acquirer and / or the PAC reserve the right to reject such
Equity Shares tendered in this Offer.

10.

This Offer is not conditional upon any minimum level of acceptance in terms of
Regulation 19(1) of SEBI (SAST) Regulations. This Offer is a mandatory indirect
offer under Regulations 3, 4 and 5(1) of the SEBI (SAST) Regulations.

1,043
29

11.

This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST)
Regulations.

12.

In terms of Regulation 25(2) of the SEBI (SAST) Regulations, the Acquirer and / or
the PAC do not currently have any intention to alienate, restructure, dispose of or
otherwise encumber any assets of the Target Company or any of its subsidiaries in
the succeeding 2 (Two) years from the completion of this Offer, except in the
ordinary course of business and other than as already agreed, disclosed and / or
publicly announced by Target Company. The Acquirer and / or the PAC undertake
that they will not restructure, sell, lease, dispose of or otherwise encumber any
substantial assets of the Target Company or any of its subsidiaries other than in
the ordinary course of business and other than as already agreed, disclosed and / or
publicly announced by the Target Company in the succeeding 2 (Two) years from
the completion of this Offer, except with the prior approval of the shareholders of
the Target Company through a special resolution, passed by way of postal ballot.

13.

If the Equity Shares accepted in the Offer are such that the shareholding of the
Acquirer taken together with the PAC pursuant to completion of the Offer results in
their collective shareholding exceeding the maximum permissible non-public
shareholding, the Acquirer shall be required to bring down the non-public shareholding
to the level specified and within the time permitted under Securities Contracts
(Regulation) Rules, 1957, as amended (SCRR).

14.

At present, the promoter and promoter group of the Target Company holds 75% of
the Voting Share Capital of the Target Company. Post completion of the Offer, the
Target Company, the members of the promoter and promoter group of the Target

42,904

640

Notes: The Balance Sheet INR figure namely Total Stockholders Equity and Profit
& Loss Statement INR figures namely Net Sales, Net Income and EPS have
been translated based on the USD figures, using the daily RBI reference rate as
on the date of the PA i.e. August 26, 2016 (Source: Reserve Bank of India
website - http://www.rbi.org.in); 1 USD = INR 67.0299.
Details of selling shareholders, if applicable
Details of selling shareholders in this case is not applicable as this Offer is an indirect
acquisition being made on account of the Primary Transaction (defined below) and not as
a result of any direct acquisition of Equity Shares, voting rights or control of the
Target Company.
Details of the Target Company
1.

28

Earnings Per Share (EPS) Basic & Diluted (INR)

1,955

589

C.

1,543

16

69,885

39,495

PAC2 was incorporated on 25 January 1996 under the laws of Cayman

Islands with Corporate File Number 63939. The registered office of the PAC2
is Floor 4, Willow House, Cricket Square, P.O Box 2804, Grand Cayman
KY1-1112, Cayman Islands, with contact numbers +886-2-2268-3466 (telephone)
and +886-2-2268-6296 (fax).

1,893

-141

26

596

B.

305

-32

39

39,920

2,165,456 1,025,068 2,240,076 1,060,391 2,080,130 984,677 1,702,516 805,925

144

Net Income (INR mn)

1,744

468

7.26

Total Revenue (INR mn)

2,643

31,395

15.34

2014

13

3,971,809 1,880,146 9,468,533 4,482,146 8,900,327 4,213,172 8,349,271 3,952,318

8.40

2015

31

Net worth /
shareholders
fund

17.75

2016

871

0.04

9.42

For the financial year

ended on March 31,

2,045

2.68

19.90

For three
month period
ended on
June 30, 2016

17

0.03

2.62

Independent Director

-127

2.01

5.53

11 November, 2014

1,120

0.02

150,201 279,868 132,482 226,768 107,346

Ms Bhumika Batra

-8,520

1.34

317,300

4.

Net Income

(0.15)

45,624

Independent Director

Net Sales

-10

96,381

11 November, 2014

Particulars

2013

Earnings Per
Share (EPS)

in NTD
mn

3.

The key financial information of the Target Company, as derived from its
unaudited limited reviewed financial statements for the three month period ended
on June 30, 2016 and the audited financial statements as at and for the financial
years ended March 31, 2016, March 31, 2015 and March 31, 2014 is as follows.
The said financials have been prepared in accordance with Indian GAAP.

Financial Year ended on 31 December

in INR in USD in INR in USD in INR in USD in INR in USD

mn
mn
mn
mn
mn
mn
mn
mn

Non-executive Director

6.

2013

Net Sales

August 14, 2015

As of the date of this DPS, the total authorised share capital of the Target Company
consists of 40,000,000 (Forty million) Equity Shares of INR 10 each amounting to
INR 400,000,000 (Indian Rupees four hundred million). The total issued, subscribed
and paid-up share capital of the Target Company is INR 259,440,000 (Indian
Rupees two hundred and fifty nine million four hundred and forty million) consisting
of 25,944,000 (Twenty five million nine hundred and forty four) Equity Shares.
As of the date of this DPS, the Target Company does not have any outstanding
partly paid-up shares.

Financial Year ended on 31 December

30-Jun-16

Mr Kazunori Ajikawa
Mr Prashant Khatau
Asher

5.

The PAC3 was incorporated on 18 April 2005 under the laws of Singapore
with Corporate File Number 200505164M. The registered office of the PAC3 is
79 Anson Road # 07-03 Singapore (079906), with contact numbers
+ 886-2-2268-0970 (telephone) and + 886-2-2268-7176 (fax).
PAC3 is a wholly owned subsidiary of an entity called Q-Run Holdings Limited, a
wholly owned subsidiary of Foxconn Technology Co., Ltd. (FTC). FTC is a public
company listed on the Taiwans Stock Exchange. PAC1 has a 9.92% stake in FTC
and certain PAC1s subsidiaries have a 19.67% stake in FTC. As such, PAC1,
directly or indirectly, holds (a non-controlling stake aggregating to) 29.59% of FTCs
voting rights.

Managing Director

The Equity Shares are frequently traded on BSE in terms of Regulation 2(1) (j) of
SEBI (SAST) Regulations. (Further details provided in Part IV below (Offer Price).)

26,263 1,645,781 24,553 1,439,468 21,475

Notes: The Balance Sheet INR figure namely Total Stockholders Equity and Profit
& Loss Statement INR figures namely Net Sales, Net Income and EPS have
been translated based on the USD figures, using the daily RBI reference rate as
on the date of the PA i.e. August 26, 2016 (Source: Reserve Bank of India
website - http://www.rbi.org.in); 1 USD = INR 67.0299

PAC2 - Foxconn (Far East) Limited

1.

0.58

Details

December 12, 2012

4.

in INR in USD in INR in USD in INR in USD in INR in USD

mn
mn
mn
mn
mn
mn
mn
mn

2013

Notes: The Balance Sheet INR figure namely Total Stockholders Equity and Profit
& Loss Statement INR figures namely Net Sales, Net Income and EPS have
been translated based on the NTD figures, using the OANDA rates as on the date of
the PA i.e. August 26, 2016 (Source: https://www.oanda.com/currency/converter/);
1 NTD = INR2.1125
A3.

38.55

in INR in NTD in INR in NTD in INR in NTD

mn
mn
mn
mn
mn
mn

in INR
mn
Net Sales

0.51

PAC3 has not been prohibited by SEBI from dealing in securities, in terms of
Section 11B of the Securities and Exchange Board of India Act, 1992, as amended
or under any of the regulations made under the SEBI Act.

Financial Year ended on 31 December

2014

33.90

Particulars

As of the date of this DPS, neither the PAC1 nor its directors and / or
key managerial personnel have any interest in the Target Company, save
and except the indirect shareholding acquired over the Target Company pursuant to
the Primary Transaction (as defined below). As of the date of this
DPS, there are no directors representing PAC1 on the Board of Directors of the
Target Company.

2015

0.13

Six month
period ended on

PAC1 belongs to the Hon Hai group. The equity shares of the PAC1 are listed on
Taiwans Stock Exchange and has diversified shareholding. Mr Gou, Tai-Ming, being
the chairman of the PAC1, owns 1,973,952,862 equity shares aggregating to 12.62%
stake in PAC1.

30-Jun-16

6.

7.

PAC1 is engaged in the business of production, assembling and repair of various

consumer devices such as connectors, cases, thermal modules, communication
devices, optical devices, power supply, information technology related devices,
automotive parts, precision devices etc.

Particulars

19
2,007

As on the date of the DPS, PAC3 does not directly own any Equity Shares of the
Target Company.

138,226 207,173

PAC1 was incorporated on 20 February 1974 under the laws of Taiwan with
Corporate File Number 04541302. The registered office of the PAC1 is No.66,
Zhongshan Rd., Tucheng Dist., New Taipei City 236, Taiwan, with contact
numbers +886-2-2268-3466 (telephone) and +886-2-2268-6296 (fax).

Six month
period ended on

1,303
134,558

5.

PAC1 - Hon Hai Precision Industry Co., Ltd.

1.

19
2,566

As of the date of this DPS, neither the PAC3 nor its directors and / or key
managerial personnel have any interest in the Target Company. As of the date of
this DPS, there are no directors representing PAC3 on the Board of Directors of the
Target Company.

Notes: The Balance Sheet INR figure namely Total Stockholders Equity and Profit
& Loss Statement INR figures namely Net Sales, Net Income and EPS have
been translated based on the JPY figures, using the daily RBI reference rate as
on the date of the PA i.e. August 26, 2016 (Source: Reserve Bank of India
website - http://www.rbi.org.in); 1 JPY = INR 0.6672
A2.

1,287
171,966

4.

in JPY in INR in JPY in INR in JPY

mn
mn
mn
mn
mn

(131.51)

19
2,541

31-March-14

in INR
mn

(87.74)

1,274
170,325

PAC3 belongs to the FTC group. PAC3 is engaged in the business of manufacturing,
sales, and service of alloy parts and thermal module.

Financial Year ended on

30-Jun-16

0
741

3.

Mr Tomio Isogai and Mr Kazunori Ajikawa will not be participating in any deliberations
of the Board of Directors of the Target Company or vote on any matter in relation
to the Offer, as required by Regulation 24(4) of the SEBI (SAST) Regulations.

8.

0
49,654

Date of Appointment

The Equity Shares are currently listed on BSE (Scrip Code: 523449;
Scrip ID: SHARP) (Source: www.bseindia.com.)

PAC3 - Foxconn Technology Pte. Ltd

4.

No.

2013

Directors
Mr Tomio Isogai

3.

Notes: The Balance Sheet INR figure namely Total Stockholders Equity and Profit
& Loss Statement INR figures namely Net Sales, Net Income and EPS have
been translated based on the USD figures, using the daily RBI reference rate as
on the date of the PA i.e. August 26, 2016 (Source: Reserve Bank of India
website - http://www.rbi.org.in); 1 USD = INR 67.0299
1.

6.

2014

Net Income

Net worth /
shareholders
fund

The Acquirer belongs to Sharp Group. PAC1 directly holds 26.17% and indirectly
through PAC2 (a wholly owned subsidiary of PAC1) 18.43% of the Acquirers voting
rights and is the Acquirers largest shareholder. Accordingly, PAC1 is the ultimate
holder of 44.60% voting rights in the Acquirer.

3.

2015

Net Sales
Earnings Per
Share (EPS)

The Acquirer was incorporated on 1 May 1935 under the laws of the Japan with
Corporate File Number 1200-01-005484. The registered office of the Acquirer is
1 Takumi-cho, Sakai-ku, Sakai City, Osaka 590-8522, Japan. Its telephone number
is +81-72-282-1221 and fax number is +81-72-222-5721.
The Acquirer is engaged in the business of the manufacture and sale of various
products such as digital information equipment, health and environment equipment,
energy solutions, business solutions, liquid crystal display, electronic devices etc.

Financial Year ended on 31 December

30-Jun-16

The Board of Directors of the Target Company comprises of the following directors:
1.

in INR in USD in INR in USD in INR in USD in INR in USD

mn
mn
mn
mn
mn
mn
mn
mn

Voting Share Capital shall mean the fully diluted voting equity share capital of the
Target Company as of the 10th (tenth) working day from the date of closure of the tendering period.
ACQUIRER, PAC, TARGET COMPANY AND OFFER

2.

The key financial information of the PAC2, as derived from its financial statements
for the six month period ended 30 June 2016 and the financial statements as at
and for the financial years ended 31 December 2015, 31 December 2014 and
31 December 2013 is as follows:
Six month
period ended on

Eligible Shareholders shall mean all the public shareholders of the Target Company
excluding the persons acting in concert or deemed to be acting in concert with the Acquirer
and / or the PAC.

I.

216, India. The telephone number of the Target Company is +91-02137-252417

and fax number is +91-02137-252453. The CIN for the Target Company
is L36759MH1985PLC036759. The Initial Name was changed to Kalyani Sharp
India Limited on 2 May 1986, and further was changed to Sharp India Limited on
21 April 2005. The Target Company has not changed its name in the last
3 years.

The Target Company was incorporated as Kalyani Telecommunication & Electronics

Private Limited (Initial Name) on 5 July 1985 under the laws of India, and was
further converted into a public limited company on 20 September 1985, having its
registered office at Gat No. 686/4, Koregaon Bhima, Tal. Shihur, Dist. Pune 412

Contd...

Company, the Acquirer and the PAC undertake to take all steps necessary to
comply with the minimum public shareholding requirement in accordance with Clause
40A of the listing agreement read with Rule 19A of the SCRR.
15.

II.

2.

3.

4.

5.

6.

7.

8.

The board of the Acquirer adopted a resolution on 25 February 2016 in respect of

Sharp Corporations issuance of new shares to the Allottees so as to provide
funds to contribute to strengthen Sharp Corporations financial foundation
(Allotment/ Primary Transaction). This decision was announced in the public
domain in the Sharp Corporations Notice regarding the issuance of new shares
through third-party allotments, and change of parent company, the largest shareholder
who is a major shareholder, and major shareholders dated 25 February 2016
(Initial Notice). Additionally, the Initial Notice also mentioned about the expected
change of the parent company, the largest shareholder, who is a major shareholder,
and of major shareholders of Sharp Corporation, all of which would occur as a result
of the Allotment.

(d)

Highest price paid or payable for any acquisition,

whether by the Acquirer or by any person acting
in concert with the Acquirer, between
25 February 2016 (being the earlier of the date
on which the Primary Transaction is contracted,
and the date on which the intention or the decision
to enter into the Primary Transaction is announced
in the public domain) and the date of the PA.

(e)

Thereafter, the Initial Notice was partially amended on 30 March 2016

(Update Notice; together with the Initial Notice referred to as Notices) and the
Update Notice was announced in the public domain. Following the Notices,
Sharp Corporation, Hon Hai, FFE, FTP and SIO have executed a share subscription
agreement on 2 April 2016 (Subscription Agreement) for the purpose of
making investment in the Sharp Corporation by Hon Hai, FFE, FTP and SIO.
In terms of the Subscription Agreement (i) Hon Hai, FFE, FTP and SIO have
collectively agreed to subscribe 3,281,950,697 (Three billion two hundred and eighty
one million nine hundred and fifty thousand six hundred and ninety seven) common
shares, and (ii) Hon Hai has agreed to subscribe 11,363,636 (Eleven million three
hundred and sixty three thousand six hundred and thirty six) Class C shares, of the
Sharp Corporation.

(f)

Pursuant to the Subscription Agreement, the issuance of new shares of Sharp

Corporation to the Allottees was completed on 12 August 2016 and pursuant to the
Allotment, (i) Hon Hai holds 1,300,000,000 (One billion and three hundred million)
common shares and 11,363,636 (Eleven million three hundred and sixty three
thousand six hundred and thirty six) Class C shares of Sharp Corporation aggregating
to 26.17% of the voting rights of Sharp Corporation, (ii) FFE, a wholly-owned
subsidiary of Hon Hai, holds 915,550,697 (Nine hundred and fifteen million five
hundred and fifty thousand six hundred and ninety seven) common shares
aggregating to 18.43% of the voting rights of Sharp Corporation, (iii) FTP holds
646,400,000 (Six hundred and forty six million and four hundred thousand) common
shares aggregating to 13.01% of the voting rights of Sharp Corporation, and
(iv) SIO holds 420,000,000 (Four hundred and twenty million) common shares
aggregating to 8.46% of the voting rights of Sharp Corporation.

5.

On completion of the Allotment, Hon Hai holds 26.17% of Sharp Corporations

voting rights and has become Sharp Corporations largest shareholder and FFE, a
wholly-owned subsidiary of Hon Hai, holds 18.43% of Sharp Corporations voting
rights. Accordingly, Hon Hai directly or indirectly holds 44.60% shares in Sharp
Corporation. Hon Hai neither directly nor indirectly controls FTP. FTP is 100%
owned by an entity called Q-Run Holding Limited, a 100% owned subsidiary of
Foxconn Technology Co., Ltd. (FTC). FTC is a public company listed on the
Taiwans Stock Exchange. Hon Hai has a 9.92% stake in FTC and certain Hon Hais
subsidiaries have a 19.67% stake in FTC. As such, Hon Hai, directly or indirectly,
holds (a non-controlling stake aggregating to) 29.59% of FTCs voting rights.
SIO belongs to a different group and is ultimately controlled by Mr. Gou, Tai-Ming,
Chairman of Hon Hai.

V.

Details

No. of
Equity Shares held

Equity Shares
acquired between
the date of the PA
and the date of
this DPS

Nil

Nil

Post Offer
shareholding
(On fully diluted
basis, as on 10th
working day after
close of the
tendering period)
(assuming full
acceptance)

25,944,000
(Twenty five million
nine hundred and
forty four)
Equity Shares

100%

Nil

Nil

Nil

Nil

As of the date of this DPS, save as set out in the table above, neither the PAC, nor their
directors or director of the Acquirer directly hold any Equity Shares, and have not
directly acquired any Equity Shares during the 12 (Twelve) months prior to the date of
this DPS.

The Equity Shares of the Target Company are listed on the BSE.

2.

The trading turnover of the Equity Shares, based on the trading volume in the
Equity Shares of the Target Company on the BSE during August 2015 to July 2016
(12 (Twelve) calendar months preceding the month in which the PA was issued), is
as follows:
Stock
Exchange

Number of
Equity Shares
traded

Total number
of listed
Equity Shares

Trading turnover
(as a percentage
of the total listed
Equity Shares)

12,617,101

25,944,000

48.63%

BSE

Therefore, in terms of Regulation 2(1) (j) of the SEBI (SAST) Regulations, the
Equity Shares are frequently traded on the BSE.

4.

The offer price mentioned in the PA of INR 53.18 (Indian Rupees Fifty three and
eighteen paise) per Equity Share was in terms of Regulations 8(3) of SEBI (SAST)
Regulations, in view of the following:
(a)

Highest negotiated price per Equity Share, if any,

of the Target Company for any acquisition under
the Primary Transaction.

(b)

Volume-weighted average price paid or payable

for any acquisition, whether by the Acquirer or by
any person acting in concert with the Acquirer,
during the 52 (Fifty-two) weeks immediately
preceding 25 February 2016 (being the earlier of
the date on which the Primary Transaction is
contracted, and the date on which the intention or
the decision to enter into the Primary Transaction
is announced in the public domain).

Day and Date

Publication of this DPS in newspapers

Thursday, 1 September 2016

Last date for public announcement of a competing

offer

Monday, 26 September 2016

Identified Date*

Wednesday, 5 October 2016

Last date for dispatch of the Letter of Offer to the

Eligible Shareholders

Friday, 14 October 2016

Last date by which a committee of independent

directors of the Target Company is required to give
its recommendation to the Eligible Shareholders of
the Target Company for this Offer

Wednesday, 19 October 2016

5.

The source of funds to meet the obligations of the Acquirer under the Offer has
been met from funds made available by the Acquirer.

6.

K. J. Sheth & Associates, Chartered Accountants (Registration Number 118598W),

has confirmed, by way of a certificate dated 26 August 2016 (Chartered
Accountants Certificate), that the Acquirer has adequate financial resources
through verifiable means available for meeting its payment obligations under the
Offer.
On the basis of the aforesaid financial arrangements and the Chartered Accountants
Certificate, the Manager is satisfied about the ability of the Acquirer to implement
this Offer in accordance with the SEBI (SAST) Regulations and confirms that
adequate funds are available with the Acquirer through verifiable means to implement
this Offer.

Friday, 21 October 2016

Closure of tendering period

Last date for payment to Eligible Shareholders

Friday, 4 November 2016

Monday, 21 November 2016

*Identified Date is only for the purpose of determining the Public Shareholders as
on such date to whom the Letter of Offer shall be mailed. It is clarified that all the
Public Shareholders (registered or unregistered) who own the Equity Shares of the
Target Company are eligible to participate in this Offer at any time before expiry of
the tendering period.
VIII. PROCEDURE OF TENDERING THE EQUITY SHARES IN CASE OF NON-RECEIPT OF
LETTER OF OFFER
1.

All the Public Shareholders, whether holding the Equity Shares in physical or
dematerialized form, registered or unregistered or holding locked-in Shares, regardless
of whether such person have acquired Equity Shares but whose names do not
appear in the register of members of the Target Company on the Identified Date, or
unregistered owners or those who have acquired Equity Shares after the Identified
Date, or those who have not received the Letter of Offer, are eligible to participate
in this Offer any time during the tendering period.

2.

The Letter of Offer specifying the detailed terms and conditions of this Offer will be
mailed to all the Public Shareholders whose name appears in the register of members
of the Target Company as at the close of business hours on the Identified Date.
Public Shareholders holding Equity Shares in physical mode and Equity Shares
under lock-in will be sent respective Form of Acceptance-cum-Acknowledgement
(the Form of Acceptance) along with the Letter of Offer. Detailed procedure for
tendering such Equity Shares will be included in the Form of Acceptance. Form of
Acceptance will not be sent to the Public Shareholders holding Equity Shares in
demat mode.

3.

This Offer will be implemented by the Acquirer and / or the PAC, subject
to applicable laws, through the stock exchange mechanism as provided under
the SEBI Takeover Regulations and the SEBI Circular CIR/CFD/POLICYCELL/
1/2015 dated 13 April 2015 issued by SEBI. A separate window on the
stock exchange (Acquisition Window) would be provided by the stock exchange
for this purpose.

4.

BSE will be the designated stock exchange for the purpose of tendering the
Equity Shares under the Offer.

5.

The Acquirer and the PAC have appointed ICICI Securities Limited (Buying Broker)
as its broker for the Offer through whom the purchase and settlement of the Equity
Shares under the Offer will be made.

6.

The contact details of the Buying Broker are:

ICICI SECURITIES LIMITED

ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, India
Tel.: (+91 22) 2288 2460
Fax: (+91 22) 2282 6580
Contact Person: Allwyn Cardoza

financial arrangements for fulfilling the

Offer, in terms of Regulation 25(1) of the
the Acquirer is able to implement this Offer.
and accepted under the Offer shall be acquired

In accordance with Regulation 17 of the SEBI (SAST) Regulations, the Acquirer,

ICICI Bank Limited (Escrow Agent), and the Manager have entered into an escrow
agreement on 26 August 2016 (Offer Escrow Agreement). Pursuant to the Offer
Escrow Agreement, the Acquirer has opened a cash escrow account with account
number 000405112701 (the Offer Escrow Account) with the Escrow Agent and
deposited a sum of INR 91,598,200 (Indian Rupees Ninety one million five hundred
ninety eight thousand and two hundred) in the Offer Escrow Account, which is more
than the amount required under Regulation 17(1) of the SEBI (SAST) Regulations
(i.e. 25% of the Maximum Consideration). The Manager to the Offer has been
authorized by the Acquirer to operate and realize the monies lying to the credit of the
Offer Escrow Account in terms of the SEBI (SAST) Regulations.

Friday, 26 August 2016

Commencement of tendering period

In the case of acquisition of the Equity Shares by the Acquirer and / or the PAC
during the Offer period, whether by subscription or purchase, at a price higher than
the Offer Price, the Offer Price will be revised upwards to be equal to or more than
the highest price paid for such acquisition in terms of Regulation 8(8) of the SEBI
(SAST) Regulations. However, the Acquirer and/or the PAC shall not acquire any
Equity Shares after the 3rd (Third) working day prior to the commencement of the
tendering period of this Offer and until the expiry of the tendering period of this
Offer. An upward revision to the Offer Price or to the Offer Size, if any, on account
of competing offers or otherwise, will be done at any time prior to the commencement
of the last 3 (Three) working days before the commencement of the tendering
period of this Offer in accordance with Regulation 18(4) of the SEBI (SAST)
Regulations. In the event of such revision, the Acquirer and/or the PAC shall:
(i) make a public announcement in the same newspapers in which this DPS has been
published; and (ii) simultaneously with the issue of such announcement, inform the
SEBI, BSE and the Target Company at its registered office of such revision.

In case of any upward revision in the Offer Price and / or the Offer Size, the cash
in the Offer Escrow Account shall be enhanced as per the revised consideration
calculated at such revised offer price by the Acquirer, prior to effecting such
revision, in terms of Regulation 17(2) of the SEBI (SAST) Regulations.

7.

VI.

The Subscription Agreement was executed on 2 April 2016 and the intention or
decision to make the Primary Transaction was made on 25 February 2016.
The Primary Transaction contemplated in the Subscription Agreement was closed
on 12 August 2016. The offer price of INR 53.18 (Indian Rupees Fifty three and
eighteen paise), as disclosed in the PA, would be enhanced at a rate of 10% per
annum, calculated for the period from 25 February 2016 to 1 September 2016, being
the date of publication of this DPS, which works out to INR 2.75 (Indian Rupees two
and seventy five paise) per Equity Share (Enhancement Amount).

4.

7.

All Public Shareholders who desire to tender their Equity Shares under the
Offer would have to intimate their respective stock brokers within the normal
trading hours of the secondary market, during the tendering period.

8.

The process of tendering the Equity Shares by the Public Shareholders holding
physical Equity Shares and those Equity Shares that are under lock-in and the
manner in which the Equity Shares tendered in the Open Offer will be held, will be
enumerated in the Letter of Offer.

9.

There shall be no discrimination in the acceptance of locked-in and non-locked-in

Equity Shares in the Offer. The Equity Shares to be acquired under the Offer must
be free from all liens, charges and encumbrances and will be acquired together with
all rights attached thereto.

IX.

OTHER INFORMATION
1.

For the purposes of disclosures in this DPS relating to the Target Company,
the Acquirer and the PAC have relied on publically available information and
have not independently verified the accuracy of the details of the Target
Company.

2.

The Acquirer, the PAC and their directors in their capacity as the directors,
accept full responsibility for the information contained in the PA, and this DPS
(other than such information as has been obtained from public sources or provided
or confirmed by the Target Company) and shall be jointly and severally responsible
for the fulfillment of obligations under the SEBI (SAST) Regulations in respect of
this Open Offer.

3.

In this DPS, all references to Rupees or INR are references to the

Indian National Rupee(s) (INR). Certain financial details contained in the
DPS are denominated in New Taiwan Dollar (NTD), United States Dollars
(USD) or Japanese Yen (JPY). The INR equivalent quoted in each case for USD
and JPY is calculated based on the Reserve Bank of India reference rate of
INR 0.6672 per 1 JPY and INR 67.0299 per 1 USD as on the date of the PA
(Source: Reserve Bank of India http://www.rbi.org.in). Further, the
INR equivalent quoted in each case for NTD is calculated based on the OANDA
rate of INR 2.1125 per 1 NTD (Source: https://www.oanda.com/currency/
converter/).

4.

The Acquirer, the PAC and the Acquirers directors shall be responsible for fulfillment
of applicable obligations under the SEBI (SAST) Regulations.

5.

Pursuant to Regulation 12 of the SEBI (SAST) Regulations, the Acquirer and the
PAC have appointed ICICI Securities Limited as the Manager.

6.

Link Intime India Private Limited has been appointed as the Registrar to the Offer,
whose details are set out below:

STATUTORY AND OTHER APPROVALS

1.

2.

As of the date of this DPS, to the best knowledge of the Acquirer and / or the PAC,
there are no statutory approvals required by the Acquirer and / or the PAC to
complete this Offer. However, in case of any statutory approvals being required by
the Acquirer and / or the PAC at a later date, this Offer shall be subject to such
approvals and the Acquirer and / or the PAC shall make the necessary applications
for such approvals.
The acquisition of Shares tendered by NRIs and OCBs are subject to
approval / exemption, if applicable, from the RBI. NRI and OCB holders of the
Equity Shares, if any, must obtain all requisite approvals required to tender the
Equity Shares held by them pursuant to this Offer (including without limitation, the
approval from the RBI or the FIPB) and submit such approvals, along with the other
documents required in terms of the Letter of Offer. Further, if holders of the Equity
Shares who are not persons resident in India (including NRIs, OCBs, QFIs and FIIs)
had required any approvals (including from the RBI or FIPB) in respect of the
Equity Shares held by them, they will be required to submit the previous approvals
that they would have obtained for holding the Equity Shares, to tender the
Equity Shares held by them pursuant to this Offer, along with the other documents
required to be tendered to accept this Offer. In the event such approvals are not
submitted, the Acquirer and / or the PAC reserve the right to reject such the
Equity Shares tendered in this Offer.

3.

Subject to the receipt of statutory approvals, the Acquirer and / or the PAC shall
complete all requirements relating to this Offer within 10 (Ten) working days from
the date of closure of the tendering period to those Public Shareholders whose
share certificates and other documents are found valid and in order and are accepted
for acquisition by the Acquirer.

4.

In case of a delay in the receipt of any statutory approvals which may be

required by the Acquirer and / or the PAC at a later date, as per Regulation 18(11)
of the SEBI (SAST) Regulations, SEBI may, if satisfied, that non-receipt of
approvals was not attributable to any willful default, failure or neglect on the part
of the Acquirer and/or the PAC to diligently pursue such approvals, grant an
extension of time for the purpose of completion of this Offer, subject to
the Acquirer and / or the PAC agreeing to pay interest to the Eligible Shareholders
of the Target Company for delay beyond 10 (Ten) working days at such rate,
as may be specified by SEBI from time to time. Provided where the statutory

Not Applicable

Not Applicable

Not Applicable

The Acquirer has made firm

payment obligations under this
SEBI Takeover Regulations, and
The Equity Shares validly tendered
by the Acquirer.

(Source: BSE website)

3.

Per Equity Share value, as required under

Regulation 8(5) of SEBI (SAST) Regulations.

2.

OFFER PRICE
1.

INR 53.18 per

Equity Share

The total funding requirement for this Offer assuming full acceptance of this Offer
is INR 362,761,980 (Indian Rupees Three hundred sixty two million seven hundred
sixty one thousand and nine hundred eighty) (Maximum Consideration).

Nil

Nil

Nature of the Activity

FINANCIAL ARRANGEMENTS

PAC

75%

Volume-weighted average market price of the

Equity Shares for a period of 60 (Sixty) trading
days immediately preceding 25 February 2016
(being the earlier of the date on which the Primary
Transaction is contracted, and the date on which
the intention or the decision to enter into the
Primary Transaction is announced in the public
domain) as traded on the BSE.

1.

No. of
Percentage
Percentage
Equity
(%)
(%)
Shares held

19,458,000
(Nineteen million
four hundred and fifty
eight thousand) of face
value INR 10

Shareholding as of
the date of the PA

TENTATIVE SCHEDULE OF ACTIVITIES

Issue of PA

Except for inclusion of the Enhancement Amount, there has been no revision in the
Offer Price or to the Offer Size as of the date of this DPS. The Offer Price may be
further adjusted in the event of any corporate actions like bonus, rights, split,
consolidation, dividend, demergers, and reduction etc. where the record date for
effecting such corporate actions falls between the date of this DPS up to 3 (three)
working days prior to the commencement of tendering period of the Offer,
in accordance with Regulation 8(9) of the SEBI (SAST) Regulations.

3.

The Acquirer and / or the PAC will have the right not to proceed with this Offer in
accordance with Regulation 23 of the SEBI (SAST) Regulations, in the event the
statutory approvals indicated above are refused. In the event of withdrawal of this
Offer, a public announcement will be made within 2 (Two) working days of such
withdrawal, in the same newspapers in which this DPS is published and such public
announcement will also be sent to BSE, SEBI and the Target Company at its
registered office.

Not Applicable

7.

The Acquirer does not have any specific plans to dispose of or otherwise encumber
any assets of the Target Company in the next two years, except in the ordinary
course of business of the Target Company.

SHAREHOLDING AND ACQUISITION DETAILS

5.

VII.

Considering the offer price of INR 53.18 (Indian Rupees Fifty three and eighteen
paise) along with the Enhancement Amount of INR 2.75 (Indian Rupees two and
seventy five paise), the Offer Price amounts to INR 55.93 (Indian Rupees fifty
five and ninety three paise) per Equity Share. Therefore, the Offer Price of INR
55.93 (Indian Rupees fifty five and ninety three paise) per Equity Share has been
determined in accordance with the terms of Regulations 8(3) and 8(12) of the SEBI
(SAST) Regulations.

As per the report dated 26 August 2016 prepared by K. J. Sheth & Associates
(Registration Number 118598W), the criteria as set out under Regulation 5(2) of the
SEBI (SAST) Regulations have been analyzed and it has been concluded that the
Primary Transaction cannot be deemed to be a direct acquisition as per the
provisions of the SEBI (SAST) Regulations.

Acquirer

Not Applicable

6.

8.

Sharp Corporation directly holds 19,458,000 (Nineteen million four hundred

and fifty eight thousand) Equity Shares aggregating to 75% of the Voting
Share Capital of the Target Company. Pursuant to completion of the Primary
Transaction, Hon Hai with other PAC have acquired 66.07% of the voting rights
of Sharp Corporation and have appointed 4 out of 9 directors on the board of
Sharp Corporation. Thereby, the Allottees have indirectly acquired substantial
Voting Share Capital in the Target Company. Further, on account of Hon Hais
44.60% voting rights in Sharp Corporation (along with wholly-owned subsidiary
FFE), Hon Hai has the right to block strategic decisions relating to the commercial
activities of Sharp Corporation.

Pursuant to the above, a mandatory public announcement under the Offer

was required to be made within 4 (Four) working days from 25 February 2016.
However, such public announcement was made by the Acquirer and the PAC on
26 August 2016. The parties are in the process of making an application for
settlement under the Securities and Exchange Board of India (Settlement of
Administrative and Civil Proceedings) Regulations, 2014 for the delay in making
the Offer.

approvals extend to some but not all holders of the Equity Shares, the Acquirer
and / or the PAC will have the option to make payment to such holders of the
Equity Shares in respect of whom no statutory approvals are required in order to
complete this Offer.

Note: In terms of regulation 8(12) of the SEBI (SAST) Regulations, in case of an

indirect acquisition other than indirect acquisition referred in Regulation 5(2) of SEBI
(SAST) Regulations, the offer price shall stand enhanced by an amount equal to 10%
per annum for the period between 25 February 2016, being the earlier of the date on
which the Primary Transaction is contracted or the date on which the intention or the
decision to make the Primary Transaction is announced in the public domain, and the
date of the detailed public statement, i.e. 1 September 2016, provided that such
period is more than 5 (Five) working days.

The current and proposed shareholding of the Acquirer and the PAC in the Target Company
and the details of their acquisitions are as follows:

IV.

(c)

BACKGROUND TO THE OFFER

1.

III.

In case the shareholding of the members of the promoter and promoter group of
the Target Company, the Acquirer and the PAC exceeds the maximum permissible
non-public shareholding pursuant to the Offer, none of the promoter and promoter
group of the Target Company, the Acquirer or the PAC shall be eligible to make a
voluntary delisting offer, unless a period of twelve months has elapsed from the
date of the completion of the Offer Period.

Highest price paid or payable for any acquisition,

whether by the Acquirer or by any person acting
in concert with the Acquirer, during the twenty-six
weeks immediately preceding 25 February 2016
(being the earlier of the date on which the Primary
Transaction is contracted, and the date on which
the intention or the decision to enter into the
Primary Transaction is announced in the public
domain).

Link Intime India Private Limited

Unit: Sharp India - Open Offer
SEBI Regn. No.: INR000004058
C-13, Pannalal Silk Mills Compound, L.B.S Marg,
Bhandup (West), Mumbai 400078 - India
Tel.: +91 (022) 6171 5400
Fax: +91 (022) 2596 0329
E-mail Id: sharpindia.offer@linkintime.co.in
Contact Person: Mr. Ganesh Mhatre
7.

This DPS and the PA is expected to be available on the SEBI website

(http://www.sebi.gov.in/).

8.

In this DPS, any discrepancy in any table between the total and sums of the
amount listed is due to rounding off and / or regrouping.
ISSUED BY THE MANAGER TO THE OFFER ON BEHALF OF
THE ACQUIRER AND THE PAC

ICICI SECURITIES LIMITED

SEBI Registration Number: INM000011179
Address: ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, India;
Contact Persons: Mr. Amit Joshi / Mr. Govind Khetan
Tel.: +91 22 2288 2460; Fax: +91 22 2282 6580
E-mail: sharpindia.openoffer@icicisecurities.com
Website: www.icicisecurities.com
Place : Mumbai
Date : 31 August 2016
PRESSMAN