POST OFFER ADVERTISEMENT FOR ATTENTION OF THE EQUITY SHAREHOLDERS OF
ASIAN OILFIELD SERVICES LIMITED
(TARGET COMPANY) Registered Office: 703, 7th Floor, Tower-A, IRIS Tech Park, Sohna Road, Sector-48, Gurgaon, Haryana - 122 018 Tel. No.: +91-124-6606400; Fax No.: +91-124-4256146 Email id: secretarial@asianoilfield.com Open Offer for acquisition of upto 58,04,356 fully paid-up equity shares of face value of ` 10/- each (Equity Share(s)) representing 26% of fully paid-up equity share capital and voting capital of the Target Company by Oilmax Energy Private Limited (Acquirer). This Post Offer Advertisement (Post Offer Advertisement) is being issued by Inga Capital Private Limited (Manager to the Offer), on behalf of Acquirer pursuant to regulation 18(12) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (SEBI (SAST) Regulations, 2011). The Post Offer Advertisement is to be read together with: (a) the Public Announcement dated May 23, 2016 (PA); (b) the Detailed Public Statement published on May 27, 2016 in Financial Express (English daily) all editions, Jansatta (Hindi daily) all editions, Gurgaon Mail (Hindi daily) Gurgaon edition and Navshakti (Marathi daily) Mumbai edition (DPS) (c) the Letter of Offer dated June 28, 2016 (LOF) (d) the offer opening public announcement published on July 8, 2016 in Gurgaon Mail (Hindi daily) Gurgaon edition and Navshakti (Marathi daily) Mumbai edition and in Financial Express (English daily) and Jansatta (Hindi daily) all editions except Lucknow edition, where it had been published on July 9, 2016 as July 8, 2016 being no issue day on account of EID (Offer Opening PA). Capitalized terms used but not defined in this Post Offer Advertisement shall have the same meanings assigned to such terms in the PA, DPS, LOF and Offer Opening PA. Sr. Particulars Details No. 1. Name of the Target Company Asian Oilfield Services Limited 2. Name of the Acquirer Oilmax Energy Private Limited 3. Name of the Manager to the Offer Inga Capital Private Limited 4. Name of the Registrar to the Offer Link Intime India Private Limited 5. Offer Details a. Date of Opening of the Offer July 11, 2016 b. Date of Closing of the Offer July 22, 2016 6. Date of Payment of Consideration Not Applicable Proposed in the 7. Details of Acquisition Actuals offer documents ` 32.40 per fully ` 32.40 per fully 7.1 Offer Price paid-up equity share paid-up equity share 7.2 Aggregate number of equity shares 58,04,356 Equity Shares 1,100 Equity Shares tendered 7.3 Aggregate number of equity shares 58,04,356 Equity Shares Nil accepted 7.4 Size of the Offer ` 18,80,61,134.40 Nil (Number of equity shares multiplied by offer price per equity share) 7.5 Shareholding of the Acquirer before Public Announcement Number of shares Nil Nil % of fully diluted equity share capital N.A. N.A. 7.6 Shares Acquired by way of Agreement Number of shares acquired 1,25,72,600 1,25,72,600(1) % of fully diluted equity share capital 56.32% 56.32% 7.7 Shares Acquired by way of Open Offer Number of shares acquired 58,04,356 Nil % of fully diluted equity share capital 26.00% NA 7.8 Shares acquired after DPS Number of shares acquired NIL NIL Price of the shares acquired N.A. N.A. % of the shares acquired N.A. N.A. 7.9 Post offer share holding of Acquirer Number 1,83,76,956 1,25,72,600(1) % of fully diluted equity share capital 82.32% 56.32% 7.10 Pre & Post offer shareholding of the Public Pre Offer Post Offer(2) Pre Offer Post Offer(2) Number 97,46,844 39,47,488 97,46,844 97,51,844 % of fully diluted equity share capital* 43.66% 17.68% 43.66% 43.68% Notes: 1. (1) Share Purchase Agreement dated May 23, 2016 (SPA) entered between Acquirer and Samara Capital Partners Fund I Limited (Seller). As on the date of this Post Offer Advertisement the Acquirer has acquired 1,03,72,600 Equity Shares representing 46.46% of fully paid-up equity share capital and voting capital of the Target Company and 22,00,000 Equity Shares representing 9.86% of fully paid-up equity share capital and voting capital of the Target Company are pending for transfer. 2. (2) (i) Promoter, other than parties to the SPA, will form part of public category of the Target Company and (ii) Acquirer shall be categorized as promoter of the Target Company, post the proposed re-classification exercise pursuant to regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Target Company has initiated the process for such re-classification. 3. The Acquirer and its directors severally and jointly accepts full responsibility for the information contained in this Post Offer Advertisement and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations, 2011. 4. The copy of this Post Offer Advertisement will be available on the website of SEBI (www.sebi.gov.in), BSE Limited (www.bseindia.com) and at the registered office of the Target Company. THIS POST OFFER ADVERTISEMENT IS ISSUED BY MANAGER TO THE OFFER ON BEHALF OF THE ACQUIRER
Inga Capital Private Limited
Naman Midtown, A Wing, 21st Floor, Senapati Bapat Marg, Elphinstone (West), Mumbai - 400 013 Tel. No.: +91-22-4031 3489; Fax No.: +91-22-4031 3379 Email: aosl.openoffer@ingacapital.com Contact Person: Mr. Ashwani Tandon SEBI Registration Number: INM000010924 Place : Mumbai Date : July 28, 2016 Size: 12(w) x 33(h)