Cumulative Capital Pvt Ltd ("Manager to the Open Offer") has submitted to BSE a copy of Draft Letter of Offer to the Public Shareholders of Premier Explosives Ltd ("Target Company").

DRAFT LETTER OF OFFER “THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION” The Letter of Offer (as defined below) will be sent to you as a Public Shareholder (as defined below) of Premier Explosives Limited (“Target Company”). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Open Offer (as defined below) or Registrar to the Offer (as defined below). In case you have recently sold your Equity Shares (as defined below) in the Target Company, please hand over the Letter of Offer and the accompanying Form of Acceptance (as defined below) and transfer deed to the member of the stock exchange through whom the said sale was affected. OPEN OFFER APOLLO MICRO SYSTEMS LIMITED (“ACQUIRER”/ “AMSL”) A listed public limited company incorporated under the Companies Act, 1956 Corporate Identity Number: L72200TG1997PLC026556 Registered Office: Plot No 128/A, Road No 12, BEL Road IDA Mallapur, Uppal Mandal Hyderabad, Telangana State, 500 076 – India; Tel: +91 40 27167000 - 99; Fax: +91 40 2715 0820; Website: www.apollo-micro.com MAKE A CASH OFFER AT A PRICE OF INR 698/-/ (INDIAN RUPEES SIX HUNDRED AND NINETY EIGHT ONLY) (“OFFER PRICE”) PER FULLY PAID-UP EQUITY SHARE OF FACE VALUE OF INR 2/- (INDIAN RUPEES TWO ONLY) EACH OF THE TARGET COMPANY (“EQUITY SHARES”), TO ACQUIRE UP TO 1,39,77,911 (ONE CRORE THIRTY-NINE LAKH SEVENTY-SEVEN THOUSAND NINE HUNDRED AND ELEVEN ONLY) EQUITY SHARES OF FACE VALUE OF INR 2/- (INDIAN RUPEES TWO ONLY) EACH (“OFFER SHARES”) PAYABLE IN CASH, REPRESENTING 26.00% (TWENTY SIX PERCENT) OF THE EQUITY SHARE CAPITAL (AS DEFINED BELOW) OF THE TARGET COMPANY (“OFFER SIZE”) IN ACCORDANCE TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO (“SEBI (SAST) REGULATIONS”) FROM THE PUBLIC SHAREHOLDERS (“OPEN OFFER” OR “OFFER”) PREMIER EXPLOSIVES LIMITED (“TARGET COMPANY”) Corporate Identity Number (CIN): L24110TG1980PLC002633 Registered Office: Premier House, 11, Ishaq Colony, near AOC Centre, Trimulgherry, Secunderabad, Telangana – 500015; Tel. No.: +91 40 66146801- 05 / 27814748 / 27811616; Email: cs@pelgel.com; Website: www.pelgel.com NOTE: 1. This Offer (as defined below) is being made pursuant to and in compliance with the provisions of Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations. 2. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations. 3. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. 4. There is no differential pricing for the Offer. 5. Other than as set out in paragraph 7.4 (Statutory and Other Approvals) of section 7 (Terms and Conditions of the Offer) of this Draft Letter of Offer, to the best of the knowledge of the Acquirer, there are no other statutory or other approvals required to complete the transaction as contemplated in the SPA and/or this Open Offer, except for the Required Statutory Approval (as defined below). However, in case any statutory or other approvals become applicable and are required by the Acquirer at a later date before the closure of the Tendering Period (as defined below), this Open Offer shall be subject to receipt of such further approvals set out in paragraph 7.4 (Statutory and Other Approvals) of section 7 (Terms and Conditions of the Offer) of this Draft Letter of Offer (as defined below) for further details and current status of such statutory and other approvals. 6. Where any statutory/regulatory approval or exemption extends to some but not all of the Public Shareholders (as defined below), the Acquirer shall have the option to make payment to such Public Shareholders (as defined below) in respect of whom no statutory /regulatory approval or exemption are required in order to complete this Offer. 7. In the event that the number of Equity Shares validly tendered by the Public Shareholders (as defined below) under this Offer is more than the number of Offer Shares, the Acquirer shall accept those Equity Shares validly tendered by the Public Shareholders (as defined below) on a proportionate basis in consultation with the Manager to the Open Offer, subject to a maximum of 1,39,77,911 (One Crore Thirty-Nine Lakh Seventy-Seven Thousand Nine Hundred And Eleven only) Equity Shares, representing 26.00% of the Equity Share Capital (as defined below), taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non- marketable lots, provided that the acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot. The minimum marketable lot for the Equity Shares for the purpose of this Offer shall be one Equity Share. 8. The Acquirer may withdraw the Offer in accordance with the conditions specified in paragraph 7.4 (Statutory and Other Approvals) of section 7 (Terms and Conditions of the Offer) of this Draft Letter of Offer (as defined below). In the event of a withdrawal of the Offer, the Acquirer (through the Manager to the Open Offer) shall, within 2 (two) Working Days (as defined below) of such withdrawal, make a public announcement of such withdrawal, stating the grounds and reasons for the withdrawal, in the same newspapers in which the Detailed Public Statement (as defined below) was published, in accordance with Regulation 23(2) of the SEBI (SAST) Regulations and such public announcement also will be sent to the Securities and Exchange Board of India (“SEBI”), Stock Exchanges (as defined below) and the Target Company at its registered office. 9. Under Regulation 18(4) of the SEBI (SAST) Regulations, the Acquirer is permitted to revise the Offer Price or the number of Offer Shares at any time prior to the commencement of the last one Working Day (as defined below) before the commencement of the Tendering Period (as defined below). In the event of such revision, in terms of Regulation 18 (5) of the SEBI (SAST) Regulations, the Acquirer shall: (i) make corresponding increase to the Escrow Amount (as defined below), as more particularly set out in section 6 (Offer Price and Financial Arrangements) of this DLOF (as defined below), (ii) make public announcement in the same newspapers in which the Detailed Public Statement (as defined below) has been published, and (iii) simultaneously notify the SEBI, Stock Exchanges (as defined below), and the Target Company at its registered office of such revision. The Acquirer shall pay such revised price for all the Equity Shares validly tendered during the Offer and accepted under the Offer in accordance with the terms of the Letter of Offer (as defined below). Such revision would be done in compliance with other requirements prescribed under the SEBI (SAST) Regulations. 10. There has been no competing offer as of the date of this DLOF (as defined below). 11. If there is a competing offer at any time hereafter, the public offers under all subsisting bids shall open and close on the same date. 12. Unless otherwise stated, the information set out in this DLOF (as defined below) reflects the position as of the date hereof. 13. A copy of the Public Announcement (“PA”), the Detailed Public Statement (“DPS”), this Draft Letter of Offer (“DLOF”), and the Letter of Offer (“LOF”) (including the Form of Acceptance (as defined below) will also be available on SEBI’s website (www.sebi.gov.in). All future correspondence, if any, should be addressed to the Manager to the Open Offer or the Registrar to the Offer at the addresses mentioned below: MANAGER TO THE OPEN OFFER REGISTRAR TO THE OFFER CUMULATIVE CAPITAL PRIVATE LIMITED KFIN TECHNOLOGIES LIMITED Address: B 309-311, 215 Atrium, Nr. Courtyard Marriott Hotel, Address: Selenium, Tower B, Plot No- 31 and 32 Gachibowli, Andheri Kurla Road, Andheri East, Chakala MIDC, Mumbai, Financial District, Nanakramguda, Ser [Showing first 8,000 characters — download PDF for full document]