BSECompany Update8h ago · 9 Nov 2026, 09:31 pm
Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, enclosed herewith is the press release for your records, the content of which is self explanatory.
Tata Motors Ltd · 544569
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Tata Motors Ltd's wholly-owned subsidiary TML CV Holdings B.V. has completed a voluntary totalitarian tender offer for all common shares of Iveco Group N.V., reaching a shareholding of approximately 96.25% of the issuer's common share capital, net of treasury shares.
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Governance Concern2/10
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Tata Motors Ltd - 544569 - Announcement under Regulation 30 (LODR)-Press Release / Media Release
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BSE Limited National Stock Exchange of India Ltd.
First Floor, New Trading Ring Listing Compliance Department
Rotunda Building, P J Towers, Exchange Plaza, Bandra Kurla Complex,
Dalal Street, Fort, Mumbai 400 001 Bandra (E), Mumbai 400 051
November 9, 2026
Sc no – 157
Dear Sir/Madam,
Sub: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI Listing
Regulations’)
TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors
Limited (formerly TML Commercial Vehicles Limited) (“the Company”) –
Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V.
Pursuant to Regulation 30 of the SEBI Listing Regulations and with further reference to our
letter bearing sc no. 156 dated November 7, 2026 on the captioned subject matter, we wish
to inform you of the following:
TML CV Holdings Pte. Ltd., a wholly owned subsidiary of the Company, has informed the
Company that its wholly owned subsidiary, TML CV Holdings B.V. has received the final
results of the Reopening of the Terms, as communicated by BNP Paribas, Italian Branch,
acting as the Intermediary Responsible for Coordinating the Collection of the Acceptances
during the Reopening of the Terms.
During the Reopening of the Terms, which concluded on the date hereof, No. 18,203,217
Common Shares have been tendered in acceptance to the Offer. As a result, TML CV
Holdings B.V. has attained a shareholding of 96.25% of the Issuer's common share capital,
net of the Treasury Shares.
A Press Release pertaining to the aforesaid matter is enclosed herewith as an Annexure, the
content of which is self-explanatory.
The Italian version of the aforesaid Press Release is also enclosed herewith for reference.
This communication is for the information of the Exchanges and the Members.
Yours sincerely,
For Tata Motors Limited
(Formerly TML Commercial Vehicles Limited)
Ranjan Kumar
General Counsel and Company Secretary
Encl: as above
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF
IVECO GROUP N.V.
* * *
PRESS RELEASE
pursuant to Article 41, paragraph 6, of the Resolution No. 11971 of 14 May 1999, as further
amended and supplemented (the "Issuers' Regulation")
FINAL RESULTS OF THE REOPENING OF THE TERMS: OFFEROR REACHED A
SHAREHOLDING OF APPROXIMATELY 96.25% OF THE ISSUER'S COMMON SHARE
CAPITAL, NET OF TREASURY SHARES
THE PAYMENT DATE UPON COMPLETION OF THE REOPENING OF THE TERMS IS SET
FOR 13 NOVEMBER 2026
OFFEROR WILL IMPLEMENT THE DUTCH LEGAL SQUEEZE-OUT
* * * * *
Amsterdam, the Netherlands, 9 November 2026 – With reference to the voluntary totalitarian tender
offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through its wholly-owned
company TML CV Holdings B.V. (the "Offeror"), pursuant to Articles 102 et seq. of the Italian
Legislative Decree No. 58 of 24 February 1998, as further amended and supplemented (the "CFA"),
on all the common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"), the
Offeror hereby announces, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the final
results of the Reopening of the Terms.
Capitalised terms used in this press release, unless otherwise defined, shall have the meanings
ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No.
24119 of 3 September 2026 and published on 4 September 2026 (the "Offer Document"), as well
as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer's website
(www.ivecogroup.com) and on the Offeror's website (www.tatamotors.com).
It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulation,
on 9 October 2026 by means of an increase of the Price through the recognition of an additional
cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced
to the market by means of a press release published on the same date (the "Amendment Notice").
1. Final results of the Reopening of the Terms
Based on the final results communicated by BNP Paribas, Italian Branch, acting as Intermediary
Responsible for Coordinating the Collection of the Acceptances, during the Reopening of the Terms
No. 18,203,217 Common Shares have been tendered in acceptance of the Offer, representing
approximately 6.71% of the Issuer's common share capital and of the Offer Shares (i.e., No.
271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by
the Amendment Notice) equal to EUR 262,126,324.80.
In light of the above, taking into account (i) the No. 238,157,212 Common Shares already tendered
to the Offer during the Acceptance Period (equal to approximately 87.81% of the Issuer's common
share capital), (ii) the No. 18,203,217 Common Shares tendered to the Offer during the Reopening
of the Terms (equal to approximately 6.71% of the Issuer's common share capital), (iii) the No.
4,868,597 Treasury Shares (equal to approximately 1.80% of the Issuer's common share capital),
and (iv) that in the period between the Date of the Offer Document (i.e., 4 September 2026) and the
date hereof, the Offeror has not purchased Common Shares outside the Offer, the Offeror will hold
– on the Payment Date upon Completion of the Reopening of the Terms – No. 256,360,429 Common
Shares, equal to approximately 96.25% of the Issuer's common share capital, net of Treasury
Shares.
Accordingly, the aggregate number of Common Shares tendered to the Offer during the Reopening
of the Terms is No. 105,812 Common Shares lower than the number indicated in the press release
on the provisional results of the Reopening of the Terms published on 6 November 2026.
2. Price and Payment Date upon Completion of the Reopening of the Terms
The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price
indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional
Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40
(cum dividend) per Common Share (the "Price").
The payment of the Price with respect to the Common Shares tendered to the Offer during the
Reopening of the Terms – against the simultaneous transfer to the Offeror of the ownership of the
Common Shares tendered to the Offer – will take place on 13 November 2026.
3. Dutch Legal Squeeze-Out
In light of the Offeror having reached, together with its Affiliates, an aggregate shareholding at least
equal to 95% of the Issuer's issued and outstanding share capital represented by Common Shares
(calculated in accordance with the DCC, in any case not taking into account the Treasury Shares),
and having declared in the Offer Document its intention not to restore a free float sufficient to ensure
the regular trading of the Issuer's Common Shares, the Offeror hereby announces that it will
commence the Dutch Legal Squeeze-Out in respect of the remaining outstanding Common Shares
that are not yet held by the Offeror, currently No. 9,986,374, representing approximately 3.68% of
the Issuer's common share capital.
The Offeror further announces that the Dutch Legal Squeeze-Out will not be preceded by the
implementation of the Demerger and Share Sale.
The timing, modalities and terms of the Dutch Legal Squeeze-Out will be communicated to the
market in due time by means of a separate press release in accordance with applicable laws and
regulations.
Borsa Italiana will order the suspension of trading in the Common Shares and/or the Delisting
pursuant to Article 2.5.1 of the Stock Exchange Regulation, taking into account the time required to
complete the Dutch Legal Squeeze-Out.
* * * * *
For further inf
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