Panasonic Appliances India Company: Delisting Offer

ICICI Securities Limited ('Manager to the Delisting Offer?) on behalf of Panasonic Corporation, Japan (the 'Acquirer?) has informed to BSE this Public Announcement ('Public Announcement?) to the public shareholders of Panasonic Appliances India Company Ltd ('Target Company?) in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ('Delisting Regulations?) in respect of the proposed acquisition and delisting of fully paid-up equity shares of the Company (hereinafter, referred to as the 'Delisting Offer?).

The Delisting Offer :

The paid-up equity share capital of the Target Company comprises of 9,832,000 fully paid-up equity shares having face value of Rs. 10/- each ('Equity Shares?). The Equity Shares are listed on the BSE Ltd ('BSE?) and Madras Stock Exchange Ltd ('MSE?) (together referred to as 'Stock Exchanges?). The Company has permission to trade on the National Stock Exchange of India Ltd ('NSE?). The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, 2015.

The Acquirer is making this Public Announcement to the public shareholders of the Target Company (defined to mean all the shareholders of the Company other than the promoters and hereinafter referred to as the 'Public Shareholders?) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 2,534,894 Equity Shares, representing 25.78% of the equity capital of the Company (the 'Offer Shares?). Consequent to the Delisting Offer and upon the total shareholding of the Acquirer reaching a minimum of 90% of the equity capital of the Company or any other condition as may be applicable pursuant to the proposed amendments to the Delisting Regulations, and fulfillment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the Stock Exchanges in accordance with the Delisting Regulations.

Stock Exchange From which the Equity Shares are Sought to be Delisted:

The Equity Shares are presently listed on the BSE and MSE. Further, the Equity Shares are permitted to trade on the NSE. The NSE vide a circular dated January 6, 2015 has withdrawn the dealing in securities of the Company on the NSE with effect from January 30, 2015.

The Acquirer is seeking to delist the Equity Shares from the BSE and MSE.

Determination of the Floor Price:

The acquirer, in consultation with Manager to the Delisting Offer has considered the Floor Price of Rs 167.65/- contained in the Valuation Report.

Determination of Discovered Price and Exit Price:

The Acquirer is willing to accept Equity shares tendered in the Delisting Offer at a price of Rs. 220 per equity share ('Indicative Offer Price') ever though(a) it may not be reflective of the business fundamentals of the Company and (b) it is at a significant premium over Rs 157.5, the price at which the shares from Reddy group (co-promoter of the Company) were acquired on October 17, 2014.

The acquirer may, in its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares. The price so accepted or offered by the Acquirer is under no obligation to accept the Discovered Price or to Offer a price higher than the Discovered Price.

Proposed Timetable for the Delisting Offer:

Publication of Public Announcement by the Acquirer : January 17, 2015

Specified Date :January 23, 2015

Dispatch of Bid Letter/Bid Forms to Public Shareholders : January 30, 2015

Bid Opening Date : February 16, 2015

Last date for upward revision or withdrawal of Bids : February 20, 2015

Bid Closing Date : February 23, 2015

Public Announcement of Discovered Price/Exit Price and the Acquirers acceptance/rejection of Discovered Price/Exit Price : March 05, 2015

Last date for payment of consideration in case of successful delisting offer : March 10, 2015

Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer : March 10, 2015