LETTER OF OFFER (“LETTER OF OFFER/LOF”) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as equity Shareholder(s) of Liberty Phosphate Limited (“Target Company”). If you require any clarifications about the action to be taken, you may consult your stock broker or an investment consultant or the Manager to the Offer (as defined herein below) or the Registrar to the Offer as defined herein below. In the event you have sold your Equity Shares in the Target Company, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement, and the transfer deed to the purchaser of the Equity Shares or the member of the stock exchange through whom the said sale was effected. Coromandel International Limited (“Acquirer”), Registered Office: Coromandel House, 1-2-10 Sardar Patel Road, Secunderabad-500003, India. (Tel No.+91 40 2784 2034 Fax No. +91 40 2784 4117) makes a cash offer at Rs. 241/- (Rupees Two Hundred and Forty One Only) per fully paid up Equity Share to acquire 37,53,933 Equity Shares of Rs. 10/- each fully paid up representing 26 % of the Equity Share Capital of Liberty Phosphate Limited (“Target Company”) Registered Office: 74 / 75 GIDC, Nandesari, Vadodara, Gujarat 391340, India. (Tel No. + 91 265 2840 066; Fax No. + 91 265 2840 096) (the “Offer”) Note: • This Offer is being made pursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof (“SEBI (SAST) Regulations”). • This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19 of the SEBI (SAST) Regulations. • This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. • As on the date of this LOF, to the best of the knowledge of the Acquirer, there are no regulatory or statutory approvals required to make this Offer. However, in case of any regulatory or statutory approvals being required at a later date before the closure of the Offer, the Offer shall be subject to all such approvals and the Acquirer shall make the necessary applications for such approvals. • If there is any upward revision of the Offer Price by the Acquirer upto three working days prior to the commencement of the tendering period i.e. up to Monday, May 27, 2013 or in the case of withdrawal of the Offer, the same would be informed by way of a public announcement in the same newspapers in which the original Detailed Public Statement had appeared. Such revised Offer Price would be payable for all the Equity Shares validly tendered anytime during the period that the Offer is open and accepted under the Offer. • There has been no competing offer as of the date of this Letter of Offer. • A copy of Public Announcement, Detailed Public Statement and Letter of Offer (including Form of Acceptance-cum Acknowledgement) is also available on Securities Exchange Board of India (“SEBI”) website: www.sebi.gov.in MANAGER TO THE OFFER REGISTRAR TO THE OFFER AXIS CAPITAL Axis Capital Limited Karvy Computershare Private Limited 1st Floor, Axis House, C-2, Wadia International Centre, Unit : – Coromandel - LPL Open Offer P.B. Marg, Worli, Mumbai- 400025. Plot no. 17-24, Vithalrao Nagar Madhapur, Tel. No.: + 91 22 4325 3101 Hyderabad - 500 081. Fax No- +91- 22- 4325 3000 Tel: +91 40 44655000 / 23420815-23, Email: [email protected] Fax: +91 40 23431551 Website: www.axiscapital.co.in E-mail: [email protected] Contact Person: Mr. Sonal Sinha / Ms. Simran Gadh Contact Person: M. Murali Krishna / R. Williams SEBI Registration No.: INM000012029 SEBI Registration Number: INR000000221 OFFER OPENS ON: Friday, May 31, 2013 OFFER CLOSES ON: Thursday, June 13, 2013 SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER Activity Day and Date Revised Dates Public Announcement (“PA”) date Thursday, January 24, 2013 Thursday, January 24, 2013 Detailed Public Statement (“DPS”) date Friday, February 01, 2013 Friday, February 01, 2013 Last date for a Competing Offer Monday, February 25, 2013 Monday, February 25, 2013 Identified Date* Wednesday, March 06, 2013 Friday, May 17, 2013 Last date by which Letter of Offer will be dispatched to the shareholders of the Target Company Wednesday, March 13, 2013 Friday, May 24, 2013 Issue opening Public Announcement date Tuesday, March 19, 2013 Thursday, May 30, 2013 Last date by which Board of Directors of the Target Company shall Monday, March 18, 2013 Wednesday, May 29, 2013 give its recommendation Date of commencement of tendering period (Offer opening date) Wednesday, March 20, 2013 Friday, May 31, 2013 Date of expiry of tendering period (Offer closing date) Thursday, April 04, 2013 Thursday, June 13, 2013 Date by which all requirements including payment of consideration would be completed. Monday, April 22, 2013 Thursday, June 27, 2013 * Identified Date is only for the purpose of determining the names of the Shareholders of the Target Company as on such date to whom the Letter of Offer would be sent. It is clarified that all the shareholders holding Equity Shares of the Target Company (registered or unregistered) (except the parties to the SPA) are eligible to participate in this Offer any time before the closure of this Offer. NOTE: Duly signed Form of Acceptance cum- Acknowledgment along with transfer deed(s) together with share certificate(s) should be dispatched by registered post/courier or hand delivered to the Registrar to the Offer or their collection centres on or before closure of the tendering period (i.e. before Thursday, June 13, 2013). RISK FACTORS I. Risk Factors relating to the transaction • The Offer is subject to (i) the compliance of the terms and conditions as set out under the Share Purchase Agreement and (ii) receipt of approvals as more particularly set out in paragraph F of this Letter of Offer.. It may be noted that as on the date of this Letter of Offer, the approvals as more particularly set out in paragraph F of this Letter of Offer have been obtained and the terms and conditions as set out under the Share Purchase Agreement have been fulfilled pursuant to which closing of the Share Purchase Agreement has been completed under the terms of Regulation 22(2) of SEBI (SAST) Regulations. To the best of the knowledge of the Acquirer, as of the date of this Letter of Offer, no statutory or regulatory approval is required to acquire the Equity Shares tendered pursuant to this Offer. However, the Offer would be subject to all statutory or regulatory approvals that may become applicable at a later date. The Acquirer reserves the right to withdraw the Offer in accordance with Regulation 23(1)(a) of the SEBI (SAST) Regulations in the event the requisite statutory approvals that may be necessary at a later date are refused. • If at a later date, any other statutory or regulatory or other approvals / no objections are required, the Open Offer would become subject to receipt of such other statutory or regulatory or other approvals / no objections. II. Risks relating to the Offer • The Open Offer is an offer to acquire not more than 26% of the Voting Share Capital of the Target Company from the Eligible Shareholders. In the case of over subscription in the Open Offer, acceptance would be determined on a proportionate basis and hence there is no certainty that all the Shares tendered by the Eligible Shareholders in the Open Offer will be accepted. • As of the date of this Letter of Offer, no other statutory approvals are required, by the Acquirer to complete the Open Offer. However, the Offer would be subject to all statutory or regulatory approvals that may become applicable at a later date. In the event that either: (a) regulatory or statutory approvals are not received in time, (b) there is any litigation leading to a stay/injunction on the Offer or that restricts/restrains the Acquirer from performing its obligations hereunder, or (c) SEBI instructing the Acquirer not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the Eligible Shareholders whose Shares are accepted under the Offer as well as the return of Shares not accepted under the Offer by the Acquirer may get delayed. In case the delay is due to non-receipt of statutory approval(s), then in accordance with Regulation 18(11) of the SEBI (SAST) Regulations, SEBI may, if satisfied that non-receipt of approvals was not due to any willful default or negligence on the part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer agreeing to pay interest to the validly tendering Shareholders. • The tendered Shares and documents would be held by the Registrar to the Offer in trust for the Acquirer, till the process of acceptance of tenders and the payment of consideration is completed. The Shareholders will not be able to trade in such Shares which are in the custody of the Registrar to the Offer. During such period, there may be fluctuations in the market price of the Shares. The Acquirer makes no assurance with respect to the market price of the Shares both during the period that the Offer is open and upon completion of the Offer and disclaims any responsibility with respect to any decision by the Shareholders on whether or not to participate in the Offer. • The Acquirer and the Manager to the Offer accept no responsibility for the statements made otherwise than in this Letter of Offer/ Detailed Public Statement/ Public Announcement and anyone placing reliance on any other source of information (not released by the Acquirer, or the Manager to the Offer) would be doing so at his/her/their own risk.