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SBI Capital Markets Ltd (”Manager to the Offer”) on behalf of HSBC Securities & Capital Markets India Pvt Ltd (”HSCI”), HSBC Violet Investments Mauritius Ltd (”Violet”) (”the Acquirers”) alongwith HSBC Investment Bank Holdings BV (”HIBH”) (Person acting in concert with HSCI) and the Hongkong and Shanghai Banking Corporation Ltd, Hong Kong (”HBAP”) (Person acting in concert with Violet) (”PACs with Acquirers”), has issued this Corrigendum to the Public Announcement to the shareholders of IL&FS Investsmart Ltd (”Target Company”), which is in continuation of & should be read in conjunction with the Public Announcement (”PA”) dated May 20, 2008, in compliance with Regulations 10 and 12 and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI (SAST) Regulations”).

The Shareholders of Target Company are requested to kindly note the following amendments with respect to the PA

Paragraph 7 of the PA

1. Please note that, under Para 26, Emerging Voting Capital was calculated taking into account the outstanding ESOPs which have been granted and may be eligible to be vested and exercised within 15 days after the closure of the offer in terms of Regulations 21(1) and 21(5) of the Regulations. This information was ascertained from the annual reports of the Target Company.

2. Subsequent to the filling of the PA with SEBI, the Target Company has advised that no ESOPs can be vested and exercised by the employees during the Offer and 15 days there from i.e. after the closure of the Offer in terms of Regulation 21(5) of the SEBI (SAST) Regulations.

3. In light of this fact, the Voting Capital of the Target Company stands reduced from 7,21,11,273 Equity Shares (Emerging Voting Capital) to 6,98,36,273 Equity Shares and therefore number of the equity shares to be acquired under the Offer stands reduced from 1,44,22,255 to 1,39,67,255 which is 20% of the voting capital of the Target Company i.e. 6,98,36,273. Accordingly, the Offer Size also stands reduced from Rs 2,88,44,51,000 to Rs 2,79,34,51,000 (Rupees Two hundred seventy nine cores thirty four lakes fifty one thousand only).

The terms not defined herein will have the same meaning as defined in the PA. All other terms and conditions of the Open Offer remain unchanged.

Tags: IL&FS Investsmart

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