SBI Capital Markets Ltd ("Manager to the Offer"), on behalf of HSBC Securities and Capital Markets (India) Pvt Ltd and HSBC Violet Investments (Mauritius) Ltd ("Acquirers") has issued this Corrigendum to the Public Announcement to the Equity Shareholders of HSBC InvestDirect (India) Ltd (formerly known as IL&FS Investsmart Ltd) ("HIDIL"/"Target Company") which is in continuation of & should be read in conjunction with the Bid Letter dated April 13, 2010 ("Bid Letter") and Public Announcement ("PA") dated April 10, 2010 (PA and First Corrigendum collectively ("Announcements") in respect of the delisting of the fully paid up equity shares of the Target Company pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") to acquire 50,18,330 fully paid-up equity shares of face value of Rs 10/- each ("Offer Shares") representing 7.11% of the paid up equity share capital of the Company ("Delisting Offer").
The equity shareholders of HIDIL are requested to kindly note the following subsequent
developments with respect to the Delisting Offer:
Revision in Offer Shares:
1. Target Company has vide resolution dated April 21, 2010 passed by its Committee of
Directors, allotted 2,23,000 fully paid up equity shares of Rs.10/- each pursuant to the
exercise of 2,23,000 options (out of 7,04,500 vested options) under the ESOP Scheme-2006 in terms of SEBI (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999. Thus, as on date, 4,81,500 vested options are outstanding with employees/ ex-employees of the Company and accordingly Para 4(c) of the PA and Para 4(d) of the Bid Letter stands revised.
2. Pursuant to the above allotment, the paid up equity share capital of the Company has
increased from Rs. 70,56,67,730/- consisting of 7,05,66,773 equity shares of Rs 10/- each to Rs 70,78,97,730/- consisting of 7,07,89,773 equity shares of Rs 10/- each and accordingly the Offer Shares stand revised from 50,18,330 equity shares to 52,41,330
equity shares ("Revised Offer Shares"), now representing 7.40% of the increased paid up
equity share capital of the Company. Also, the Acquirers collective holding of
6,55,48,443 equity shares representing 92.89% of the paid up equity share capital, stands
revised to 92.60% of the increased paid-up share capital of the Company. Further, Acquirers individual shareholding in the Company stands revised from 49.49% and 43.40% respectively to 49.33% and 43.27% respectively. Paras 1(e), 6 and 8(a) of the PA, definition of ''Offer Shares'' on page no. 3 of the Bid Letter and Paras 1(e), 6 and 16(a) of the Bid Letter with respect to the Offer Shares; Paras 1(c), 4(c) and 6 of the PA, definition of ''Paid up Equity Share Capital of the Company'' on page no. 4 of the Bid Letter and Paras 1(c), 4(d), 4(e) and 6 of the Bid Letter with respect to the total number of equity shares and paid up equity share capital of the Company; Paras 1(c), 2, 4(c), 5 and 6 of the PA and Paras 1(c), 2, 4(e), 4(f) and 6 of the Bid Letter with respect to percentage holding of the Acquirers in the Company stands revised accordingly. Also, Para 10(b) of the PA and Para 9(b) of the Bid Letter stands revised so that 50% of the Offer Shares" would be 26,20,665 equity shares instead of 25,09,165 equity shares.
3. Also, based on the floor price of Rs.124, the Offer Size stands revised to Rs.
64,99,24,920/- (Sixty-Four Crores Ninety-Nine Lacs Twenty-Four Thousand Nine Hundred and Twenty only) ("Revised Offer Size"). Paras 1(e) and 8(a) of the PA, definition of "Offer Size" on page no. 3 of the Bid Letter and Paras 1(e), 16(a) and 16(b) of the Bid Letter with respect to the Offer Size stands revised accordingly.
4. In terms of regulation 11(1) of the Delisting Regulations, the Acquirers have deposited
an additional amount, which is in excess of 100% of the incremental consideration payable upon such revision, in the Escrow Account maintained with The Hongkong and Shanghai Banking Corporation Limited ("HSBC Bank"). Accordingly, the Escrow Account with HSBC Bank holds an amount aggregating Rs.65,00,00,000/- (Rupees Sixty Five Crores Only) as on date of this First Corrigendum. Para 8(b) of the PA and Para 16(b) of the Bid Letter stands revised accordingly.
5. Accordingly, the Delisting Offer made shall be deemed to be successful if, the shareholding of the Acquirers taken together with the shares accepted in the book- building offer through eligible bids at the Exit Price, reaches at least 6,81,69,108
equity shares constituting 96.30% of the increased paid-up equity share capital being the
aggregate of pre-offer shareholding of the Acquirers and fifty per cent of the Revised
Offer Shares. Paras 10 (c) and 11 of the PA and Paras 9(c) and 10 of the Bid Letter stands
References to Offer Shares, Offer Size and Paid up Equity Share Capital of the Company
throughout the PA and the Bid Letter shall stand revised accordingly.
The capitalized terms used but not defined herein will have the same meaning as defined
in the PA/Bid Letter. All other terms and conditions of the Delisting Offer shall remain