| Basis of Allotment |
House of Pearl Fashions Limited (The Company was incorporated as Mina Estates Private Limited on July 5,1988 under the Companies Act ,1956, as amended. The name of the Company was subsequently changed to House of Pearl Fashions Private Limited by a special resolution of the shareholders of the Company at an extraordinary general meeting held on May9, 2006. The fresh certificate of incorporation consequent upon the change of name was granted on June 19,2006, by the Registrar of Companies, Delhi and Haryana, located at New Delhi {the "RoC"). The Company became a public limited company pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on June 28,2006. Pursuant to this resolution, the name of the Company was changed to House of Pearl Fashions Limited. The certificate of Incorporation to reflect the new name was amended on July 31,2006 by the RoC. For details of change in name and registered office, please see the section "History and Certain Corporate Matters" beginning on page 97 of the Prospectus dated January 29, 2007.) Registered Office: A-3, Community Centre, Naraina Industrial
Area, Phase II, New Delhi -110028, India Tel: (91) 1141417680; Fax: (91) 1141417683 BASIS OF ALLOCATION PUBLIC ISSUE OF 5,984,994 EQUITY SHARES OF RS.10 EACH ("EQUITY SHARES") OF HOUSE OF PEARL FASHIONS LIMITED ("HoPFL", OR "HOUSE OF PEARL", OR THE "COMPANY", OR THE "ISSUER") FOR CASH AT A PRICE OF RS.550 PER EQUITY SHARE, AGGREGATING RS.3,291.7 MILLION, COMPRISING A FRESH ISSUE OF 4,759,794 EQUITY SHARES OF RS.10 EACH BY THE COMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 1,225,200 EQUITY SHARES OF RS.10 EACH BY MR, DEEPAK SETH, MRS. PAYEL SETH, MR, PALLAK SETH AND MR. PULKIT SETH (THE "SELLING SHAREHOLDERS"). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHER REFERRED TO HEREIN AS THE "ISSUE". 122,600 EQUITY SHARES OF RS.10 EACH WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY EMPLOYEES (AS SPECIFICALLY DEFINED IN THE SECTION "DEFINITIONS AND ABBREVIATIONS" OF THE PROSPECTUS) AT THE ISSUE PRICE (THE "EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION SHALL BE HEREINAFTER REFERRED TO AS THE "NET ISSUE". THERE WILL ALSO BE A GREEN SHOE OPTION OF UP TO 612,060 EQUITY SHARES FOR CASH AT A PRICE OF RS.550 PER EQUITY SHARE AGGREGATING RS.336.6 MILLION (THE "GREEN SHOE OPTION"). THE ISSUE WILL CONSTITUTE 31.38% OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY ASSUMING THAT THE GREEN SHOE OPTION IS NOT EXERCISED AND 33.52% OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY ASSUMING THAT THE GREEN SHOE OPTION IS EXERCISED IN FULL. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE ISSUE PRICE IS 55 TIMES THE FACE VALUE. This Issue is being made through a 100% Book Building Process wherein at least 50% of the Net issue shall be allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. If at least 50% of the Net Issue cannot be allotted to QIBs, then the entire application money will be refunded. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. Further, 122,600 Equity Shares shall be available for allocation on a proportionate basis to Employees, subject to valid Bids being received at or above the Issue Price. The Issue opened for subscription on Tuesday, January 16, 2007 and closed on Tuesday January 23, 2007. The Issue has received 39,804 applications for 24,189,420 Equity Shares resulting in 3.66670 times subscription. The details of the subscription received in the Issue from Qualified Institutional Buyers, Non-Institutional, Retail and Employee Reservation categories (before technical rejections) are as under:
* After eliminating cheque returns. # Including bids received at cut-oil price. The Green Shoe Option of up to 612,060 Equity Shares has also been considered for calculating the level of subscription. Final Demand A summary af the final demand at different bid prices is as under.
The Basis of Allocation was finalised in consultation with the Designated Stock Exchange - the Bombay Stock Exchange Limited ("BSE") on Tuesday, February 6, 2007. The IPO Committee of Directors of the Company vide resolution dated February 6, 2007 has approved the basis of allocation of Equity Shares and allotted the Equity Shares to various successful applicants. A) ALLOCATION TO ELIGIBLE EMPLOYEES The Company has received 59 valid applications for 13,650 Equity Shares in this category resulting in 0.11134 times subscription. The number of Equity Shares allotted to Retail Individual Bidders is 13,650. Full and firm allotment has been made to all valid applications in this category B) ALLOCATION TO NON-iNSTfTUTIONAL BIDDERS The Company has received 42 valid applications for 172,830 Equity Shares in this category resulting in 0.17796 times subscription. The number of Equity Shares allotted to Non-Institutional Bidders is 172,830. Full and firm allotment has been made to all valid applications in this category. The under-subscription in the Employee Reservation Portion and Non-Institutional Bidders aggregating to 907,288 Equity Shares has been treated as part of the Net Issue and allocation of the same has been made first to Retail Individual Bidders and then to Qualified Institutional Buyers. C) ALLOCATION TO RETAIL INDIVIDUAL BIDDERS The Company has received 38,647 valid applications for 2,334,390 Equity Shares in this category resulting in 1.03015 times subscription. As mentioned above, after considering the under-subscription in the Employee Reservation Portion and Non-Institutional Bidders, the number of Equity Shares allotted to Retail Individual Bidders is 2,334,390. Full and firm allotment has been made to all valid applications in this category. D) ALLOCATION TO QUALIFIED INSTITUTIONAL BUYERS
The Confirmation of Allocation Note ("CAN") and Refund Orders in respect of refunds due to applicants are being dispatched to the address of the investors as registered with the depositories, in case the same is not received within ten (10) days, investors may contact the Registrar to the Issue at the address given below. The Refund Orders have been over-printed with the Bank Mandate details as registered, if any, with the depositories. The Equity Shares allotted to successful applicants are being credited to their respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is taking steps to get the Equity Shares admitted for trading on National Stock Exchange of India Limited ("NSE") and The Bombay Stock Exchange Limited ("BSE") within seven (7) working days from the date of approval of Basis of Allocation. INVESTORS PLEASE NOTE These details of allotment made would be hosted on the website of the Registrar to the Issue, Intime Spectrum Registry Limited at www.intimespectrum.com All future correspondence in this regard may kindly be addressed to the Registrar to the Issue, Intime Spectrum Registry Limited, quoting full name of the First / Sole Applicant, Serial Number of the Bid cum Application Form, Number of Equity Shares bid for, Name of the Member of the Syndicate, Place where the bid was submitted and payment details at the address given below: Intime Spectrum Registry Limited This communication is intended for release solely in India. This communication is not
an offer of securities for sale in any other jurisdiction, including the United States.
The securities may not be offered or sold in the United States absent registration or an
exemption from registration under the US Securities Act of 1933. |
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| Place: Gurgaon Date: February 7, 2007 |
For House of Pearl Fashions Limited |
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| THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF HOUSE OF PEARL FASHIONS LIMITED. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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