IL&FS Investsmart - Updates on Open Offer

SBI Capital Markets Ltd ("Manager to the Offer"), on behalf of E*TRADE Mauritius Ltd ("Acquirer") along with E*TRADE Financial Corporation ("ETFC") and Converging Arrows Inc. ("CAI") together referred to as the [Persons Acting in Concert ("PACs")], has issued this Corrigendum to the Public Announcement ("PA"), to the equity shareholders of IL&FS Investsmart Ltd (Target Company) which is in continuation of and should be read in conjunction with the Public Announcement (PA) dated October 09, 2006, pursuant to and in compliance with the Regulations 10, 12 & Other applicable provisions of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 & subsequent amendments thereto (the "SEBI (SAST) Regulations/ Regulations"). The shareholders of the Target Company are requested to not the following developments / amendments:

1. Revise Schedule of Activities:

Securities & Exchange Board of India ("SEBI") issued its observations / comments on the draft Letter of Offer on November 20, 2006 & December 28, 2006. The date with respect to various activities as per the disclosure made in the PA have undergone a change. Letter of Offer along with the Form of Acceptance cum Acknowledgement & Form of Withdrawal is being dispatched to the shareholders of the Target Company & the revised schedule of activities is as follows:

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Activity				Original Schedule		Revised Schedule
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Specified Date			November 03, 2006		November 03, 2006
Date of Opening of the Offer	December 01, 2006		January 25, 2007
Date of Closing of the Offer	December 20, 2006		February 13, 2007
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2. The Offer

a. Please note that in the Public Announcement issue on October 09, 2006, under para 5(f), Emerging Voting Capital was calculated taking into account the outstanding ESOPs which have been vested and may be eligible to be exercised within 15 days after the closure of the offer in terms of Regulations 21(1)& 21(5) of the Regulations. This information was ascertained from the annual reports of the Target Company.

b. Subsequent to the filing of the PA with SEBI, we were informed by the Target Company that no ESOPs are getting converted into equity shares as at the expiration of 15 days after the closure of the Open Offer in terms of the Regulations.

c. In light of this fact, there is a change in the offer size as mentioned in the PA. The total offer size now stands at 13,861,508 equity shares of the Target Company which is 20% of the fully paid up equity shares of the Target Company i.e. 69,307,538.

3. Change in the Registrar to the Open Offer

Intime Spectrum Registry Ltd ("ISRL"), who has been acting as the Registrar to the Open Offer, informed the Acquirer that an order dated December 21, 2006 was passed by the 4th Civil Judge (Senior Division) at Alipore restraining ISRL from acting in furtherance of any new contracts pertaining to the business of Registrar to issue & Share Transfer Agent which ISRL has entered into after August 18, 2006.

In the light of the above, the Acquirer has terminated the services of ISRL and has appointed Sharepro Services (India) Pvt Ltd to act as the Registrar to this Open Offer.

All other terms & conditions of the Open Offer remain unchanged.

Source : Equity Bulls

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