gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDDate of No. of Face % of post Offer Lock-in periodAcquisition Shares Value (Rs.) Paid-up Equity CapitalMrs. T. Indira Reddy07-11-2005 20,00,000 10 20% 3 yearsTotal 20,00,000Other than as stated above and Equity Shares being offered for sale in the Offer for Sale, our entire pre-Issue equity share capital will be locked-in for the period of one year from the date of Allotment of EquityShares in this Offer.In terms of Clause 4.14.2 of the SEBI (DIP) Guidelines, the requirements of Clause 4.14.1 of the SEBI (DIP)Guidelines shall not be applicable to Venture Capital Funds and Foreign Venture Capital Investors registeredwith SEBI. Consequently, 9,20,000 equity shares representing 10.22% and 9.20% of the pre-Offer and post-Offer equity share capital held by IL&FS Private Equity Trust through its scheme “Leverage India Fund”, aVenture Capital Fund, is exempt from lock-in provisions of SEBI (DIP) Guidelines. Further, 6,00,000 EquityShares representing 6.67% and 6.00% of the pre-Offer and post-Offer equity share capital held by 2i Capitalpcc, a Foreign Venture Capital Investor, is also exempt from lock-in provisions of SEBI (DIP) Guidelines. TheSelling Shareholders sold these 15,20,000 Equity Shares to Leverage India Fund and 2i Capital pcc at aprice of Rs. 275/- per Equity share on January 30, 2006 and March 27, 2006 respectively.The total number of equity shares which are locked-in for one year is 35,80,000 Equity Shares. The promotersof our Company viz. Mrs. T.Indira Reddy has vide their letter dated June 12, 2006 given their consent for lockin as stated above. The shares acquired last have been locked in first and the lock in period shall commencefrom the date of allotment of shares in the Public Offer.Locked-in Equity Shares held by the Promoters can be pledged with banks or financial institutions as collateralsecurity for loans granted by such banks or financial institution. The equity shares to be held by the promotersunder lock-in period shall not be sold/ hypothecated/ transferred during the lock-in period.However, in termsof Clause 4.16.1 (b) of the SEBI Guidelines, the Equity Shares held by promoters may be transferred to andamong the Promoter Group or to a new promoter or persons in control of the Company subject to continuationof the lock-in in the hands of the transferee for the remaining period and compliance with SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997 as applicable.Further in terms of clause 4.16.1(a) of the SEBI Guidelines, Equity Shares held by the shareholders otherthan the Promoters may be transferred to any other person holding shares which are lock-in as per Clause4.14 of the SEBI Guidelines subject to continuation of thr Lock-in in the hands of the transfrees for theremaining period and compliance with SEBI Takeover Regulations, as applicable.18