Pantaloons: Retailing and Draft Letter

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Draft Letter of Offer
For Equity Shareholders of the Company Only
PANTALOON RETAIL (INDIA) LIMITED
(Originally incorporated as Manz Wear Private Limited on October 12, 1987. The Company’s name was changed to Manz Wear Limited on September 20,1991, further to Pantaloon Fashions (India) Limited on September 25, 1992 and to Pantaloon Retail (India) Limited on July 7 1999) Registered and Corporate Office: Pantaloon Knowledge House, Shyam Nagar, Off. Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai 400 060. The Registered Office of the Company was shifted from Venkatesh Bhavan, 4th Floor 86 Mirza Street, Mumbai 400003 to Pantaloon House , G 11 , M.I.D.C. Cross Road A, Andheri East, Mumbai 400 093 ) Tel: (+91 22) 56442200 Fax: (+91 22) 56442201

E-mail: compliance.officer@pantaloon.com Website: www.pantaloon.com Contact Person: Mr. Pradeep Jain
For private circulation to the Equity Shareholders of the Company only DRAFT LETTER OF OFFER
ISSUE OF 4,481,180 EQUITY SHARES OF Rs. 10 EACH AT A PREMIUM OF RS. 490 PER EQUITY SHARE AGGREGATING RS. 2,240.59 MILLION TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF ONE EQUITY SHARE FOR EVERY FIVE EQUITY SHARES HELD ON THE RECORD DATE [•] (“ISSUE”). THE ISSUE PRICE IS 50 TIMES OF THE FACE VALUE OF THE EQUITY SHARE

GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page 5 of this Draft Letter of Offer before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING

The existing Equity Shares of the Company are listed on Bombay Stock Exchange Limited-Designated Stock Exchange (“BSE”), The National Stock Exchange of India Limited (“NSE”), The Delhi Stock Exchange Association Limited (“DSE”) and the Stock Exchange of Ahmedabad (“ASE”). The Company has received “inprinciple” approvals from BSE, NSE, DSE and the ASE for listing the Equity Shares arising from this Issue vide letters dated [•],[•],[•] and [•], 2005, respectively. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

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Enam Financial Consultants Private Limited
801/802, Dalamal Towers,
Nariman Point,
Mumbai 400 021.
Tel: (+91 22) 5638 1800.
Fax: (+91 22) 2284 6824.
Email:prilrights@enam.com
Contact Person : Ms. Lakha Nair
Website: www.enam.com
Intime Spectrum Registry Limited
C – 13, Pannalal Silk Mills Compound
L.B.S. Marg, Bhandup (West), Mumbai 400 078
Tel: +91 22 5555 5491.
Fax: +91 22 5555 5499
Contact Person : Mr. Vishwas Attawar
Email:pantaloon@intimespectrum.com
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR REQUEST
FOR SPLIT APPLICATION
FORMS
ISSUE CLOSES ON
[•] [•] [•]
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