ZEE LEARN LIMITED Our Company was incorporated as a public limited company pursuant to a certificate of incorporation dated January 4, 2010 and with Company Identification Number L80301MH2010PLC198405 Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai, Maharasthra, India - 400018; Corporate Office: 6th Level, Fun Republic, Off New Link Road, Andheri (West), Mumbai – 400 053 Tel. No: +91-22-66971234; Fax: +91-22-24940069 Website:www.zeelearn.com Compliance Officer and Contact Person: Mr. Samir Raval; E-mail:
[email protected] Offering of 5,617,977 Global Depositary Receipts each representing 10 Share of par value `1 at an Offering Price of US$ 3.56 per Global Depositary Receipt. Zee Learn Limited (the "Company", the "Issuer" or "ZLL") is offering 5,617,977 Global Depositary Receipts ("GDRs"), each representing Ten (10) equity share of our Company of nominal value `1 each (the "Shares"), at a price of US$ 3.56 per GDR ("Offering Price"). The GDRs will be issued in global form. The GDRs will be represented by a master global depositary receipt certificate (the"Master GDR Certificate"), in registered form, which will be deposited on or about the Closing Date with a common depositary for, and registered in the name of a common nominee of, Euroclear Bank S.A./N.V., ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream" or "Clearstream, Luxembourg"). Beneficial interests in the GDRs represented by the Master GDR Certificate will be shown on, and transfers thereof will be effected only through, book-entry records maintained by Euroclear and Clearstream, Luxembourg. Interests in the Master GDR will be exchangeable for GDRs in definitive form as set out in "Summary of Provisions relating to the GDRs while in Master Form" and "Transfer Restrictions" The GDRs will be issued pursuant to a deposit agreement dated May 22, 2013 (the "Deposit Agreement"), dated the Closing Date (as defined below), between our Company and Deutsche Bank Trust Company Americas as depositary (the "Depositary").