Promethean India plc
last updated 26 February 2008


This information, along with the current news section, is disclosed in accordance with AIM Rule 26.

The Company
Promethean India plc is an investment company which intends to generate returns for its shareholders by investing through the Group in businesses that are established or operating in India in special situations.

Investing Strategy
The Group will invest in both private and public businesses and across the small, mid and large-cap range of companies. The Investment Manager will actively manage a concentrated portfolio of investments. The Group will be a value and growth orientated investor, targeting opportunities in the areas of domestic growth plays, international expansion opportunities and restructuring opportunities, where there is a clear ability for the team to add value by various methods, including by virtue of its network, operating knowledge, ability to secure local licences, and find high quality management where required.

The directors of the company are experienced company executives who are well positioned to supervise the investment manager in the investment decision making process and all necessary due diligence.

The Directors, all of whom are non-executive, are as follows:

Sir Peter Burt (Chairman) (Age 63)
Sir Peter Burt started his career with Hewlett Packard in California. Prior to that he was a Thouron scholar at the University of Pennsylvania’s Wharton School where he completed an MBA. Sir Peter Burt spent most of his career with Bank of Scotland where he became Chief General Manager and Chairman of the Management Board in 1988, later becoming Group CEO. Following the merger with Halifax he became Deputy Chairman in 2001 of HBOS plc. He retired from HBOS plc in January 2003.  He was formerly a non-executive director of Shell Transport and Trading plc, of Royal Dutch Shell plc and is the former non-executive chairman of ITV plc. He is also a non-executive director and chairman of Promethean plc, a former adviser to Apax Partners, and also a director of several other companies.

Frank Hancock (Age 45)
Frank Hancock has had around 20 years experience as an emerging markets investment banker in the Middle East, Africa, Eastern Europe, and for the past 11 years, in India. Frank currently heads corporate finance for ABN AMRO in India where he is responsible for the M&A advisory and equity capital markets activities of the bank in that country.  During his 7 years at ABN AMRO, Frank has worked on numerous transactions in the public and private sectors in India. These have included leading the team that advised the government of India on the US$3 bn restructuring of New Delhi and Mumbai airports, numerous other M&A transactions, and many capital markets deals, including the US$500m convertible issue of Housing Development Finance Corporation in July 2005 (the largest ever such issue out of India at that time).  Prior to joining ABN AMRO, Frank worked for 11 years with S.G. Warburg, first of all in its Overseas Advisory department, where he worked on large privatisations and debt restructurings in Poland, Nigeria, Bulgaria, and other emerging markets, and latterly in India, where he ran Warburg's corporate finance business. Before joining S.G. Warburg, Frank worked for 2 years in the Export and Project Finance Department of Morgan Grenfell.  Frank has MAs in Classics from Christ Church, Oxford, and Arabic Studies from Georgetown's School of Foreign Service.

Elizabeth Tansell (Age 45)
Elizabeth Tansell is a chartered accountant and has 20 years' experience in the fund administration sector. She joined Rawlinson & Hunter, an international firm of Chartered Accountants in 1990 and in 1995 became a partner responsible for the firms fund administration business. In 1999, Elizabeth was appointed managing director, a role which she continued in until 2004 when assets under administration had grown to approximately US$2.5 billion. In November 2004, together with Keith Corkill she established Chamberlain Fund Services Limited an independent third party fund administrator based in the Isle of Man. Elizabeth is a director of a number of offshore funds investing in a variety of investment instruments and geographical locations.

James N. Hauslein (Age 48)
Mr. Hauslein is currently Managing Director of Hauslein & Company, Inc., a private equity firm and was previously Chairman and Chief Executive Officer of Sunglass Hut International, Inc. From 1987 to 2001 Mr. Hauslein was a principal shareholder and from 1991-2001 served as Chairman of the Board of Sunglass Hut. Sunglass Hut was acquired by an investment group including Mr. Hauslein in 1987, and grew from $23 million in sales in fiscal 1986 to $680 million in fiscal 2000. The Luxottica Group (NYSE: LUX) acquired Sunglass Hut (NASDAQ: RAYS) in April 2001 for over $680 million in cash. As part of his private equity investment Mr. Hauslein served on the Board of Directors of Crunch Fitness (a chain of 18 fitness clubs in 5 states which was acquired by Bally’s Total Fitness (NYSE) in December 2001), and currently serves on the Board of Closer Healthcare, Inc, Interstate Connections, Inc, and Freedom Acquisition Holdings, Inc. (AMEX: FRH.U) a $528 million general purpose SPAC.  Mr. Hauslein was previously a partner of the private equity firm of Kidd, Kamm & Company, Inc. Mr. Hauslein received his MBA in 1984, with Distinction, from Cornell University’s Johnson Graduate School of Management, and he received a Bachelor of Science Degree, in Chemical Engineering, from Cornell University in May 1981. Mr. Hauslein also serveds on a number of other boards.

Nick Agarwal (Age 39)
Nick Agarwal has had around 15 years’ experience as an investment banker and investment manager in the United States, Europe and Eastern Europe. Nick currently works at Magnetar Capital, a multi-billion dollar multi-strategy hedge fund, where he originates and executes privately structured credit and equity investments. Prior to joining Magnetar Capital, Nick worked most recently as an investment banker at Banc of America Securities and J.P. Morgan Securities, where he completed numerous leveraged finance, equity capital market and merger and acquisition advisory transactions for private equity firms. Nick has an MBA from Stanford University’s Graduate School of Business and a BA in Economics from Amherst College.

Board of Directors’ Responsibilities
The Directors have overall responsibility for the Company’s activities. The Directors are responsible, inter alia, for monitoring the performance of and for appointing, supervising, directing, and, if necessary, replacing the Company’s service providers.  The Directors recognise the importance of sound corporate governance and the value of the Combined Code, and they will take appropriate measures to ensure that the Company complies with the Combined Code to the extent considered appropriate for a company of its size and nature of business.

Country of Incorporation
Isle of Man (the rights of shareholders may therefore be different from the rights of shareholders in a UK incorporated company).

Main country of Operation
India

Click here for Promethean India's current constitutional documents.

Click here for the latest report and accounts.

Number of Ordinary Shares in Issue: 50,000,000

Significant Shareholders 
Promethean Investments (General Partner) Limited  
19.99%
Vidacus Nominees Limited     
16.09%
Allsec Nominees Limited    
15.00%
EGI – Private Equity II, L.L.C.
15.00%
Bank Leumi ( Switzerland )
6.00%
NCB Broking Nominees  
4.00%
 
Shares not in public hands    
0.00%

Click here for Promethean India's recent admission document.

List of advisors:

Nominated Adviser
Seymour Pierce Limited
20 Old Bailey
London
EC4M 7EN
Legal Advisers to the Company
(as to Indian law)
AZB & Partners
F-40, N.D.S.E Part – 1
New Delhi 110 049
India
Company Secretary and Registered Office
Elizabeth Tansell
3rd Floor, Exchange House
54-62 Athol Street
Douglas
Isle of Man IM1 1JD
Investment Adviser
Promethean India Advisors Private Limited
22, Site IV,
Sahibabad 201010
Ghaziabad
Uttar Pradesh
India
Auditors
Grant Thornton
19/21 Circular Road
Douglas
Isle of Man IM99 2BE
Legal Advisers to the Company
(as to English and US law)
Lovells
Atlantic House
Holborn Viaduct
London EC1A 2FG
Legal Advisers to the Company
(as to Mauritian law)
Moorari Gujadhur
Madun Gujadhur Chambers
First Floor, Fon Sing Building
Pope Hennessy Street
Port Louis
Mauritius

Manager
Promethean 2 Limited
3rd Floor, Exchange House
54-62 Athol Street
Douglas
Isle of Man IM1 1JD

Legal Adviser to the Nominated Adviser, Broker
and the Placing Agent
Wedlake Bell
52 Bedford Row
London WC1R 4LR

Investment Manager
Promethean Investments LLP
23A Conduit Street
London W1S 2XS
Legal Advisers to the Company
(as to Isle of Man law)
Cains Advocates Limited
15-19 Athol Street
Douglas
Isle of Man IM1 1LB
Placing Agent and Broker
Fairfax I.S. PLC
46 Berkeley Square
Mayfair
London W1J 5AT