Basis of Allotment

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITE

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR SECURITIES. NOT FOR PUBLICATION OR DISTRIBUTION. DIRECTLY OR INDIRECTLY OUTSIDE INDIA

ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED

Our Company was incorporated at Mumbai on July 20, 2000 as ICICI Prudential Life Insurance Company Limited, a public limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement of business on October 16, 2000. For details relating to change in the registered office of our Company, see "History and Certain Corporate Matters" on page 180 of the prospectus dated September 23, 2016 (the "Prospectus"). Registered Office and Corporate Office: ICICI PruLife Towers, 1089, Appasaheb Marathe Marg, Prabhadevi. Mumbai 400 025; Tel: (91 22) 4039 1600; Fax: (91 22) 6662 2031; Contact Person: Vyoma Manek, Company Secretary and Compliance Officer; E-mail: investor@iciciprulife.com; Website: www.iciciprulife.com. Corporate Identity Number: U66010MH2000PLC127837; IRDAl Registration Number: 105, dated November 24, 2000.

OUR PROMOTERS: ICICI BANK LIMITED AND PRUDENTIAL CORPORATION HOLDINGS LIMITED

Our Company has filed the Prospectus dated September 23, 2016 with the Registrar of Companies, Mumbai, Maharashtra (the "Prospectus") and the Equity Shares are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on September 29, 2016.

BASIS OF ALLOTMENT

PUBLIC OFFER OF 181,341,058 EQUITY SHARES OF FACE VALUE OF Rs.10 EACH ("EQUITY SHARES") OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED (OUR "COMPANY") FOR CASH AT A PRICE OF Rs. 334 PER EQUITY SHARE, THROUGH AN OFFER FOR SALE BY ICICI BANK LIMITED ("PROMOTER SELLING SHAREHOLDER"), AGGREGATING TO Rs. 60,567.91 MILLION (THE "OFFER"). INCLUDING A RESERVATION OF 18,134,105 EQUITY SHARES FOR PURCHASE BY ICICI BANK SHAREHOLDERS FOR CASH AT A PRICE OF Rs. 334 PER EQUITY SHARE AGGREGATING TO Rs. 6,056.79 MILLION (THE "ICICI BANK SHAREHOLDERS RESERVATION PORTION"). THE OFFER WOULD CONSTITUTE 12.63% OF OUR POST-OFFER PAID-UP EQUfTY SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 11.37% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

OFFER PRICE: Rs. 334 PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH
ANCHOR INVESTOR OFFER PRICE: Rs. 334 PER EQUITY SHARE
THE OFFER PRICE IS 33.4TIMES THE FACE VALUE

Risks to Investors relating to pricing:

The GCBRLMs and the BRLMs to the Offer have handled 33* public issues in the past three years out of which 8 issues closed below the issue price on the listing date.

• The Price/Earnings ratio based on consolidated diluted EPS for Fiscal 2016 for the Company at the upper end of the Price Band is 29.0 times. There are no listed life insurance companies in India and hence average P/E ratio for the industry is not available. Average P/E ratio for S&P BSE SENSEX for the last quarter ended June 30, 2016 was 19.26 times. P/E ratio for S&P BSE SENSEX as on September 23, 2016 (Date of Prospectus) was 21.79 times. Average P/E ratio for NIFTY 50 for the last quarter ended June 30, 2016 was 21.80 times. P/E ratio for NIFTY 50 as on September 23, 2016 (Date of Prospectus) was 24.24 times.

• Average cost of acquisition of Equity Shares for the Promoter Selling Shareholder in the Offer is Rs. 36.19 per Equity Share and the Offer Price at the upper end of the Price Band is Rs. 334 per Equity Share. This average cost of acquisition of the Equity Shares for Promoter Selling Shareholder is significantly lower as compared to the upper end of the Price Band.

• As on the date of the Prospectus

BIO/OFFER PERIOD: OPENED ON: MONDAY, SEPTEMBER 19, 2016;
CLOSED ON WEDNESDAY, SEPTEMBER 21, 2016
ANCHOR INVESTOR BID/OFFER PERIOD WAS: FRIDAY, SEPTEMBER 16, 2016

This Offier is being made through the Book Building Process, in terms of Rules 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"). The Offer was made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBl Regulations"), wherein not more than 50% of the Net Offer has been allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"). Our Company and the Promoter Selling Shareholder have in consultation with the GCBRLMs and the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at the Anchor Investor Allocation Price, in accordance with the SEBl Regulations 5% of the QIB Portion (excluding the Anchor Investor Portion) was allocated on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocated on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at the Offer Price Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the SEBl Regulations, subject to valid Bids being received at the Offer Price. All potential investors, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account which were blocked by the SCSBs, to participate in this Offer. For details, see "Offer Procedure" beginning on page 559 of the Prospectus. The Offer received 1,129,345 applications for 1,432,041,732 Equity Shares (prior to technical rejections) resulting in 7.90 times subscription. The details of the applications received in the Offer from various categories are as under: (before technical rejections):

SI No. Category No. of
Applications
No. of Equity
Shares applied
No. of times
Subscribed
Amount
(Rs.)
A. Retail Individual Bidders 1,050,311 78,094,808 1.37 26,092,494,670
B. Non-Institutional Bidders 1,653 698,393,124 28.53 236,952,099,084
C. Qualified Institutional Buyers
(excluding Anchor Investors)
159 386,118,832 11.83 128,965,359,688
D. Anchor Investors 69 50,640,128 1.03 16,913,802,752
E. ICICI Bank Shareholders
Reservation Portion
77,153 218,794,840 12.07 73,070,467,065
Total 1,129,345 1,432,041,732 7.90 481,994,223,259

Final Demand

A summary of the final demand as at different Bid prices is as under:

Bid Price No. of Equity Shares % to Total Cumulative Total Cumulative % of Total
300 1,811,744 0.13 1,811,744 0.13
301 57,816 0 1,869,560 0.13
302 27,808 0 1,897,368 0.14
303 71,852 0.01 1,969,223 0.14
304 14,960 0 1,984,180 0.14
305 75,240 0.01 2,059,420 0.15
306 12,408 0 2,071,828 0.15
307 6,380 0 2,078,208 0.15
308 4,840 0 2,083,048 0.15
309 3,608 0 2,086,656 0.15
310 215,864 0.02 2,302,502 0.16
311 8,932 0 2,311,452 0.17
312 12,276 0 2,323,728 0.17
313 6,160 0 2,329,888 0.17
314 5,632 0 2,335,520 0.17
315 1,966,316 0.14 4,301,836 0.31
316 7,436 0 4,309,272 0.31
317 67,364 0 4,376,636 0.31
318 17,424 0 4,394,060 0.31
319 3,696 0 4,397,756 0.31
320 1,071,356 0.08 5,469,112 0.39
321 13,728 0 5,482,840 0.39
322 16,236 0 5,499,076 0.39
323 14,300 0 5,513,376 0.39
324 100,056 0.01 5,613,432 0.4
325 1,899,128 0.14 7,512,560 0.54
326 5,568 0 7,517,928 0.54
327 6,292 0 7,524,220 0.54
328 8,360 0 7,532,580 0.54
329 2,024 0 7,534,604 0.54
330 227,304 0.02 7,761,908 0.55
331 11,484 0 7,773,392 0.55
332 84,040 0.01 7,857,432 0.56
333 79,376 0.01 7,936,808 0.57
334 1,309,190,916 93.38 1,317,127,724 93.94
CUTOFF 84,939,164 6.06 1,402,066,908 100
TOTAL 1,402,066,908 100

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on September 27, 2016.

A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs. 334 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 1,3268 times. The total number of Equity Shares Allotted in Retail category is 57,122,434 Equity Shares to 1,024,479 successful Retail Individual Bidders. The category-wise details of the Basts of Allotment are as under:

Category No. of
Applications
Received
% of
Total
Total No. of
Equity Shares
Applied
% to
Total
No. of Equity
Shares Allotted
per Applicant
Ratio Total No. of
Equity Shares
Allotted
44 867,874 84.71 38,186,456 50.38 44 1:1 38,186,456
88 56,315 5.50 4,955,720 6.54 61 1:1 3,435,215
132 24,297 2.37 3,207,204 4.23 79 1:1 1,919,463
176 11,440 1.12 2,013,440 2.66 96 1:1 1,098,240
220 10,461 1.02 2,301,420 3.04 113 1:1 1,182,093
264 7,412 0.72 1,956,768 2.68 130 1:1 963,560
308 7,889 0.77 2,429,812 3.21 148 1:1 1,167,572
352 2,039 0.20 717,728 0.95 165 1:1 336,435
396 1,187 0.12 470,052 0.62 182 1:1 216,034
440 4,702 0.46 2,068,880 2.73 199 1:1 935,698
484 1,075 0.10 520,300 0.69 217 1:1 233,275
528 1,681 016 887,568 1.17 234 1:1 393,354
572 28,107 2.74 16,077,204 21.21 251 1:1 7,054,857
1 2:1721 182
TOTAL 1,024,479 100.00 75,792,552 100.00 57,122,434

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price of Rs. 334 per Equrty Share, was finalized in consultation with the NSE. The Non-lnstitutional category has been subscribed to the extent of 28,5087 times. The total number of Equity Shares Allotted in this category is 24,481,043 Equity Shares to 1,381 successful Non-lnstitutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample as under)

Category No. of
Applications
received
% of
Total
Total No. of
Equity Shares
Applied
% to
Total
No. of Equity
Shares Allotted
per Applicant
Ratio Total No of
Equity Shares
Allotted
616 134 8.63 82,544 0.01 44 33 : 67 2,904
660 63 4.06 41,580 0.01 44 11 : 21 1,452
704 14 0.90 9,856 0.00 44 4 : 7 352
748 20 1.29 14,960 0.00 44 3 : 5 528
792 12 0.77 9,504 0.00 44 2 : 3 352
836 13 0.84 10,868 0.00 44 9 : 13 396
880 90 5.80 79,200 0.01 44 7 : 10 2,772
924 22 1.42 20,328 0.00 44 8 : 11 704
968 9 0.58 8,712 0.00 44 7 : 9 308
1012 43 2.77 43,516 0.01 44 35 : 43 1,540
1056 9 0.58 9,504 0.00 44 7 : 9 308
1100 30 l.93 33,000 0.00 44 13 : 5 1,144
1144 11 0.71 12,584 0.00 44 10 : 11 440
1188 25 1.61 29,700 0.00 44 24 : 25 1,056
1232 20 1.29 24,640 0.00 44 19 : 20 836
1276 7 0.45 8,932 0.00 45 1 : 1 315
1320 26 1.67 34,320 0.00 46 1 : 1 1,196
1364 1 0.06 1,364 0.00 48 1 : 1 48
1408 4 0.26 5,632 0.00 50 1 : 1 200
1452 5 0.32 7,260 0.00 51 1 : 1 255

C. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have Bid at the Offer Pnce of Rs.334 per Equity Share, has been done on a proportionate basis in consultation with the NSE. The category has been subscribed to the extent of 11.8283 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i e. 1,632,070 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 31,009,321 Equity Shares, on a proportionate basis. The total number of Equity Shares Allotted in the QIB category is 32,641,391 Equity Shares, which were allotted to 153 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

Category FIs/Banks FII MFs ICs Others Total
QIB 2,283,815 18,790,040 8,150,964 2,443,585 972,987 32,641,391

D. Allotment to Anchor Investors (After Technical Rejections)

The Company and the Selling Shareholder, in consultation with the GCBRLMs and the BRLMs, have ellocated 48,962,085 Equity Shares to 69 Anchor Investors (through 38 Applications) at the Anchor Investor Offer Price of Rs.334 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB category.

Category Fls/Banka MFs ICs VCs AIF/FPI FII Total
Anchor - 16,467,264 997,040,00 - 5,247,924 26,249,857 48,962,085

E. Allotment under ICICI Bank Shareholders Reservation Portion (After Technical Rejections)

The Basis of Allotment to investors under the ICICI Bank Shareholders Reservation Portion, who have bid at the Offer Price of Rs. 334 per Equity Share, was finalized in consultation with the NSE. The ICICI Bank Shareholders Reservation subscribed to the extent of 11,9485 times. The total number of Equity Shares Allotted in this category is 18,134,105 Equity Shares to 25,933 successful Bidders. The category-wise details of the Basis of Allotment are as under: (Sample as under)

Category No. of
Applications
received
% of
Total
Total No. of
Equity Shares
Applied
% to
Total
No. of Equity
Shares Allotted
per Applicant
Ratio Total No of
Equity Shares
Allotted
44 25,356 36.84 1,115,664 0.51 44 19:227 93,368
88 10,616 15.42 934,208 0.43 44 39:233 78,188
132 5,862 8.52 773,784 0.36 44 57:227 64,768
176 2,956 4.29 520,256 0.24 44 71:212 43,560
220 2,911 4.23 640,420 0.30 44 41:98 53,592
264 2,358 3.43 622,512 0.29 44 118:235 52,096
308 2,478 3.60 763,224 0.35 44 75:128 63,888
352 632 0.92 222,464 0.10 44 83:124 18,612
396 403 0.59 159,588 0.07 44 40:53 13,376
440 1,462 2.12 643,280 0.30 44 36:43 53,856

The IPO Committee of our Company on September 27, 2016 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equty Shares to various successful Bidders. The Allotment Advice-cum-Intimations and/ or notices have been dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on September 27, 2016 and payment to non-Syndicate brokers have been issued on September 28, 2016. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The details of Equity shares Allotted to the successful Allottees have been uploaded on Septernber 27, 2016 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on September 27, 2016. The Company has received listing and trading approval from NSE and BSE and the trading is expected to commence on September 29, 2016.

All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus

INVESTORS PLEASE NOTE

The detaes of the allotment made will be hosted on the website of the Registrar of the Offer. Karvy Computershare Private Limited at https://karisma.karvy.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equty Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31 -32 Gachibowli,
Financial District, Nanakramguda, Hyderabad 500 032
Tel: (91 40) 6716 2222, Fax: (91 40) 2343 1551
E-mail: einward.ris@karvy.com
Investor grievance e-mail: icicprulife.ipo@karvy.com
Website: https://karisma.karvy.com
Contact person: M. Murali Krishna
SEBI registration number INR000000221

Place:  Mumbai
Date :  September28, 2016

For ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
On behalf of the Board of Directors
Sd/-
Vyoma Manek
Company Secretary and Compliance Officer

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED.

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