DRAFT RED HERRING PROSPECTUS
Dated December 29, 2009
Please read section 60B of the Companies Act, 1956
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
JINDAL POWER LIMITED
Our Company was incorporated as Jindal Power Limited on January 30, 1995 in Gwalior, Madhya Pradesh, under the Companies Act, 1956, as amended (the Companies Act) with the
Registrar of Companies, Madhya Pradesh and Chhattisgarh, Gwalior.
Registered Office: Jindal Power Limited, Tamnar 496 107, District Raigarh, Chhattisgarh, India; Tel.: + (91 7767) 302 000; Fax: + (91 7767) 281 995; Corporate Office: Jindal Power
Limited, Jindal Centre, 12, Bhikaiji Cama Place, New Delhi 110 066 India; Website: www.jindalpower.com; Deputy Company Secretary and Compliance Officer: Mr. Dhiraj Kumar Maggo;
E-mail: [email protected] For details of changes in the registered office of our Company, see History and Certain Corporate Matters on page 130.
THE PROMOTERS OF OUR COMPANY ARE JINDAL STEEL & POWER LIMITED, GAGAN INFRAENERGY LIMITED AND OPELINA FINANCE AND INVESTMENT LIMITED.
PUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH (EQUITY SHARE) FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE OF JINDAL POWER LIMITED (THE
COMPANY) AGGREGATING RS. 72,000 MILLION (HEREINAFTER REFERRED TO AS THE ISSUE). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO []
EQUITY SHARES (THE NET ISSUE) AND A RESERVATION OF UP TO [] EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE
EMPLOYEE RESERVATION PORTION). THE ISSUE WOULD CONSTITUTE []% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE NET ISSUE
WOULD CONSTITUTE []% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS RS. 10 EACH. THE PRICE
BAND, THE EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD
MANAGERS AND THE CO-BOOK RUNNING LEAD MANAGER AND ADVERTISED IN [] EDITION OF [] AND [] EDITION OF [] AT LEAST TWO (2) WORKING DAYS PRIOR
TO THE BID/ISSUE OPENING DATE.#
# Discount of Rs. [] to the Issue Price determined pursuant to completion of the Book Building Process has been offered to Eligible Employees (the Employee Discount)
In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after the revision of the Price Band subject to the Bidding Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (the BSE)
and the National Stock Exchange of India Limited (the NSE), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (BRLMs)
and the Co-Book Running Lead Manager (CBRLM) and at the terminals of the members of the Syndicate.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) read with Regulation 41(1)(a) of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Regulations), this being an Issue for less than 25% of the post Issue paid-up equity capital, the Issue is being made
through the 100% Book Building Process wherein at least 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs), (QIB Portion). Provided
that our Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis, out of which at least one-third will be available for allocation to domestic mutual
funds only (Anchor Investor Portion). For details, see Issue Procedure on page 276. Further 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation
on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from
them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. In addition, not less than 10% of the
Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate basis to
Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10 per Equity Share and the
Issue Price is [] times the face value. The Issue Price (has been determined and justified by the BRLMs, the CBRLM and the Company as stated in Basis for Issue Price on page 48)
should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity
Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.
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 our Company and the Issue including the risks involved. The Equity Shares offered in the Issue 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the Risk Factors on page
xiii.
IPO GRADING
This Issue has been graded by [] as [], indicating []. The IPO Grading is assigned on a five point scale from 1 to 5, with IPO Grade 5/5 indicating strong fundamentals and IPO Grade 1/5
indicating poor fundamentals. For details, see General Information and Annexure I on pages 14 and [], respectively.
ISSUERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects 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 make this Draft Red Herring Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered pursuant to this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received the in-principle approvals of the BSE and the
NSE for the listing of our Equity Shares pursuant to letters dated [] and [] respectively. For the purposes of this Issue, the Designated Stock Exchange is the [].
BOOK RUNNING LEAD MANAGERS
JM FINANCIAL CONSULTANTS PRIVATE
LIMITED
141, Maker Chambers III
Nariman Point
Mumbai 400 021, India
Tel: +(91 22) 6630 3030
Fax: +(91 22) 2204 7185
E-mail: [email protected]
Investor Grievance Email:
[email protected]
Website: www.jmfinancial.in
Contact Person: Ms. Naazneen F. Yazdani
SEBI Registration No.: INM000010361
ENAM SECURITIES PRIVATE LIMITED
801, Dalamal Towers
Nariman Point
Mumbai 400 021, India
Tel: + (91 22) 6638 1800
Fax: + (91 22) 2284 6824
E-mail: [email protected]
Investor Grievance E-mail:
[email protected]
Website: www.enam.com
Contact Person: Mr. Ashish Kumbhat
SEBI Registration No.: INM000006856
DEUTSCHE EQUITIES INDIA
PRIVATE LIMITED
DB House, Hazarimal Somani Marg
Fort, Mumbai 400 001, India
Tel: + (91 22) 6658 4600
Fax: +(91 22) 2200 6765
Email : [email protected]
Investor Grievance Email:
[email protected]
Website: www.db.com/India
Contact Person: Mr. Vivek Pabari
SEBI Registration Number: INM000010833
GOLDMAN SACHS (INDIA) SECURITIES
PRIVATE LIMITED
Rational House, 951-A,
Appasaheb Marathe Marg, Prabhadevi
Mumbai 400025, India
Tel: + (91 22) 6616 9000 Fax: + (91 22) 6616 9090
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Website: www2.goldmansachs.com /worldwide/india/indian_offerings.html
Contact Person: Ms. Pranita Gramopadhye
SEBI Registration No.: INM000011054
BOOK RUNNING LEAD MANAGERS CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
ICICI SECURITIES LIMITED
ICICI Centre
H. T. Parekh Marg
Churchgate
Mumbai 400 020, India
Tel: +(91 22) 2288 2460
Fax: +(91 22) 2282 6580
E-mail: [email protected]
Investor G
