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PROSPECTUS 100% Book Built Issue Dated December 19, 2010 PUNJAB & SIND BANK Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (―Bank Acquisition Act‖) on April 15, 1980 The Bank was incorporated on June 24, 1908, as ‗The Punjab and Sind Bank Limited, with its registered office at Hall Bazar, Amritsar, Punjab, India. The Bank was nationalised under the Bank Acquisition Act on April 15, 1980 and its name was changed to ‗Punjab & Sind Bank. For details of changes in the head office of the Bank, see History and Certain Corporate Matters‖ on page 134. Head Office: Bank House‘, 21, Rajendra Place, New Delhi 110 008, India Tel: (+91 11) 2572 0849 Fax: (+91 11) 2578 1639 Contact Person and Compliance Officer: Mr. A.P.S. Teji Tel: (+91 11) 2581 2922 Fax: (+91 11) 2581 2922 E-mail: [email protected] Website: www.psbindia.com Promoter: The President of India, acting through the Ministry of Finance, Government of India PUBLIC ISSUE OF 4,00,00,000 EQUITY SHARES OF ` 10 EACH (THE ―EQUITY SHARES‖) FOR CASH AT A PRICE OF ` 120 PER EQUITY SHARE OF PUNJAB & SIND BANK (THE BANK‖ OR ―THE ISSUER‖) AGGREGATING ` 470.82 CRORE* (THE ―ISSUE‖). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 3,80,00,000 EQUITY SHARES (THE ―NET ISSUE‖) AND A RESERVATION OF 20,00,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINBELOW) (THE ―EMPLOYEE RESERVATION PORTION‖), AT THE ISSUE PRICE. THE ISSUE SHALL CONSTITUTE 17.93% OF THE POST-ISSUE SHARE CAPITAL OF THE BANK. THE NET ISSUE SHALL CONSTITUTE 17.04% OF THE POST-ISSUE SHARE CAPITAL OF THE BANK. *Subject to adjustment for any withdrawals in the Employee Reservation Portion and the Retail Portion and employee discount and retail discount offered to Eligible Employees and Retail Individual Bidders, respectively, and subsequent reallocation in the Net Issue. ISSUE PRICE: ` 120 PER EQUITY SHARE^ ^Discount of ` 6, i.e. 5% to the Issue Price was offered to Retail Individual Bidders (“Retail Discount”) and Eligible Employees (the “Employee Discount”), respectively. The excess amount paid at the time of Bidding shall be refunded to Retail Individual Bidders and Eligible Employees within 12 Working Days of the Bid/Issue Closing Date. THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH AND THE ISSUE PRICE IS 12 TIMES THE FACE VALUE. In terms of Rule 19(2)(c) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the ―SCRR‖) as applicable to ―public sector companies‖, this being an Issue for at least 10% of the post-Issue paid up equity share capital, the Issue is being made through the Book Building Process wherein up to 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (―QIBs‖) (the QIB Portion‖). Further 5% of the QIB 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. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% 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. Further, 20,00,000 Equity Shares shall be made available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price. Any Bidder may participate in this Issue through the ASBA process by providing the details of the relevant bank accounts in which the corresponding Bid amounts will be blocked by Self Certified Syndicate Banks (―SCSBs‖). For details in this regard, specific attention is invited to ―Issue Procedure‖ on page 404. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of equity shares of the Bank, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 per Equity Share, the Issue Price is 12 times the face value. The Issue Price (as determined by the Bank in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process and as stated in ―Basis for Issue Price‖ on page 34) 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. IPO GRADING This Issue has been graded by Credit Analysis & Research Limited (―CARE‖) and has been assigned a grade of 4/5, indicating above average fundamentals. The IPO grade 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 more information on the IPO Grading, see ―General Informationand ―Annexure Ion pages 13 and 470, respectively. Attention is drawn to the disclaimer appearing on page 477. 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 Equity Shares offered in this 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 Prospectus. Specific attention of the investors is invited to ―Risk Factors‖ on page xi. ISSUER‘S ABSOLUTE RESPONSIBILITY The Bank having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Bank and this Issue, which is material in the context of this Issue, that the information contained in this 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 makes this 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 through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from the BSE and the NSE for the listing of our Equity Shares pursuant to letters dated September 7, 2010 and October 4, 2010, respectively. BSE is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE SBI CAPITAL MARKETS LIMITED 202, Maker Tower ‗E‘ Cuffe Parade Mumbai 400 005, India Tel: (+91 22) 2217 8300 Fax: (+91 22) 2218 8332 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.sbicaps.com Contact Person: Mr. Gitesh Vargantwar / Mr. Murtuza Patrawala SEBI Registration No. : INM000003531 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. Sanjeev Vasudeva SEBI Registration No.: INM000006856 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 Grievance E-mail: [email protected] Website: www.icicisecurities.com Contact Person: Mr. Vishal Kanjani SEBI Registration No.: INM000011179 LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound L.B.S Marg Bhandup (West) Mumbai 400 078, India Tel: (+91 22) 2596 0320 Fax: (+91 22) 2596 0329 Email: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Sachin Achar SEBI Registration No: INR000004058 BID/ISSUE PERIOD BID/ISSUE OPENED ON DECEMBER 13, 2010 BID/ISSUE CLOSED ON (FOR QIB BIDDERS) DECEMBER 15, 2010 BID/ISSUE CLOSED ON (FOR NON QIB BIDDERS) DECEMBER 16, 2010

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  • PROSPECTUS

    100% Book Built Issue

    Dated December 19, 2010

    PUNJAB & SIND BANK

    Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (Bank Acquisition Act) on April 15, 1980

    The Bank was incorporated on June 24, 1908, as The Punjab and Sind Bank Limited, with its registered office at Hall Bazar, Amritsar, Punjab, India. The Bank was nationalised under the Bank

    Acquisition Act on April 15, 1980 and its name was changed to Punjab & Sind Bank. For details of changes in the head office of the Bank, see History and Certain Corporate Matters on page

    134.

    Head Office: Bank House, 21, Rajendra Place, New Delhi 110 008, India Tel: (+91 11) 2572 0849 Fax: (+91 11) 2578 1639

    Contact Person and Compliance Officer: Mr. A.P.S. Teji Tel: (+91 11) 2581 2922 Fax: (+91 11) 2581 2922

    E-mail: [email protected] Website: www.psbindia.com

    Promoter: The President of India, acting through the Ministry of Finance, Government of India

    PUBLIC ISSUE OF 4,00,00,000 EQUITY SHARES OF ` 10 EACH (THE EQUITY SHARES) FOR CASH AT A PRICE OF ` 120 PER EQUITY SHARE OF PUNJAB & SIND BANK (THE BANK OR THE ISSUER) AGGREGATING ` 470.82 CRORE* (THE ISSUE). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 3,80,00,000 EQUITY SHARES (THE NET ISSUE) AND A RESERVATION OF 20,00,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINBELOW)

    (THE EMPLOYEE RESERVATION PORTION), AT THE ISSUE PRICE. THE ISSUE SHALL CONSTITUTE 17.93% OF THE POST-ISSUE SHARE CAPITAL OF THE BANK.

    THE NET ISSUE SHALL CONSTITUTE 17.04% OF THE POST-ISSUE SHARE CAPITAL OF THE BANK.

    *Subject to adjustment for any withdrawals in the Employee Reservation Portion and the Retail Portion and employee discount and retail discount offered to Eligible Employees and Retail

    Individual Bidders, respectively, and subsequent reallocation in the Net Issue.

    ISSUE PRICE: ` 120 PER EQUITY SHARE^

    ^Discount of ` 6, i.e. 5% to the Issue Price was offered to Retail Individual Bidders (Retail Discount) and Eligible Employees (the Employee Discount), respectively. The excess amount paid at the time of Bidding shall be refunded to Retail Individual Bidders and Eligible Employees within 12 Working Days of the Bid/Issue Closing Date.

    THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH AND THE ISSUE PRICE IS 12 TIMES THE FACE VALUE.

    In terms of Rule 19(2)(c) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) as applicable to public sector companies, this being an Issue for at least 10% of the post-Issue

    paid up equity share capital, the Issue is being made through the Book Building Process wherein up to 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers

    (QIBs) (the QIB Portion). Further 5% of the QIB 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. Further, not less than 15% of the Net Issue will be available for allocation on a

    proportionate basis to Non-Institutional Bidders and not less than 35% 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. Further, 20,00,000 Equity Shares shall be made available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or

    above the Issue Price. Any Bidder may participate in this Issue through the ASBA process by providing the details of the relevant bank accounts in which the corresponding Bid amounts will be blocked by

    Self Certified Syndicate Banks (SCSBs). For details in this regard, specific attention is invited to Issue Procedure on page 404.

    RISKS IN RELATION TO FIRST ISSUE

    This being the first public issue of equity shares of the Bank, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 per Equity Share, the Issue Price is 12 times the face value. The Issue Price (as determined by the Bank in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares offered by way of the Book

    Building Process and as stated in Basis for Issue Price on page 34) 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

    IPO GRADING

    This Issue has been graded by Credit Analysis & Research Limited (CARE) and has been assigned a grade of 4/5, indicating above average fundamentals. The IPO grade 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 more information on the IPO Grading, see General Information

    and Annexure I on pages 13 and 470, respectively. Attention is drawn to the disclaimer appearing on page 477.

    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 Equity Shares offered in this 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 Prospectus. Specific attention of the investors is invited to Risk Factors on page xi.

    ISSUERS ABSOLUTE RESPONSIBILITY

    The Bank having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Bank and this Issue, which is material in the

    context of this Issue, that the information contained in this 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 makes this 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 through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from the BSE and the NSE for the listing

    of our Equity Shares pursuant to letters dated September 7, 2010 and October 4, 2010, respectively. BSE is the Designated Stock Exchange.

    BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

    SBI CAPITAL MARKETS LIMITED

    202, Maker Tower E

    Cuffe Parade

    Mumbai 400 005, India

    Tel: (+91 22) 2217 8300

    Fax: (+91 22) 2218 8332

    E-mail: [email protected]

    Investor Grievance E-mail:

    [email protected]

    Website: www.sbicaps.com

    Contact Person: Mr. Gitesh Vargantwar / Mr.

    Murtuza Patrawala

    SEBI Registration No. : INM000003531

    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. Sanjeev Vasudeva

    SEBI Registration No.: INM000006856

    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 Grievance E-mail:

    [email protected]

    Website: www.icicisecurities.com

    Contact Person: Mr. Vishal Kanjani

    SEBI Registration No.: INM000011179

    LINK INTIME INDIA PRIVATE LIMITED

    C-13, Pannalal Silk Mills Compound

    L.B.S Marg

    Bhandup (West)

    Mumbai 400 078, India

    Tel: (+91 22) 2596 0320

    Fax: (+91 22) 2596 0329

    Email: [email protected]

    Website: www.linkintime.co.in

    Contact Person: Mr. Sachin Achar

    SEBI Registration No: INR000004058

    BID/ISSUE PERIOD

    BID/ISSUE OPENED ON

    DECEMBER 13, 2010

    BID/ISSUE CLOSED ON (FOR QIB BIDDERS)

    DECEMBER 15, 2010

    BID/ISSUE CLOSED ON (FOR NON QIB BIDDERS)

    DECEMBER 16, 2010

  • TABLE OF CONTENTS

    SECTION I GENERAL ..................................................................................................................................... i

    DEFINITIONS AND ABBREVIATIONS ...................................................................................................... i CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND

    CURRENCY OF PRESENTATION ........................................................................................................... viii FORWARD-LOOKING STATEMENTS ..................................................................................................... x

    SECTION II - RISK FACTORS ........................................................................................................................