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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:
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:
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:
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 ........................................................................................................................