Simplex Projects Limited
Total Page:16
File Type:pdf, Size:1020Kb
C M Y B RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated June 28, 2007 100% Book Building Issue SIMPLEX PROJECTS LIMITED (Incorporated as Simplex Projects Limited on 31st October 1990 under the Companies Act, 1956, with its registered office at 12/1, Nellie Sengupta Sarani, Kolkata – 700087.) Registered Office/Corporate Office: 12/1, Nellie Sengupta Sarani, Kolkata – 700087. Tel.: +91-33-32923330; Fax: +91-33-22528013; Website: www.simplexprojects.com; E-mail: [email protected] Contact Person: Mr. Pradeep Mishra, Senior Vice President (Finance) & Compliance Officer ISSUE OF 30,00,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS. [z] PER SHARE) AGGREGATING RS. [z] LACS BY SIMPLEX PROJECTS LIMITED (“COMPANY” OR “ISSUER”). THE ISSUE COMPRISES OF “NET ISSUE TO THE PUBLIC” OF 30,00,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE AGGREGATING RS. [z] LACS (“NET ISSUE”). THE NET ISSUE WILL CONSTITUTE 25.00% OF THE FULLY DILUTED POST-ISSUE PAID-UP CAPITAL OF SIMPLEX PROJECTS LIMITED (“COMPANY”). Price Band: Rs. 170 to Rs. 185 Per Equity Share of Face Value of Rs. 10 Each The Issue Price is 17 times of the Face Value at the Lower End of the Price Band and 18.5 times of the Face Value at the Higher End of the Price Band In case of revision in the Price Band, the Bidding Period will be extended for three additional working days after such revision, 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 (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLM”) and the terminals of the members of the Syndicate. This Issue is being made through the 100% Book Building Process wherein not more than 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) as specified in the Disclosure and Investor Protection Guidelines, 2000 of the Securities and Exchange Board of India (“SEBI”). 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 shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall 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 the Company, there has been no formal market for the Equity Shares of the Company. The Face Value of the Equity Shares is Rs. 10/- and the Issue Price is 17 times of the Face Value at the lower end of the Price Band and 18.5 times of the Face Value at the higher end of the Price Band. The Issue Price (as determined and justified by the Book Running Lead Manager in consultation with the Company in the paragraph titled “Basis for Issue Price” on Page 50 of this Red Herring Prospectus on the basis of the assessment of market demand for the Equity Shares issued by way of Book Building) 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 or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment 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 risk involved. The Equity Shares issued 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 document. Specific attention of the investors is invited to the statement of Risk Factors beginning on Page 8 of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Simplex Projects Limited, having made all reasonable enquiries, accepts responsibility for, and confirms that this 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 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 makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. OUR COMPANY HAS NOT OPTED FOR IPO GRADING LISTING The Equity Shares issued through this Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The in-principle approval for listing from these stock exchanges have been received vide letters dated 20th February 2007 & 7th May 2007 respectively. For purposes of the Issue, BSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE UTI Securities Limited Cameo Corporate Services Limited (A Subsidiary of Securities Trading Corporation of India Limited) SEBI Regn. No.: INR000003763 SEBI Regn. No.: INM000007458 ; “Subramanian Building”, No.1, AMBI Registration No.: AMBI/083 Club House Road, Chennai- 600002. 1st Floor, Dheeraj Arma, Anant Kanekar Marg, Tel: +91-44-28460390/22520464 Station Road Bandra (East), Mumbai – 400 051. Fax: +91-44-28460129 Tel: +91-22- 67515825 Fax: +91-22-67023194 Website: www.cameoindia.com Website: www.utisel.com E-mail: [email protected] E-mail: [email protected] Contact Person: Mr. Rajesh Ranjan Contact Person: Mr. R.D. Ramasamy. Issue Programme BID / ISSUE OPENS ON: TUESDAY JULY 10, 2007 BID / ISSUE CLOSES ON: FRIDAY JULY 13, 2007 C M Y B TABLE OF CONTENTS Section I – Definitions and Abbreviations Definitions .............................................................................................................................................................. 1 Conventional /General Terms ............................................................................................................................... 1 Issue Related Terms .............................................................................................................................................. 1 Company / Industry Related Terms ....................................................................................................................... 4 Abbreviations ......................................................................................................................................................... 4 Section II – General Certain Conventions; Use of Market Data ............................................................................................................ 6 Forward Looking Statements ................................................................................................................................. 7 Section III – Risk Factors ..................................................................................................................................... 8 Section IV – Introduction Summary ................................................................................................................................................................ 18 The Issue ................................................................................................................................................................ 21 Summary of Financial and Operating Information ................................................................................................ 22 General Information ............................................................................................................................................... 24 Capital Structure .................................................................................................................................................... 31 Section V – Objects of the Issue Objects of the Issue ................................................................................................................................................ 40 Basic Terms of the Issue ........................................................................................................................................ 47 Issue Structure ....................................................................................................................................................... 48 Basis for Issue Price .............................................................................................................................................. 50 Statement of Tax Benefits .....................................................................................................................................