Ifci Factors Limited
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DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 100% Book Building Issue Dated July 27, 2011 This Draft Red Herring Prospectus shall be updated on filing with the RoC IFCI FACTORS LIMITED Our Company was incorporated on December 14, 1995 in New Delhi under the Companies Act, 1956, as amended (“Companies Act”), as a public limited company under the name „Foremost Factors Limited‟ with the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”). Pursuant to a resolution passed by our shareholders on December 16, 2008, the name of our Company was changed to „IFCI Factors Limited‟, and a fresh certificate of incorporation was issued on January 7, 2009. For more information on the change in our name and the registered and corporate Office, see “History and Certain Corporate Matters” on page 76. Registered and Corporate Office: 9th Floor, IFCI Tower, 61, Nehru Place, New Delhi 110 019, India Tel: (+91 11) 4173 2000 Fax: (+91 11) 4652 1435 Compliance Officer: Vijay Dhingra, Company Secretary and Senior Manager (Legal and Secretarial) Tel: (+91 11) 4641 2833 Fax: (+91 11) 4652 1435 E-mail: [email protected] Website: www.ifcifactors.com Promoter: IFCI Limited (“IFCI” or “Promoter”) INITIAL PUBLIC OFFERING OF 39,086,628 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING UP TO ` [●] MILLION OF IFCI FACTORS LIMITED (“IFL” OR “OUR COMPANY”) (THE “ISSUE”). THE ISSUE SHALL CONSTITUTE 33% OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND ADVERTISED IN [●] EDITIONS OF [●] AND [●] EDITIONS OF [●], AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.* THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH. In case of revision in the Price Band, the Bid/Issue Period will be extended for at least three additional Working Days after revision of the Price Band subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue 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”) (together, the “Stock Exchanges”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLM”), and at the terminals of the Syndicate and by intimation to the Self Certified Syndicate Banks (“SCSBs”). Pursuant to Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), the Issue is being made for more than 25% of the post-Issue paid-up Equity Share capital of the Company. The Issue is being made through the Book Building Process wherein up to 50% of the Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company may allocate up to 30% of the QIB Portion to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”). Further, 5% of the QIB Portion (excluding the 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. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the 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. Retail Individual Bidders may participate in this Issue through the ASBA process by providing the details of the relevant ASBA Accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. QIBs and Non-Institutional Investors can participate in the Issue only through the ASBA process. Anchor Investors are not permitted to participate in this Issue through the ASBA process. For more information, see “Issue Procedure” on page 187. RISK IN RELATION TO FIRST ISSUE This being the first issue of the Issuer, there has been no formal market for the securities of the Issuer. The face value of the Equity Shares is ` 10 and the Floor Price and Cap Price are [●] times and [●] times the face value of the Equity Shares, respectively. The Issue Price (as determined and justified by the Company in consultation with the BRLM 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. 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 have not been recommended or approved by the Securities & 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 “Risk Factors” on xii. IPO GRADING The Issue has been graded by [●] as [●], indicating [●]. 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 IPO Grading, see “General Information” and “Annexure I” on pages 9 and 249, respectively. ISSUER‟S 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 this Issue, which is material in the context of this 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 makes 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 issued through this Draft Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the NSE and the BSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE ENAM SECURITIES PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED 801, Dalamal Towers C-13, Pannalal Silk Mills Compound Nariman Point L.B.S Marg, Bhandup (West) Mumbai 400 021 Mumbai 400 078 Tel: (+91 22) 6638 1800 Tel: (+91 22) 2596 0320 Fax: (+91 22) 2284 6824 Fax: (+91 22) 2596 0329 E-mail: [email protected] E-mail: [email protected] Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.enam.com Website: www.linkintime.co.in Contact Person: Kanika Sarawgi Contact Person: Sanjog Sud SEBI Registration No.: INM000006856 SEBI Registration No.: INR000004058 BID/ISSUE PERIOD* BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES ON** [●] * The Company may consider participation by Anchor Investors. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date. ** The Company, in consultation with the BRLM, may decide to close the Bid/Issue Period for QIBs one day prior to the Bid/Issue Closing Date. 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 ....................................................................................................................... xii SECTION III - INTRODUCTION ..................................................................................................................... 1 SUMMARY OF INDUSTRY ............................................................................................................................ 1 SUMMARY OF BUSINESS ............................................................................................................................. 3 SUMMARY FINANCIAL INFORMATION .................................................................................................... 5 THE ISSUE.......................................................................................................................................................