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C M Y K RED HERRING PROSPECTUS Please read section 60B of theCompanies Act, 1956 Dated: November 30, 2006 100% Book Built Issue PYRAMID SAIMIRA THEATRE LIMITED (Formerly known as Pyramid Entertainment Limited) Our Company was incorporated as Pyramid Films International Private Limited on 20/06/1997 under Companies Act, 1956, with the Registration No. 18-38469. The name of our Company was changed to Pyramid Films International Limited w.e.f. 10/08/2000. Subsequently it was changed to Pyramid Entertainment and Softsystems Limited w.e.f. 14/08/2000 and was further changed to Pyramid Entertainment Limited w.e.f. 01/01/2002. The name was further changed to Pyramid Saimira Theatre Limited w.e.f. 23/08/2004 under the Companies Act, 1956 and a fresh certificate of Incorporation was received from the Registrar of Companies, Tamilnadu. For details on changes to our Registered Office, please refer to the chapter titled "History and Other Corporate Matters" on page 66 of this Red Herring Prospectus.) Registered Office : C-1, II Floor, Temple Towers, # 672 Anna Salai, Nandanam, Chennai 600 035 Tel: +91-44-42123456; Fax: +91-44-42121080; E-Mail: [email protected]; Website: www.pstl.in; Contact Person: Mr. R. Manthramurthy, Company Secretary PUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [] PER EQUITY SHARE FOR CASH AGGREGATING RS. 8,444.00 LAKHS (HEREINAFTER REFERRED TO AS THE “ISSUE”), INCLUDING PROMOTERS’ CONTRIBUTION OF [] EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [] PER EQUITY SHARE FOR CASH AGGREGATING RS. [] LAKHS (HEREINAFTER REFERRED TO AS THE “PROMOTERS’ CONTRIBUTION”), AND EMPLOYEES’ RESERVATION OF [] EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS. [] PER EQUITY SHARE FOR CASH AGGREGATING RS. [] LAKHS. (HEREINAFTER REFERRED TO AS THE “EMPLOYEES’ RESERVATION”). THE ISSUE LESS THE PROMOTERS’ CONTRIBUTION AND EMPLOYEES’ RESERVATION SHALL BE HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE []% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY. THE NET ISSUE WILL CONSTITUTE []% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY PRICE BAND: Rs. 88 TO Rs. 100 PER EQUITY SHARE THE ISSUE PRICE IS 8.8 TIMES OF THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 10 TIMES OF THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND In case of revision in the Price Band, the Bidding Period shall 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, shall be widely disseminated by notification to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited , by issuing a press release and by indicating the change on the websites of the Book Running Lead Manager, the Co-Book Running Lead Manager and the terminals of the member of the Syndicate. This Issue is being made through a 100% Book Building Process wherein up to 50% of the Net Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Further, at least 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. Further, [] Equity Shares shall be available for allocation on a proportionate basis to Employees, subject to valid bids being received at or above the Issue Price. RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the shares is Rs. 10 and the Floor Price is 8.8 times of the face value and the Cap Price is 10 times of the face value. The Price Band (as determined by the Company in consultation with the Book Running Lead Manager (“BRLM”) on the basis of assessment of market demand for the Equity Shares 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. The Company has not opted for grading of this Issue. 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 Company and this Issue including the risks involved. The Equity Shares issued 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 Red Herring Prospectus. Specific attention of the investors is invited to the statements in the chapter titled “Risk Factors” beginning on page x of this Red Herring Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and this Issue, which is material in the context of this 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 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 of the company are proposed to be listed on The Bombay Stock Exchange Limited (BSE) (The Designated Stock Exchange) and National Stock Exchange of India Ltd. (NSE). The Company has received in-principle approval from BSE vide their letter no. DCS/SMD/S/2006 dated 22/09/2006 and from NSE vide their letter no. NSE/LIST/30494-8 dated 03/10/2006 for listing of the equity share being issued in terms of this Red Herring Prospectus. Pyramid Saimira Theatre Limited is a distinct company from and has no relationship with Piramyd Retail Ltd. BOOK RUNNING LEAD MANAGER (BRLM) REGISTRAR TO THE ISSUE KEYNOTE CORPORATE SERVICES LIMITED CAMEO CORPORATE SERVICES LTD. 307, Regent Chambers, ‘Subramanian Building’, No.1, Nariman Point, Mumbai 400 021 Club House Road, Chennai – 600 002. Tel : +91 22 2202 5230 Tel. : +91 44 2846 0390 Fax: +91 22 2283 5467 Fax : +91 44 2846 0129 Email: [email protected] E-mail: [email protected] Website: www.keynoteindia.net Website:www.cameoindia.com SEBI Regn. No. : INM 000003606 SEBI Regn. No. : INR 000003753 Contact Person : Mr. Vikram Subramaniam Contact Person : Mr. R. D. Ramaswamy ISSUE SCHEDULE BID/ISSUE OPENS ON : DECEMBER 11, 2006 BID/ISSUE CLOSES ON : DECEMBER 18, 2006 C M Y K TABLE OF CONTENTS Page No. DEFINITIONS AND ABBREVIATIONS .......................................................................................................................................... i Section I – General Definitions and Abbreviations ........................................................................................................................................................ i Presentation of Financial and Use of Market Data ................................................................................................................ viii Forward Looking Statements ....................................................................................................................................................... ix Section II – Risk Factors Risk Factors .................................................................................................................................................................................... x Section III – Introduction Summary ........................................................................................................................................................................................ 1 The Issue ....................................................................................................................................................................................... 7 General Information ...................................................................................................................................................................... 8 Capital Structure .......................................................................................................................................................................... 14 Objects of The Issue ................................................................................................................................................................... 23 Basis of Issue Price .................................................................................................................................................................... 29 Statement of Tax Benefits ........................................................................................................................................................... 32 Section IV – About us Industry ........................................................................................................................................................................................