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The Lakshmi Vilas Bank Limited

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The Lakshmi Vilas Bank Limited Letter of Offer July 29, 2014 For our Equity Shareholders only THE LAKSHMI VILAS BANK LIMITED Our Bank was incorporated on November 3, 1926 under the Indian Companies Act 1913 with the Registrar of Companies, Trichinopoly. The Bank was licensed under the Banking Regulation Act, 1949 on June 19, 1958 and became a scheduled commercial bank under the Second Schedule of Reserve Bank of India Act, 1934 on August 11, 1958. Registered Office: Salem Road, Kathaparai, P.O. Karur – 639006, Tamil Nadu. (The registered office has been shifted from 693, Jawahar Bazaar, Karur – 639 001 to the present registered office on September 11, 1991). Tel: (04324) 220051- 60; Fax: (04324) 223607 Contact Person: N. Ramanathan, Company Secretary & Compliance Officer, E-mail: [email protected] Website: http://www.lvbank.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE LAKSHMI VILAS BANK LIMITED (THE “BANK” OR THE “ISSUER”) ONLY ISSUE OF 81,957,422 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“RIGHTS ISSUE EQUITY SHARES”) FOR CASH AT A PRICE OF ` 50 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` 40 PER EQUITY SHARE AGGREGATING TO ` 4,097.87 MILLION TO OUR EXISTING EQUITY SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF 5 FULLY PAID-UP EQUITY SHARE(S) FOR EVERY 6 FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. JULY 28, 2014 (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS 5 TIMES THE FACE VALUE OF THE EQUITY SHARE. FOR FURTHER DETAILS, PLEASE SEE THE CHAPTER “TERMS OF THE ISSUE” ON PAGE 169. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and Investors should not invest any funds in the 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 the Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer to the section “Risk Factors” on page 13 before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer 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 Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), (together the “Stock Exchanges”). We have received “in-principle” approvals from BSE and NSE for listing the Rights Issue Equity Shares to be allotted in the Issue vide their letters dated April 17, 2014 and April 8, 2014, respectively. For the purposes of the Issue, the Designated Stock Exchange is BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE Axis Capital Limited Integrated Enterprises (India) Limited 1st floor, Axis House, C-2 Wadia International Centre II Floor, ‘Kences Towers’ P.B. Marg, Worli, Mumbai- 400025 No.1 Ramakrishna Street Tel.: +91 22 4325 2183 North Usman Road, T. Nagar Fax:+ 91 22 4325 3000 Chennai – 600 017 Website: www.axiscapital.co.in Tel.: + 91 44 28140801 E-mail: [email protected] Fax : + 91 44 28142479 Investor Grievance E-mail: [email protected] Website: www.integratedindia.in Contact Person: Mr. Dinkar Rai E-mail: [email protected] SEBI Registration No.: INM000012029 Investor Grievance E-mail: [email protected] Contact Person: Mr. S. Sriram SEBI Registration No: INR 000000544 ISSUE PROGRAMME LAST DATE FOR RECEIPT OF REQUEST FOR ISSUE OPENS ON ISSUE CLOSES ON SPLIT APPLICATION FORMS AUGUST 8, 2014 AUGUST 14, 2014 AUGUST 22, 2014 TABLE OF CONTENTS SECTION I – GENERAL ............................................................................................................................. 3 DEFINITIONS AND ABBREVIATIONS .............................................................................................. 3 NOTICE TO OVERSEAS SHAREHOLDERS ..................................................................................... 10 CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................ 11 FORWARD LOOKING STATEMENTS.............................................................................................. 12 SECTION II - RISK FACTORS ................................................................................................................ 13 SECTION III- INTRODUCTION ............................................................................................................. 36 SUMMARY OF THE ISSUE ................................................................................................................ 36 SUMMARY OF FINANCIAL INFORMATION .................................................................................. 37 GENERAL INFORMATION ................................................................................................................ 39 CAPITAL STRUCTURE ...................................................................................................................... 43 OBJECTS OF THE ISSUE .................................................................................................................... 50 SECTION IV –STATEMENT OF TAX BENEFITS ............................................................................... 52 SECTION V – OUR BUSINESS ................................................................................................................ 58 SECTION VI - OUR MANAGEMENT .................................................................................................... 89 SECTION VII – FINANCIAL INFORMATION ..................................................................................... 98 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT ................................................ 141 STOCK MARKET DATA FOR EQUITY SHARES .......................................................................... 143 MATERIAL DEVELOPMENTS ........................................................................................................ 145 SECTION VIII – LEGAL AND OTHER INFORMATION ................................................................. 150 OUTSTANDING LITIGATIONS AND DEFAULTS ........................................................................ 150 GOVERNMENT AND OTHER APPROVALS .................................................................................. 157 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................... 158 SECTION IX – OFFERING INFORMATION ...................................................................................... 169 TERMS OF THE ISSUE ..................................................................................................................... 169 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 204 DECLARATION ...................................................................................................................................... 206 SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Definitions In this Letter of Offer, unless the context otherwise requires, the terms defined and abbreviations expanded below shall have the same meaning as stated in this section. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to “The Lakshmi Vilas Bank Limited”, “the/ our” “Bank”, “LVB”, “Issuer”, “we”, “our” and “us” are to “The Lakshmi Vilas Bank Limited” and references to “you” are to the prospective investors in the Issue. Bank Related Terms Term Description Articles/ AoA/ Articles of Our articles of association, as amended Association Anavangot Satish Kumar A.Satish Kumar Auditors Our statutory auditors, M/s Sagar & Associates, Chartered Accountants “Bank”, “the Bank”, “we”, The Lakshmi Vilas Bank Limited having its registered office at Salem Road, “us”, “our” Kathaparai, P.O. Karur – 639006, Tamil Nadu Board of Directors/Board Our board of directors or any duly constituted committees thereof Bodavaram Krishnasetty B.K.Manjunath Manjunath Equity Shares Equity shares of face value of ` 10 each Doddi Lakshmi Narayana D.L.N.Rao Rao Group Companies Includes those companies, firms and ventures that are promoted by our Promoter, irrespective of whether these entities are covered under section 370(1) (B) of the Companies Act. Kare Ramanarasimha Setty K.R.Pradeep Pradeep Subbarayalu Gunneswaran S G Prabhakharan Prabhakharan Memorandum/ MoA/ Our memorandum of association, as amended Memorandum of Association Promoter and Promoter K R Pradeep, Pranava
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