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ICICI Bank Limited

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ICICI Bank Limited This Offer Document is not intended to be an offer to the public Private Placement Offer Document Dated : January 6, 2011 ICICI Bank Limited Registered Office: ‘Landmark’, Race Course Circle, Vadodara 390 007 Corporate Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051 Tel.: (022) 2653 1414 Fax: (022) 2653 1122 Contact Person: Sandeep Batra; E-mail: [email protected]; Website: www.icicibank.com (We were originally incorporated in Vadodara as ICICI Banking Corporation Limited on January 5, 1994 and subsequently renamed as ICICI Bank Limited on September 10, 1999) PRIVATE PLACEMENT OF UNSECURED SUBORDINATED BONDS IN THE NATURE OF DEBENTURES FOR INCLUSION AS LOWER TIER II CAPITAL OF THE ISSUER (HEREIN REFERRED TO AS THE “BONDS”). THE ISSUE AGGREGATES TO ` 2,000 CRORE (“ISSUE”) NOTE: This offer document (“Offer Document”) is for issue by way of private placement of unsecured subordinated bonds in the nature of debentures eligible for inclusion as lower tier II capital of the Issuer. Unless otherwise specified, information contained in this Offer Document is updated as of January 6, 2011. This Offer Document is not intended to constitute any offer to the public to subscribe to the Bonds. GENERAL RISKS: For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Bonds have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the section titled “Risk Factors” on page 5 of the Offer Document which needs to be considered by the investors whie investing in the Bonds. CREDIT RATING OF THE BONDS: CARE “CARE AAA” - This rating indicates that investment is of best credit quality, offering highest safety of timely servicing of debt obligations. Such instruments carry minimal credit risk. ICRA “LAAA” - This rating indicates highest-credit-quality. The rated instrument carries the lowest credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions in relation to investing in the Bonds. The ratings may be subject to revision or withdrawal or suspension at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have a right to suspend or withdraw the rating at any time on the basis of new information, etc. and therefore, a prospective investor should check the current ratings before purchasing the Bonds. Listing: Listing of the Bonds is proposed to be carried out on the Wholesale Debt Segment (WDM) of the National Stock Exchange of India Limited (NSE). REGISTRAR & TRANSFER AGENT 3i INFOTECH LIMITED Tower #5, 3rd to 6th Floors, International Infotech Park, Vashi Navi Mumbai 400 703 Tel. No.: (022) 6792 8000, Fax No.: (022) 6792 8099 Table of Contents Title Page No. Definitions and Abbreviations 3 Forward-Looking Statements 4 Risk Factors 5 Name and Address of Registered Office of the Issuer 27 Names and Addresses of the Directors 27 Summary of the Business / Activities of the Issuer 29 Brief History of the Issuer since Incorporation 38 Changes in capital structure (including authorized, issued, subscribed and borrow- 39 ings) of the Issuer Details of Bonds sought to be Issued and listed and Issue Size 46 Issue Size 46 Details of Utilisation of Proceeds 46 Material Contracts and Agreements involving financial obligations 47 Details of Borrowings by the Issuer 49 Particulars of Debt Securities issued (i) for consideration other than cash, (ii) at a 58 premium or discount, or (iii) in pursuance of an option Material Events / Developments 62 Details of highest ten holders of each kind of securities of the Issuer 67 Common form of transfer 73 Redemption Amount, Period of Maturity and Yield on Redemption of the Bonds 73 Terms and Condition of the Bonds 74 Discount on the Offer Price of the Bonds 88 Debt Equity Ratio of the Issuer 88 Servicing Behaviour on Existing Debts 89 Permission / Consent from existing creditors for creation of any charges in favour 89 of the Trustee Name of the Debenture Trustee(s) 89 Rating Rationale adopted by rating agencies 90 Listing of Bonds 90 Term Sheet 91 Credit Rating letter & Rating Rationales Annexure A 2 Definitions and Abbreviations Issue Related Terms Term Description ADS American Depository Shares representing two equity shares Articles of Association Articles of Association of the Bank Board of Directors Board of Directors of the Bank Bondholders Bondholders means the several persons who are, for the time being, holders of the Bonds and who are identified in the Register of Bondholders as holders of the respective Bonds for the time being. Corporate Office ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051 Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 as amended, modified or supplemented from time to time Depository Participant/DP A depository participant as defined under the Depositories Act, 1996 ESOS The Employee Stock Option Scheme as approved and adopted by Bank’s shareholders in January 2000 and as amended, modified or supplemented from time to time FII Foreign institutional investors GDP Gross Domestic Product I.T Income Tax I.T. Act The Income-tax Act, 1961 as amended, modified or supplemented from time to time Issuer, we, us, our, the ICICI Bank Limited Bank Memorandum Memorandum of Association of the Issuer NRI/Non Resident Indian A person who is a citizen of India or a Person of Indian origin, as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and “resident outside India”, as defined in the Foreign Exchange Management Act, 1999. NSE National Stock Exchange of India Limited RBI The Reserve Bank of India Registered Office Our registered office, being ‘Landmark’, Race Course Circle, Vadodara 390 007 RTGS Real Time Gross Settlement SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended, modified or supplemented from time to time) Trustees Trustees for the Bondholders appointed / to be appointed by the Issuer under a trustee agreement entered into / to be entered into with such bond holders Technical and Industry Terms Term Description ATM Automated Teller Machine DRR Debenture Redemption Reserve SLR or Statutory Statutory Liquidity Ratio prescribed by RBI under the Banking Regulation Liquidity Ratio Act, 1949 Conventional/General Terms Term Description AS Accounting Standards issued by the Institute of Chartered Accountants of India EPS Earnings per Equity Share Indian GAAP Generally accepted accounting principles in India 3 FORWARD-LOOKING STATEMENTS We may have included statements in this Offer Document, that contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “in- tend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pur- sue” and similar expressions or variations of such expressions that are “forward-looking state- ments”. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward- looking statement. Important factors that could cause actual results to differ materially from our ex- pectations include, among others: 1. General economic and business conditions in India and other countries (including where we have a presence); 2. Our ability to successfully implement our strategy, our growth and expansion plans and tech- nological changes; 3. Changes in the value of the Rupee and other currency changes; 4. Changes in Indian or international interest rates, credit spreads and equity market prices; 5. Changes in laws and regulations that apply to banks in India and in other countries where we are carrying on business; 6. Changes in political conditions in India and in other countries where we are carrying on busi- ness; and 7. Changes in the foreign exchange control regulations in India and in other countries where we are carrying on business. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” on page 5 of this Offer Document. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actu- al future gains or losses could materially differ from those that have been estimated. We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date of this Offer Document or to reflect the occurrence of underly- ing events, even if the underlying assumptions do not come to fruition. AVAILABLE INFORMATION You should read the information in this Offer Document together with our annual report for the year ended March 31, 2010 which accompanies this Offer Document. 4 RISK FACTORS Prospective investors should carefully consider the risks described below, before making any investment decision relating to the Bonds. The occurrence of any of the following events could have a material adverse effect on our business, results of operation and financial condition and prospects. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. Risk relating to the Bonds All Bonds being offered under this Offer Document are unsecured and RBI prescribes certain restrictions in relation to the terms of these Bonds. All Bonds being issued under this Offer Document are unsecured which means that they are not secured by any of our assets.
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