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Gujarat Pipavav Port Ltd DRAFT RED HERRING PROSPECTUS Dated December 21, 2009 Please read Section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon RoC filing) 100% Book Building Issue GUJARAT PIPAVAV PORT LIMITED (Our Company was incorporated as Gujarat Pipavav Port Limited on August 5, 1992, a public limited company under the Companies Act, 1956. For details of changes in the Registered Office of our Company, see the section titled “History and Certain Corporate Matters” on page 88 of this Draft Red Herring Prospectus) Registered Office: Pipavav Port, At Post Uchchaiya via Rajula, District Amreli, Gujarat 365 560 Tel: (91 2794) 302 400, Fax: (91 2794) 302 402 Corporate Office: Empire Industries Complex, 414, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 Contact Person: Mr. Manish Agnihotri, Company Secretary and Compliance Officer Tel: (91 22) 3001 1300, Fax: (91 22) 3001 1333, Email: [email protected], Website: www.pipavav.com PROMOTERS OF OUR COMPANY: APM TERMINALS B.V., APM TERMINALS MAURITIUS HOLDING LIMITED AND APM TERMINAL MAURITIUS LIMITED PUBLIC ISSUE OF [●] EQUITY SHARES OF Rs. 10 EACH OF GUJARAT PIPAVAV PORT LIMITED (“GPPL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING TO Rs. 5,000 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UPTO 11,707,369 EQUITY SHARES BY THE INFRASTRUCTURE FUND OF INDIA, LLC AND THE INDIA INFRASTRUCTURE FUND, LLC (THE “SELLING SHAREHOLDERS”) (“OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE THE “ISSUE”). THE ISSUE ALSO INCLUDES A RESERVATION OF UPTO [●] EQUITY SHARES OF Rs. 10 EACH AGGREGATING TO Rs. 100 MILLION FOR THE ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE [●]% OF THE POST ISSUE PAID UP CAPITAL OF OUR COMPANY. THE NET ISSUE WILL CONSTITUTE [●]% OF THE POST ISSUE PAID UP CAPITAL OF OUR COMPANY.* *Our Company is considering a pre-IPO placement of an amount aggregating up to Rs. [●] million with various investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of our Company and will be out of the Fresh Issue portion. Our Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Fresh Issue portion and the Issue size would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue of 10% of the post Issue paid-up capital being available for allocation to the public. THE FACE VALUE OF EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH BOOK RUNNING LEAD MANAGERS AND THE CO-BOOK RUNNING LEAD MANAGER AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLMs”) and the Co-Book Running Lead Manager (“CBRLM”) and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957, as amended from time to time (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the 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. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money shall be refunded forthwith. Further, upto [●] Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid bids being received at or above the Issue Price. Potential investors may participate in this Issue through an Application Supported by Blocked Amount providing details about the bank account which will be blocked by the Self Certified Syndicate Bank for the same. Only Resident Retail Individual Investors can participate through this process. For details, please see the section entitled ‘Issue Procedure’ on page 231 of this Draft Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 per Equity Share. The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value. The Issue Price (as has been determined and justified by our Company, the Selling Shareholders, the BRLMs and the CBRLM as stated under the paragraph on “Basis for Issue Price”) 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. IPO GRADING This Issue has been graded by [●] as [●] (pronounced [●]) indicating [●] through its letter dated [●]. For details, please see the section entitled “General Information” on page 10 of this Draft Red Herring Prospectus. 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 our Company and the Issue including the risks involved. The Equity Shares offered 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. Specific attention of the investors is invited to the section entitled “Risk Factors” on page xiv of this Draft Red Herring Prospectus. 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 the Issue, which is material in the context of the 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 will make 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 ARRANGEMENT The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received ‘in-principle’ approval from the NSE and the BSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For purposes of this Issue, the Designated Stock Exchange shall be the [●]. CO-BOOK RUNNING LEAD BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE MANAGER IDFC-SSKI LIMITED KOTAK MAHINDRA CAPITAL IDBI CAPITAL MARKET SERVICES KARVY COMPUTERSHARE PRIVATE 803-4 Tulsiani Chambers, 8th Floor, COMPANY LIMITED LIMITED LIMITED Nariman Point 3rd Floor, Bakhtawar, 229 5th Floor, Mafatlal Centre Plot no. 17 – 24, Vittalrao Nagar Mumbai 400 021 Nariman Point Nariman Point Madhapur Tel: (91 22) 6638 3333 Mumbai 400 021 Mumbai 400 021 Hyderabad – 500 081 Fax: (91 22) 2282 6615 Tel: (91 22) 6634 1100 Tel: (91 22) 4322 1212 Tel: (91 40) 2342 0815-24 Fax: (91 22) 2285 0785 E-mail: [email protected] Fax: (91 22) 2283 7517 Fax: (91 40) 2343 1551 Email: [email protected] Investor Grievance Email: Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: Website: http://karisma.karvy.com [email protected] Website: www.sski.co.in [email protected] Investor Grievance ID: [email protected] Website: www.idbicapital.com Contact Person: Mr. Hiren Raipancholia Website: www.kotak.com Contact Person: Mr. M. Murali Krishna Contact Person: Mr. Hemant Bothra SEBI Reg. No. INM000011336 Contact Person: Mr.
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