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State Bank of Travancore DRAFT LETTER OF OFFER May 28, 2011 For circulation to the Equity Shareholders of our Bank only STATE BANK OF TRAVANCORE (Subsidiary of the State Bank of India) Our Bank was constituted under the State Bank of India (Subsidiary Banks) Act, 1959 as a subsidiary of State Bank of India. (For further details please refer to the chapter titled “History of our Bank and Other Corporate Matters” on page 51 of this Draft Letter of Offer.) Head Offi ce: Poojapura, Thiruvananthapuram-695 012 Tel: + 91 0471 2359975/2351903 Fax: +91 0471 2351861 Contact Person: Mr. V.Viswanathan, Compliance Offi cer E-mail: [email protected] Website: www.statebankoftravancore.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR BANK ONLY DRAFT LETTER OF OFFER ISSUE OF [●] EQUITY SHARES WITH A FACE VALUE OF `10/– EACH (“RIGHTS EQUITY SHARES”) FOR CASH AT A PRICE OF `[●]/– INCLUDING A PREMIUM OF `[●]/– AGGREGATING UPTO `500 CRORES TO THE EXISTING EQUITY SHAREHOLDERS OF OUR BANK ON RIGHTS BASIS IN THE RATIO OF [●] RIGHTS EQUITY SHARES FOR EVERY [●] EQUITY SHARES HELD ON THE RECORD DATE I.E. [●] (“RIGHTS ISSUE/ ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. 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 securities 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 document. Investors are advised to refer to the chapter titled “Risk Factors” beginning on page 8 of this Draft Letter of Offer before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confi rms that this Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and correct in all material respects 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 Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Bank are listed on the Bombay Stock Exchange Limited (“BSE”), the National Stock Exchange of India Limited (“NSE”), the Madras Stock Exchange Limited (“MSE”) and the Cochin Stock Exchange Limited (“CSE”). Our Bank has received “in-principle” approval from BSE, NSE, MSE and CSE for listing the Rights Equity Shares arising from this Issue vide letters dated [●], [●], [●] and [●] respectively. [●] is the Designated Stock Exchange for this Issue. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE BOB Capital Markets Limited SBI Capital Markets Limited* Integrated Enterprises (India) Limited 3rd Floor, South Wing, UTI Tower, Gn Block, 202, Maker Tower ‘E’, Cuffe Parade 2nd Floor, Kences Tower, Bandra Kurla Complex, Bandra East, Mumbai 400 005 No.1Ramakrishna Street , North Usman Road, Mumbai 400 051 Tel: + 91 22 22178300 T. Nagar, Chennai 600 017, Tel: +91 22 6138 9300 Fax: + 91 22 22188332 Tel: + 91 44 2814 0801-03 Fax: +91 22 6671 8535 Email: [email protected] Fax: +91 44 2814 3378 E-mail: sbtrights@bobcaps in Website: www.sbicaps.com E-mail:[email protected] Website: www.bobcaps.in Contact Person: Ms. Apeksha A. Munwanee/ Website: www.iepindia.com Contact person: Ms. Preeti Swaroop/ Mr. Nikhil Bhiwapurkar Contact Person: Mr. K. Balasubramanian Mr. Shardwan Charla SEBI Registration No.: INM000003531 SEBI Registration No.: INR000000544 SEBI Registration No.: INM000009926 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS [●] [●] [●] * SBI Capital Markets Limited is a subsidiary of State Bank of India, which is the promoter of the Issuer. SBI Capital Markets Limited has signed the due diligence certifi cate and accordingly has been disclosed as a Lead Manager. Further, in compliance with the proviso to regulation 21A(1) and explanation (iii) to regulation 21A(1) of SEBI (Merchant Bankers) Regulations, 1992, SBI Capital Markets Limited would be involved only in the marketing of the Issue STATE BANK OF TRAVANCORE TABLE OF CONTENTS PRESENTATION OF FINANCIAL INFORMATION ............................................................................. 2 ABBREVIATIONS AND TECHNICAL TERMS ...................................................................................... 3 RISK FACTORS ........................................................................................................................................... 8 SUMMARY .................................................................................................................................................. 26 SELECTED FINANCIAL INFORMATION............................................................................................ 27 GENERAL INFORMATION ..................................................................................................................... 32 CAPITAL STRUCTURE ........................................................................................................................... 38 OBJECTS OF THE ISSUE ........................................................................................................................ 41 STATEMENT OF TAX BENEFITS ......................................................................................................... 42 REGULATIONS AND POLICIES ............................................................................................................ 50 HISTORY OF OUR BANK AND OTHER CORPORATE MATTERS ................................................ 51 OUR MANAGEMENT ............................................................................................................................... 54 FINANCIAL STATEMENTS .................................................................................................................... 62 CERTAIN OTHER FINANCIAL INFORMATION ............................................................................. 103 STOCK MARKET DATA FOR EQUITY SHARES OF OUR BANK ................................................ 105 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .................................................. 107 OUTSTANDING LITIGATION AND DEFAULTS .............................................................................. 108 LICENSES AND APPROVALS .............................................................................................................. 111 STATUTORY AND OTHER INFORMATION ..................................................................................... 112 TERMS AND PROCEDURE OF THE ISSUE....................................................................................... 122 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................. 146 DECLARATION ....................................................................................................................................... 147 1 STATE BANK OF TRAVANCORE PRESENTATION OF FINANCIAL INFORMATION Unless stated otherwise, the financial information used in this Draft Letter of Offer is derived from our Bank‘s financial statements as of fiscal year 2011, prepared in accordance with Indian GAAP and the Banking Regulation Act, 1949 and in accordance with the ICDR Regulations, as stated in the report of our Statutory Auditors, M/s. Saha Ganguli & Associates, Chartered Accountants; M/s. Ramanatham & Rao, Chartered Accountants; M/s. Jain & Jain, Chartered Accountants; M/s. Jagdish Chand & Co., Chartered Accountants; M/s. B.V Rao & Co., Chartered Accountants and M/s. Sridhar & Co., Chartered Accountants. Our fiscal year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, references herein to a fiscal year, are to the fiscal year ended March 31of a particular year. We prepare our financial statements in accordance with Indian GAAP and the Banking Regulation Act, 1949. Indian GAAP differs significantly in certain respects from International Financial Reporting Standards and US Generally Accepted Accounting Principles. Neither the information set forth in the financial statements nor the format in which it is presented should be viewed as comparable to information prepared in accordance with International Financial Reporting Standard or any accounting principles other than principles specified in the Indian Accounting Standards. We do not provide a reconciliation of our financial statements to IFRS to IFRS or US GAAP financial statements. In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. CURRENCY OF PRESENTATION Unless otherwise stated, throughout this Draft Letter of Offer, all figures have been expressed in INR. All references to ―Rupees‖, ―INR‖, ―Rs.‖, ―Re.‖ or ―`‖ are to Indian Rupees,
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