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Power Finance Corporation Limited

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Power Finance Corporation Limited RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Book Built Issue Dated April 25, 2011 POWER FINANCE CORPORATION LIMITED Our Company was incorporated in New Delhi on July 16, 1986 under the Companies Act, 1956, as amended (the “Companies Act”), as a public limited company. Registered Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India Tel: +91 (11) 2345 6000 Fax: +91 (11) 2341 2545 For information on change in the registered office of our Company, see section titled “History and Certain Corporate Matters” on page 133. Company Secretary and Compliance Officer: Mr. J.S. Amitabh Tel: +91 (11) 2345 6740 Fax: +91 (11) 2345 6786 E-mail: [email protected]: www.pfcindia.com. PROMOTER : PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA FURTHER PUBLIC ISSUE OF 229,553,340 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF POWER FINANCE CORPORATION LIMITED (“POWER FINANCE”, “OUR COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [•] PER EQUITY SHARE) AGGREGATING ` [•] MILLION* (THE “ISSUE”). THE ISSUE COMPRISES A FRESH ISSUE OF 172,165,005 EQUITY SHARES BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 57,388,335 EQUITY SHARES BY THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (THE “SELLING SHAREHOLDER”) (THE “OFFER FOR SALE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 229,277,876 EQUITY SHARES (THE “NET ISSUE”) AND A RESERVATION OF NOT MORE THAN 275,464 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE 17.39% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY AND THE NET ISSUE WOULD CONSTITUTE 17.37% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH AND THE ISSUE PRICE IS [•] TIMES THE FACE VALUE. THE PRICE BAND, RETAIL DISCOUNT, EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND PUBLISHED ATLEAST ONE WORKING DAY PRIOR TO THE BID OPENING DATE, IN ONE HINDI NATIONAL DAILY NEWSPAPER AND ONE ENGLISH NATIONAL DAILY NEWSPAPER, EACH WITH WIDE CIRCULATION (HINDI ALSO BEING THE REGIONAL LANGUAGE IN THE STATE WHERE OUR REGISTERED OFFICE IS LOCATED), WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND AT THE CAP PRICE.** *subject to under subscription, withdrawal, Retail Discount, Employee Discount and consequent reallocation. **Discount of ` [•] to the Issue Price is being offered to Retail Bidders (“Retail Discount”) and to Eligible Employees (the “Employee Discount”), respectively. Discount is not offered on application, but on Allotment. The excess amount paid on application will be refunded to such Bidders or will be unblocked from their ASBA Accounts as the case may be, after Allotment. In case of revision in the Price Band, the Bidding Period will be extended for at least three additional Working Days after the revision of the Price Band subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (“BRLMs”) and the Self Certified Syndicate Banks (“SCSBs”) and at the terminals of the members of the Syndicate. This Issue is being made through the Book Building Process where up to 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). Further, 5% of the QIB Portion will be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Portion will be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. In addition, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate basis to Retail Bidders, subject to valid Bids being received at or above the Issue Price. Any Bidder may participate in this Issue through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. For more information, specific attention is invited to the section titled “Issue Procedure” on page 396. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Bidders are advised to read the Risk Factors carefully before making an investment decision in this Issue. For making an investment decision, Bidders must rely on their own examination of our Company and this Issue, including the risks involved. The Equity Shares offered 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 Bidders is invited to “Risk Factors” on page 15. ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 make 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. The Selling Shareholder confirms all information set out in this Red Herring Prospectus in its respect as the Selling Shareholder which is material in the context of Offer for Sale. LISTING The Equity Shares of our Company are listed on the BSE and the NSE. The Equity Shares being offered as a part of the Fresh Issue through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares being offered as a part of the Fresh Issue, pursuant to their letters dated April 4, 2011 and March 31, 2011, respectively. For the purposes of this Issue, the NSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE JM FINANCIAL DSP MERRILL LYNCH GOLDMAN SACHS (INDIA) ICICI SECURITIES JM FINANCIAL CONSULTANTS KARVY COMPUTERSHARE LIMITED SECURITIES PRIVATE LIMITED LIMITED PRIVATE LIMITED PRIVATE LIMITED 8th Floor, Mafatlal Centre, 951-A Rational House, Appasaheb ICICI Centre, 141, Maker Chambers III, Plot No. 17 to 24, Nariman Point, Marathe Marg, Prabhadevi, H.T. Parekh Marg, Nariman Point, Vithalrao Nagar, Mumbai - 400 021, Mumbai - 400 025, Maharashtra, India Churchgate, Mumbai - 400 020, Mumbai - 400 021, Madhapur, Maharashtra, India Tel: +91 (22) 6616 9000 Maharashtra, India Maharashtra, India Hyderabad - 500 086, Tel: +91 (22) 6632 8000 Fax: +91 (22) 6616 9090 Tel: +91 (22) 2288 2460 Tel: + 91 (22) 6630 3030 Andhra Pradesh, India Fax: +91 (22) 2204 8518 E-mail: [email protected] Fax: +91 (22) 2282 6580 Fax: + 91 (22) 2204 7185 Tel: +91 (40) 2342 0815 -820 E-mail: [email protected] Investor Grievance E-mail: E-mail: [email protected] E-mail: [email protected] Tel: (toll free): 1-800-345 4001 Investor grievance E-mail: [email protected] Investor Grievance E-mail: Investor Grievance E-mail: Fax: +91 (40) 2342 0814 [email protected] Website:http://www2.goldmansachs.com/ [email protected] [email protected] E-mail: [email protected] Website: www.dspml.com worldwide/india/indian_offerings.html Website: www.icicisecurities.com Website: www.jmfinancial.in Website: www.karvy.com Contact Person: Mr. N.S. Shekhar Contact Person: Ms. Priya Subbaraman Contact Person: Mr. Manvendra Tiwari Contact Person: Ms. Lakshmi Lakshmanan Contact Person: Mr. M. Murali Krishna SEBI Registration No.: INM000011625 SEBI Registration No.: INM000011054 SEBI Registration No.: INM000011179 SEBI Registration No.: INM000010361 SEBI Registration No.: INR000000221 BID/ISSUE PROGRAMME BID OPENS ON MAY, 10 2011 BID CLOSES ON (FOR QIB BIDDERS) MAY 12, 2011 BID CLOSES ON (FOR ALL OTHER BIDDERS) MAY 13, 2011 TABLE OF CONTENTS SECTION I – GENERAL ....................................................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS ............................................................................................................ 2 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ................................................................................................................... 10 NOTICE TO INVESTORS .................................................................................................................................
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