Reliance Power Limited (We Were Originally Incorporated As Bawana Power Private Limited on January 17, 1995
Total Page:16
File Type:pdf, Size:1020Kb
Prospectus Please read Section 60 of the Companies Act, 1956 100% Book Built Offer Dated January 19, 2008 Reliance Power Limited (We were originally incorporated as Bawana Power Private Limited on January 17, 1995. For details of the change in our name and registered office, see “History and Certain Corporate Matters” on page 126 of this Prospectus.) Registered and Corporate Office: H Block, First Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710, Maharashtra Company Secretary and Compliance Officer: Mr. Paresh Rathod Tel: (91 22) 3038 6010; Fax: (91 22) 3037 6633; Email: [email protected]; Website: www.reliancepower.co.in PUBLIC ISSUE OF 260,000,000 EQUITY SHARES OF Rs. 10 EACH OF RELIANCE POWER LIMITED (“RELIANCE POWER” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 450# PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 440# PER EQUITY SHARE) AGGREGATING TO Rs. 115,632 MILLION (NET OF RETAIL DISCOUNT) (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 228,000,000 EQUITY SHARES AGGREGATING TO Rs. 101,232 MILLION (NET OF RETAIL DISCOUNT) ("THE NET ISSUE") AND A PROMOTERS’ CONTRIBUTION OF 32,000,000 EQUITY SHARES AGGREGATING Rs. 14,400 MILLION. THE ISSUE WILL CONSTITUTE 11.5% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY AND THE NET ISSUE WILL CONSTITUTE 10.1% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY. ISSUE PRICE: Rs. 450 PER EQUITY SHARE OF FACE VALUE Rs. 10 EACH# THE ISSUE PRICE IS 45 TIMES THE FACE VALUE # A discount of Rs. 20 to the Issue Price determined pursuant to completion of Book Building Process has been offered to Retail Individual Bidders (“Retail Discount”). In case of revision in the Price Band, the Bidding/Issue Period will be extended by three additional 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 Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers, Co-Book Running Lead Managers and at the terminals of the Syndicate. In accordance with Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 (“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 will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, at least 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and at least 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. A discount of Rs. 20 to the Issue Price determined pursuant to completion of Book Building Process shall be offered to Retail Individual Bidders. Payment Methods Payment Method -1@ Payment Method -2 Amount Payable per Equity Retail Individual Bidders and Non-Institutional Bidders Any Category Share (In Rs.) Face Value Premium Total Face Value Premium Total # # On Application 2.5 112.5 115.0 10.0 440.0 450.0 By Due Date for Balance 7.5 327.5# 335.0# Amount Payable - - - Total 10.0 440.0# 450.0# 10.0 440.0# 450.0# @ Non-Residents require the approval of RBI for subscribing to partly paid up Equity Shares and copy of such approval should be submitted along with the Bid-cum-Application Form. See page xxxi for risks associated with Payment Method – 1 # Retail Discount, as applicable, to be adjusted. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The Issue Price is 45 times the face value. The Issue Price (as determined by our Company in consultation with the Book Running Lead Managers and the Co-Book Running Lead Managers on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process) 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 of our Company or regarding the price at which the Equity Shares will be traded after listing. 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 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 of this Prospectus. Specific attention of the investors is drawn to the section titled “Risk Factors” on page xiii of this Prospectus. IPO GRADING This Issue has been graded by CRISIL Limited as CRISIL IPO GRADE 4/5, indicating that the fundamentals of the issue are above average, in relation to other listed equity securities in India and by ICRA Limited as ICRA IPO Grade 4, indicating above average fundamentals. For details, see “General Information” beginning on page 15 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the Issue that is material in the context of the Issue, that the information contained in this 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 makes this 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 the Prospectus are proposed to be listed on the BSE and the NSE. We have received an in-principle approval from BSE and NSE for the listing of our Equity Shares pursuant to their letters dated October 15, 2007 and October 31, 2007, respectively. For the purposes of this Issue, the Designated Stock Exchange shall be the Bombay Stock Exchange Limited. BOOK RUNNING LEAD MANAGERS Kotak Mahindra Capital Company Limited UBS Securities India Private Limited ABN AMRO Securities (India) Private Limited Deutsche Equities India Private Limited 3rd Floor, Bakhtawar 2/F, Hoechst House 81 Sakhar Bhavan, DB House, Hazarimal Somani Marg, 229 Nariman Point Nariman Point Nariman Point, Fort, Mumbai 400 001 Mumbai 400 021 Mumbai 400 021 Mumbai 400 021 Tel: (91 22) 6658 4600 Tel: (91 22) 6634 1100 Tel: (91 22) 2286 2000/ 6630 9000 Tel: (91 22) 6632 5535 Fax: (91 22) 2200 6765 Fax: (91 22) 2283 7517 Fax: (91 22) 2281 4676 Fax: (91 22) 6632 5541 Email: [email protected] Email: [email protected] e-mail: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Website: Investor Grievance Id: [email protected] website: www.db.com/India Website: www.kotak.com www.ibb.ubs.com/Corporates/indianipo Website: www.abnamroindia.com Contact person: Mr. Sameer Taimni Contact Person: Mr. Kaushal Shah Contact Person: Ms. Chhavi Moodgal Contact person: Mr. Deepak Chokhani Enam Securities Private Limited ICICI Securities Limited JM Financial Consultants Private Limited J.P. Morgan India Private Limited 801/ 802, Dalamal Towers, ICICI Centre, H.T. Parekh Marg, 141 Maker Chamber III, Nariman Point, 9th Floor, Mafatlal Centre, Nariman Point, Mumbai 400 021, Churchgate, Mumbai 400 020 Mumbai 400 021 Nariman Point, Mumbai 400 021 Tel: (91 22) 6638 1800 Tel: (91 22) 2288 2460 Tel: (91 22) 6630 3030 Tel: 91 (22) 2285 5666 Fax: (91 22) 2284 6824 Fax: (91 22) 2282 6580 Fax: (91 22) 2204 7185 Fax: 91 (22) 6639 3091 Email: [email protected] Email: [email protected] Email: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Investor Grievance Id: [email protected] Email: [email protected] Website: www.enam.com Website: www.icicisecurities.com Website: www.jmfinancial.com Website: www.jpmipl.com Contact Person: Ms. Kinjal Palan Contact Person: Mr. Rajiv Poddar Contact person: Mr. Mayank Jain Contact Person: Mr. Abhishek Goenka CO-BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE Macquarie India Advisory Services Private Limited SBI Capital Markets Limited Karvy Computershare Private Limited Level 3, Mafatlal Center 202, Maker Towers ‘E’, Plot No.