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Irb Infrastructure Developers Limited Preliminary Placement Document Subject to Completion any Not for Circulation any in to Serial Number:_____ or Strictly Confidential Shares public Equity the IRB INFRASTRUCTURE DEVELOPERS LIMITED to the (Incorporated on July 27, 1998 in the Republic of India with limited liability having corporate identity number L65910MH1998PLC115967 under the Companies Act, 1956) buy offer Our Company is issuing up to [●] equity shares of face value of ₹ 10 each (the “Equity Shares”) at a price of ₹ [●] per Equity Share (the “Issue Price”), including a premium of ₹ or an [●] per Equity Share, aggregating up to ₹ [●] million (the “Issue”). to not ISSUE IN RELIANCE UPON CHAPTER VIII OF THE is SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND and ALLOTMENT OF SECURITIES) RULES, 2014, EACH AS AMENDED subscribe to le purpose of inviting Bids for the Equity Shares Shares Equity the for Bids inviting of purpose le basis The Equity Shares are listed on BSE Limited (the “BSE”) and National Stock Exchange of India Limited (the “NSE”, and together with the BSE, the “Stock Exchanges”). The closing prices of the Equity Shares on the BSE and the NSE as at March 19, 2015 was ₹ 233.60 and ₹ 234.35 per Equity Share, respectively. In-principle approvals under Clause 24(a) offer of the Listing Agreement (as defined hereinafter) for listing of the Equity Shares have been received from both the BSE and the NSE on March 19, 2015. Applications are expected to an be made for obtaining the listing and trading approvals in relation to the Equity Shares to be expected to be issued in connection with the Issue to the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to be issued pursuant placement to the Issue for trading on the Stock Exchanges should not be taken as an indication of the merits of our Company, its business or the Equity Shares. soliciting private OUR COMPANY HAS PREPARED THIS PRELIMINARY PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH not a THE PROPOSED ISSUE. is on A copy of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as hereinafter defined)) has been delivered to the Stock Exchanges, and a and copy of the Placement Document (which shall include disclosures prescribed under Form PAS-4) is expected to be delivered to the Stock Exchanges. Our Company shall also make QIBs the requisite filings with the Registrar of Companies, Maharashtra, at Mumbai (the “RoC”), and the Securities and Exchange Board of India (“SEBI”), each within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Preliminary Placement Document has not been Shares ed. pany and is being issued for the so the for issued being is and pany reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by the eligible Eligible qualified institutional buyers (“Eligible QIBs”, as defined hereinafter). This Preliminary Placement Document has not been and will not be registered as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction. Equity for THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO ELIGIBLE QIBs IN RELIANCE UPON SECTION 42 OF THE any only COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII sell OF THE SEBI REGULATIONS. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT to CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS meant WITHIN OR OUTSIDE INDIA OTHER THAN TO ELIGIBLE QIBs. is offer This Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4) will be circulated only to such Eligible QIBs whose names are recorded by the an Company prior to making an invitation to subscribe to the Equity Shares. Issue not YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) The is REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND/OR changed. Document OTHER JURISDICTIONS. be INVESTMENTS IN EQUITY SHARES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS may THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION “RISK FACTORS” INCLUDED IN THIS PRELIMINARY PLACMENT DOCUMENT AND EXPECTED TO BE INCLUDED IN Placement and THE PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE EQUITY SHARES IN ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THE PLACEMENT DOCUMENT. complete Invitations for subscription of the Equity Shares to be issued pursuant to the Issue shall only be made pursuant to the Placement Document together with the Application Form (as Preliminary hereinafter defined) and the Confirmation of Allocation Note (as hereinafter defined). For further details, see the section “Issue Procedure”. The distribution of this Preliminary not Placement Document or the disclosure of its contents without our Company’s prior consent to any person, other than Eligible QIBs and persons retained by Eligible QIBs to advise is This them with respect to their purchase of Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, permitted. agrees to observe the foregoing restrictions and make no copies of this Preliminary Placement Document and/or any of the documents referred to in this Preliminary Placement Document. not is Shares. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within Document the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S (“Regulation S”) under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in Equity the United States only to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”) and referred to in this Preliminary Placement Document as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investors defined under applicable Indian regulations subscription Placement the and referred to in this Preliminary Placement Document as “Eligible QIBs”), and (b) outside the United States in offshore transactions as defined in and in reliance on Regulation S. or Prospective purchasers in the United States are hereby notified that we are relying on the exemption under Section 4(a)(2) of the Securities Act. The Equity Shares are transferable only in accordance with the restrictions described under “Transfer Restrictions”. For further details, see sections “Selling Restrictions” and “Transfer Restrictions”. sale purchase The information on our Company’s website, any website directly or indirectly linked to our Company’s website, or the website of the Book Running Lead Managers or their to Preliminary respective affiliates does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, any offer, such websites. this This Preliminary Placement Document is dated March 19, 2015 such in BOOK RUNNING LEAD MANAGERS investors where of class information EMKAY GLOBAL FINANCIAL SERVICES LIMITED ICICI SECURITIES LIMITED other jurisdiction The IDFC SECURITIES LIMITED Com the of Shares Equity the purchase to person any to offer public a not constitute does Document Placement Preliminary This be chang and may complete not is Document Placement this Preliminary in information The this Issue. to pursuant offered being TABLE OF CONTENTS NOTICE TO INVESTORS ............................................................................................................................ 1 REPRESENTATIONS BY INVESTORS ...................................................................................................... 3 OFFSHORE DERIVATIVE INSTRUMENTS .............................................................................................. 8 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ........................................................................
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