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I SUZLON ENERGY LIMITED Draft Red Herring Prospectus Dated July 11, 2005 Please read Section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Building Issue SUZLON ENERGY LIMITED Registered Office: “Suzlon”, 5, Shrimali Society, Near Shri Krishna Complex, Navrangpura, Ahmedabad 380009, India Tel: (91 79) 2647 1100; Fax: (91 79) 2656 5540. Corporate Office: Godrej Millennium, 5th Floor, 9 Koregaon Park Road, Pune 411 001, India Tel: (91 20) 5602 2000; Fax: (91 20) 5602 2100. Contact person: Hemal A. Kanuga; E-mail: [email protected]; Website: www.suzlon.com (We were incorporated as a public limited company under the Companies Act, 1956 on April 10, 1995. For changes in the registered office, please see the section titled “History and Certain Corporate Matters” on page 89 of this Draft Red Herring Prospectus) PUBLIC ISSUE OF 29,340,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS [•] PER EQUITY SHARE) AGGREGATING RS. [•] MILLION, CONSISTING OF A FRESH ISSUE OF 26,762,680 EQUITY SHARES BY SUZLON ENERGY LIMITED (“COMPANY” OR “ISSUER”) AND AN OFFER FOR SALE OF 2,577,320 EQUITY SHARES BY CITICORP INTERNATIONAL FINANCE CORPORATION INC. (“CITICORP” OR THE “SELLING SHAREHOLDER”). THE FRESH ISSUE AND THE OFFER FOR SALE ARE JOINTLY REFERRED TO HEREIN AS THE “ISSUE”. 585,000 EQUITY SHARES WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY PERMANENT EMPLOYEES IN INDIA OF SEL AND ITS SUBSIDIARIES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE 10.20% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY PRICE BAND: Rs. [•] TO Rs. [•] PER EQUITY SHARE OF FACE VALUE Rs. 10 THE FACE VALUE OF THE SHARES IS RS. 10 AND THE FLOOR PRICE IS [•] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [•] TIMES OF THE FACE VALUE. The Issue is being made through the 100% book building process where not less than 60% of the Net Issue shall be allocated on a discretionary basis to Qualified Institutional Buyers (“QIBs”). Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net 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. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the shares is Rs. 10 and the Floor Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Price Band (as determined by the Company and the Selling Shareholder in consultation with the Book Running Lead Managers (“BRLMs”) and the Co-Book Running Lead Managers (“CBRLMs”) on the basis of assessment of market demand for the Equity Shares by way of book building) 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. 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 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 of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xii of this Draft Red Herring Prospectus. ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY The Company and the Selling Shareholder having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the 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 makes 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 The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the National Stock Exchange of India Limited (Designated Stock Exchange) and the Stock Exchange, Mumbai. We have received in-principle approval from the National Stock Exchange of India Limited and the Stock Exchange, Mumbai, for the listing of the Equity Shares pursuant to letters dated [•] and [•], respectively. BOOK RUNNING LEAD MANAGERS SENIOR Co-BOOK Co-BOOK RUNNING REGISTRAR TO THE RUNNING LEAD LEAD MANAGER ISSUE MANAGER JM MORGAN STANLEY ENAM FINANCIAL CLSA INDIA LIMITED YES BANK LIMITED KARVY PRIVATE LIMITED CONSULTANTS PVT 8/F Dalamal House Nehru Centre COMPUTERSHARE 141, Maker Chambers III, LTD Nariman Point 9th Floor, Discovery of India PRIVATE LIMITED Nariman Point 801/ 802, Dalamal Towers Mumbai 400 021, India Building, Dr. Annie Besant Karvy House, 46 Avenue 4 Mumbai 400 021, India Nariman Point Tel: (91 22) 5650 5050 Road, Worli Street No. 1, Banjara Hills Tel.: (91 22) 5630 3030 Mumbai 400 021, India Fax: (91 22) 2284 1657 Mumbai 400 018, India Hyderabad 500 034, India Fax.: (91 22) 5630 1694 Tel: (91 22) 5638 1800 E-mail: [email protected] Tel: (91 22) 5669 9000 Tel: (91 40) 2332 3031 Email: Fax: (91 22) 2284 6824 Website: www.india.clsa.com Fax: (91 22) 2490 0314 Fax: (91 40) 2330 4703 suzlonipo@jmmorganstanley E-mail: E-Mail: Email: .com [email protected] [email protected] [email protected] Website: Website: www.enam.com Website: www.yesbank.co.in Website: www.karvy.com www.jmmorganstanley.com ISSUE PROGRAMME BID / ISSUE OPENS ON BID / ISSUE CLOSES ON i TABLE OF CONTENTS SECTION I- GENERAL DEFINITIONS AND ABBREVIATIONS ...................................................................................................... III CERTAIN CONVENTIONS; USE OF MARKET DATA.............................................................................. X FORWARD-LOOKING STATEMENTS .......................................................................................................XI SECTION II- RISK FACTORS ................................................................................................................... XII SECTION III- INTRODUCTION SUMMARY........................................................................................................................................................1 THE ISSUE.........................................................................................................................................................5 SELECTED FINANCIAL INFORMATION .................................................................................................... 6 GENERAL INFORMATION ............................................................................................................................9 CAPITAL STRUCTURE.................................................................................................................................16 OBJECTS OF THE ISSUE ..............................................................................................................................28 BASIS FOR ISSUE PRICE..............................................................................................................................39 STATEMENT OF TAX BENEFITS ...............................................................................................................41 SECTION IV- ABOUT US THE MARKET FOR WIND ENERGY PRODUCTS ....................................................................................50 BUSINESS........................................................................................................................................................57 REGULATIONS AND POLICIES..................................................................................................................85 HISTORY AND CERTAIN CORPORATE MATTERS................................................................................89 OUR MANAGEMENT....................................................................................................................................98 OUR PROMOTERS.......................................................................................................................................109 RELATED PARTY TRANSACTIONS ........................................................................................................142 CURRENCY OF PRESENTATION .............................................................................................................148 DIVIDEND POLICY .....................................................................................................................................149 SECTION V- FINANCIAL INFORMATION FINANCIAL STATEMENTS........................................................................................................................150
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