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CESC LIMITED Incorporated in the Republic of India As a Company Under the Companies Act, 1956 with Corporate Identification Number L31901WB1978PLC031411

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CESC LIMITED Incorporated in the Republic of India As a Company Under the Companies Act, 1956 with Corporate Identification Number L31901WB1978PLC031411 Placement Document Not for Circulation Private and Confidential Serial No. [●] CESC LIMITED Incorporated in the Republic of India as a company under the Companies Act, 1956 with corporate identification number L31901WB1978PLC031411. Registered Office and Corporate Office: CESC House, Chowringhee Square, Kolkata, 700 001, India. Telephone: +91 033 2225 6040; Fax: +91 033 2225 5155, email: [email protected]; website: www.cesc.co.in. CESC Limited (the “ Company” or the “Issuer” ) is issuing up to 7,621,118 equity shares of face value of Rs. 10 each (“ Equity Shares ”) at a price of Rs. 644 per Equity Share, including a premium of Rs.634 per Equity Share, aggregating to Rs. 4,908 million (“ Issue ”). ISSUE IN THE RELIANCE UPON SECTIONS 42 AND 62 OF THE COMPANIES ACT, 2013 AND CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (“SEBI ICDR REGULATIONS”). THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS (“QIB”) AS DEFINED IN SEBI ICDR REGULATIONS IN RELIANCE UPON CHAPTER VIII OF SEBI ICDR REGULATIONS, AS AMENDED AND SECTION 42 OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QIB. THIS PLACEMENT DOCUMENT WILL BE CIRULATED ONLY TO SUCH QIBS WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO EQUITY SHARES. Invitations, offers and sales of the Equity Shares shall only be made pursuant to the Preliminary Placement Document, this Placement Document, the Application Form and the Confirmation of Allocation Note. See the “Issue Procedure”. The distribution of this Placement Document or the disclosure of its contents to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document. Copies of the Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter)) and this Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter)) have been delivered to the National Stock Exchange of India Limited (“ NSE ”), the Calcutta Stock Exchange Limited (“ CSE ”) and the BSE Limited (“ BSE ”) (collectively the “Stock Exchanges ”). This Placement Document has not been reviewed by the Securities and Exchange Board of India (“ SEBI ”), the Reserve Bank of India (“RBI ”), the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. Our Company shall make the requisite filings with the Registrar of Companies, West Bengal (“ ROC ”) and the SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Placement Document has not been and will not be registered as a prospectus with the RoC, and 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. The Issue is meant only for QIBs by way of a private placement and is not an offer to the public or to any other class of investors. The Placement Document does not constitute a public offer to any person to purchase the Equity Shares of our Company. This Placement Document is not an offer to sell securities, and is not soliciting an offer to buy securities in any jurisdiction where such offer or sale is not permitted. INVESTMENTS IN THE EQUITY SHARES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENTS. PROSPECTIVE INVESTORS ARE ADVISED TO READ THE “RISK FACTORS” CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT. The information on our Company’s website or any website directly or indirectly linked to our Company‘s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. Our Company’s Equity Shares are listed on the Stock Exchanges. The closing price of the outstanding Equity Shares on the BSE and the NSE on October 30, 2014 was Rs. 657.60 and Rs. 658.90 per Equity Share, respectively. No Equity Shares of our Company were traded on the CSE on October 30, 2014. In-principle approvals under Clause 24(a) of the Listing Agreement for listing of the Equity Shares have been received from the BSE, NSE and CSE on October 28, 2014. Applications to the Stock Exchanges will be made for obtaining final listing and trading approvals for the Equity Shares offered through this Placement Document. 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 trading on the Stock Exchanges should not be taken as an indication of the merits of our business or the Equity Shares. YOU MAY NOT BE AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENTS 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 DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PLACEMENT DOCUMENT. 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 the United States 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 the United States only to persons who are both qualified institutional buyers (as defined in Rule 144A under the Securities Act (“ Rule 144A ”) and referred to in this 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 and referred to in this Placement Document as “ QIBs ”) and (b) outside the United States in compliance with Regulation S under the Securities Act. 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. For further information, see section “Selling Restrictions” on page 199 and “Purchaser Representations and Transfer Restrictions” on page 206. GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS This Placement Document is dated October 31, 2014. TABLE OF CONTENTS NOTICE TO INVESTORS ..................................................................................................................................................................1 REPRESENTATIONS BY INVESTORS ...........................................................................................................................................3 OFF-SHORE DERIVATIVE INSTRUMENTS .................................................................................................................................8 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ............................................................................................................9 PRESENTATION OF FINANCIAL AND OTHER DATA ............................................................................................................ 10 MARKET AND INDUSTRY DATA ................................................................................................................................................. 11 AVAILABLE INFORMATION ........................................................................................................................................................ 12 FORWARD LOOKING STATEMENTS ......................................................................................................................................... 13 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................................................. 15 EXCHANGE RATES ......................................................................................................................................................................... 16 DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................ 17 DISCLOSURE REQUIREMENTS
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