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Punjab National Bank Serial No.: [____] Private & Confidential – For Private Circulation Only Addressed to: _______________________________ Disclosure Document dated: February 20, 2014 PUNJAB NATIONAL BANK (A Government of India Undertaking) Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 Head Office: 7, Bhikaiji Cama Place, New Delhi - 110 066 Tel No: (011) 26102303 Fax No: (011) 26108741 E-mail: [email protected] Website: www.pnbindia com DISCLOSURE DOCUMENT ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012, AS AMENDED AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014, AS AMENDED PRIVATE PLACEMENT OF NON-CONVERTIBLE REDEEMABLE UNSECURED BASEL III COMPLIANT TIER 2 BONDS (SERIES XIV) FOR INCLUSION IN TIER 2 CAPITAL IN THE NATURE OF DEBENTURES OF FACE VALUE OF RS. 10 LAKHS EACH (“BONDS”) AT PAR AGGREGATING RS. 1000 CRORE BY PUNJAB NATIONAL BANK (“PNB” OR THE “ISSUER” OR THE “BANK”) REGISTRARS TO THE ISSUE TRUSTEE FOR THE BONDHOLDERS Alankit Assignments Ltd. IDBI Trusteeship Services Ltd. R. R. House, Ideal Industrial Estate, Registered Office Opp. New Empire Mills, Asian Building, Ground Floor Lower Parel, Mumbai, 17, R Kamani Marg, Ballard Estate Maharashtra 400013 Mumbai – 400 001 Tel: (022) 4348 1234 Tel: (022) 40807000 Fax: 91-22-66311776 E-mail: [email protected] LEAD ARRANGERS TO THE ISSUE ICICI Securities PNB Investment A. K. Capital Services Trust Investment Primary Dealership Ltd. Services Ltd. Ltd. Advisors Pvt. Ltd. ICICI Centre 10 Rakesh Deep Building, 30 - 39, 3rd Floor 109/110, 1st Floor, H T Parekh Marg Yusuf Sarai Commercial Free Press House Balarama Village, Churchgate Complex, Gulmohar 215, Nariman Point Parigkhari; Bandra Kurla Mumbai – 400 020 Enclave, New Delhi Mumbai – 400 021 Complex, Bandra (East), Tel: (022) 22882460/70 Tel: (011) 41035050 Tel: (022) 66349300 Mumbai – 400 051. Fax: 91-22-22882312 Fax: 91-11-41035057 Fax: 91-22-66360977 Tel : 022- 40845000; Fax : 022- 40845066 Disclosure Document TABLE OF CONTENTS INDEX TITLE I. DEFINITIONS/ ABBREVIATIONS II. DISCLAIMER III. ISSUER INFORMATION IV. DETAILS OF THE DIRECTORS OF THE ISSUER V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF VI. BUSINESS KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 VII. AUDITED YEARS BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, VIII. CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS AUDITED STANDALONE & CONSOLIDATED FINANCIAL INFORMATION OF THE IX. ISSUER LIMITED REVIEW QUARTERLY STANDALONE FINANCIAL INFORMATION OF THE X. ISSUER AS OF DECEMBER 31, 2013 XI. SUMMARY TERM SHEET TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK XII. EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR) XIII. CREDIT RATING FOR THE BONDS XIV. NAME OF DEBENTURE TRUSTEE XV. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS XVI. OF THE ISSUER XVII ILLUSTRATION OF BOND CASH FLOWS XVIII. DECLARATION XIX. ANNEXURES A. CREDIT RATING LETTER FROM CRISIL B. CREDIT RATING LETTER FROM CARE C. CONSENT LETTER FROM IDBI TRUSTEESHIP SERVICES LTD. D. APPLICATION FORM E. INSTRUCTIONS 2 Disclosure Document I. DEFINITIONS/ ABBREVIATIONS ALM Asset Liability Management ATM Automated Teller Machine Board/ Board of The Board of Directors of Punjab National Bank or Committee thereof Directors Bonds Unsecured Redeemable Non-Convertible Basel III compliant Tier-II Bonds (Debt Capital Instruments) (Series-XIV) in the nature of Debentures of Rs. 10,00,000/- each offered through private placement route under the terms of this Disclosure Document Book Closure/ The date of closure of register of Bonds for payment of interest and repayment of principal (either Record Date on maturity or on exercise of Call Option) Brickwork Brickwork Ratings India Pvt. Ltd. CAR Capital Adequacy Ratio CARE Credit Analysis & Research Ltd. CRISIL CRISIL Ltd. CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Ltd. CDR Corporate Debt Restructuring CRR Cash Reserve Ratio Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, bonds and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time Depositories Act The Depositories Act, 1996, as amended from time to time Depository Participant A Depository participant as defined under Depositories Act Designated Stock National Stock Exchange of India Ltd. Exchange DICGC Deposit Insurance and Credit Guarantee Corporation of India Director(s) Director(s) of Punjab National Bank unless otherwise mentioned DP Depository Participant ECGC Export Credit Guarantee Corporation of India EPS Earning Per Share FDI Foreign Direct Investment FEDAI Foreign Exchange Dealers Association of India FIs Financial Institutions FIIs Foreign Institutional Investors Financial Year/ FY Period of twelve months period ending March 31, of that particular year GoI Government of India/ Central Government HUF Hindu Undivided Family ITSL/ Trustee IDBI Trusteeship Services Ltd. Issuer/ PNB/ Bank Punjab National Bank Disclosure Document Disclosure Document dated February 20, 2014 for Private Placement of Unsecured Redeemable Non-Convertible Basel III compliant Tier-II Bonds (Debt Capital Instruments) (Series-XIV) in the nature of Debentures of Rs. 10,00,000/- each for cash at par aggregating Rs. 1000 crore to be issued by Punjab National Bank I.T. Act The Income Tax Act, 1961, as amended from time to time MoF Ministry of Finance NPAs Non Performing Assets NRIs Non Resident Indians NSE National Stock Exchange of India Ltd. NSDL National Securities Depository Ltd. OCBs Overseas Corporate Bodies PAN Permanent Account Number PLR Prime Lending Rate Rs. Indian National Rupee RBI Reserve Bank of India RTGS Real Time Gross Settlement Registrar Registrar to the Issue, in this case being MCS Ltd. SARFAESI Act Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013- 14/43/207 Dated January 31, 2014, as amended. SLR Statutory Liquidity Ratio TDS Tax Deducted at Source The Bank/ the Issuer Punjab National Bank, constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980. The Board The Board of Directors of the Bank The Companies Act The Companies Act, 1956 as amended from time to time The Act Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 The Issue/ The Offer/ Private Placement of Unsecured Redeemable Non-Convertible Subordinated Tier-II Bonds (Debt Private Placement Capital Instruments) (Series-XIIV) in the nature of Debentures of Rs. 10,00,000/- each for cash at par aggregating Rs. 1000 crore to be issued by Punjab National Bank 3 II. DISCLAIMER GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) regulations, 2012 issued vide circular no.. LAD-NRO/GN/2012-13/19/5392 Dated October 12, 2012, as amended. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds to be issued by Punjab National Bank (the “Issuer”/ the “Bank”/ the “Issuer Bank”). The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies). The Bank certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document.
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