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Private & Confidential – Not for Circulation This document is neither a prospectus nor a statement in lieu of prospectus but a Disclosure Document prepared 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 and its amendments CENTRAL BANK OF INDIA (A Government of India Undertaking) Constituted under the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 Head Office: Chandermukhi, Nariman Point, Mumbai 400 021 Tel: (022) 66387791 Fax: (022) 22043483 E-mail: [email protected]/ [email protected] Website: www.centralbankofindia.co.in DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UNSECURED PERPETUAL TIER-I BONDS (SERIES II) IN THE NATURE OF PROMISSORY NOTES OF ` 10 LAKH EACH FOR CASH AT PAR AGGREGATING ` 200 CRORE WITH A GREENSHOE OPTION UPTO A MAXIMUM OF 300 CRORES (TOTAL AMOUNT NOT EXCEEDING 500 CRORES) REGISTRARS TO THE ISSUE TRUSTEE FOR THE BONDHOLDERS MCS Ltd. IDBI Trusteeship Services Ltd. Office No. 21/22 Registered Office Ground Floor, Asian Building, Ground Floor Kashiram Jamnadas Building 17, R Kamani Marg, Ballard Estate 5. P D Mello Road, Mumbai – 400001 (Ghadiyal Godi) Tel: (022) 40807000 Mumbai – 400009 Fax: 91-22-66311776/ 22625247 Phone: 022-23726252 -55 E-mail: [email protected] Fax: - 022-23726256 E-mail: [email protected] ARRANGERS TO THE ISSUE (IN ALPHABETIC ORDER) A. K. Capital Services Ltd. Darashaw & Co. (P) Ltd. ICICI Securities Primary ICICI Bank Ltd. 609, 6th Floor, Antriksh A-238, IInd Floor, Dealership Ltd. ICICI Bank Tower Bhawan Defence Coloney ICICI Tower, NBCC Place Bandra-Kurla Complex 22, Kasturba Gandhi Marg New Delhi-110024 Bhisham, Pitamah Marg Bandra (East) New Delhi – 110 001 Tel: (011)46008585-90 Pragati Vihar, Mumbai – 400 051 Tel: (011) 23739628 Fax: 91-11-24333401 New Delhi-110003 Tel: (022) 26531027 Fax: (011) 23739627 Tel: (011) 24390025 / 26 Fax: 91-22-26531063 Fax: 91-11-43560036 Kotak Mahindra Bank Ltd. Pioneer Investcorp Ltd. SBI Capital Markets Ltd. Standard Chartered Bank 2nd Floor Bhaktawar, 1216, 12th Floor, Maker 202, Maker Tower-E Cresenzo, 5th Floor, 229 Nariman Point Chamber V, Cuffe Parade C-38/39, G-Block, Mumbai 400021 Nariman Point, Mumbai – 400005 Behind MCA Club, Tel No: (022) 67836058 Mumbai - 400021 Tel: (022) 22178300 Bandra Kurla Complex, (022) 67836038 Tel : (022) 6618 6400/ 6618 Fax: 91-22-2218 8332 Bandra (E), Mumbai – 400 Fax No: (022)- 22885661 6633 051 Fax: 91-22- --------------------- Contact Number: +91 22 6115 8934 Fax: +91 22 6115 7700 Trust Investment Advisor YES Bank Ltd. (I) Pvt. Ltd. Nehru Centre, 9th Floor 1101, Naman Centre, Discovery of India G Block, C-31, Bandra Kurla Dr. A.B. Road, Worli Complex, Bandra (East) Mumbai - 400 018 Mumbai - 400051 Tel: (022) 66699219 Tel: (022) 40845000, Fax: (022) 66699018 Fax: 91-22-40845052 / 66 2 TABLE OF CONTENTS INDEX TITLE I. DEFINITIONS/ ABBREVIATIONS II. DISCLAIMER III. NAME AND ADDRESS OF HEAD OFFICE OF THE ISSUER IV. NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF V. BUSINESS BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN VI. CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS VII. SUMMARY TERM SHEET TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK VIII. 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) IX. CREDIT RATING & RATIONALE THEREOF X. NAME OF DEBENTURE TRUSTEE XI. STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED DETAILS OF OTHER BORROWINGS (DETAILS DEBT SECURITIES ISSUED IN THE PAST, PARTICULARS OF DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER XII. THAN CASH OR AT A PREMIUM OR DISCOUNT OR IN PURSUANCE OF AN OPTION, HIGHEST TEN HOLDERS OF EACH CLASS OR KIND OF SECURITIES, DEBT EQUITY RATIO) XIII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS XIV. UNDERTAKING REGARDING COMMON FORM OF TRANSFER XV. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE XVI. PERMISSION / CONSENT FROM PRIOR CREDITORS MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF XVII. THE ISSUER XVIII. DECLARATION XIX. ANNEXURES A. CREDIT RATING LETTER FROM CRISIL B. CREDIT RATING LETTER FROM BRICKWORK RATINGS C. CONSENT LETTER FROM IDBI TRUSTEESHIP SERVICES LTD. D. COPY OF IN-PRINCIPLE APPROVAL FROM BSE E.. APPLICATION FORM F. INSTRUCTION 3 DEFINITIONS/ ABBREVIATIONS ALM Asset Liability Management ATM Automated Teller Machine Board/ Board of The Board of Directors of Central Bank of India or Committee thereof Directors Bonds Unsecured Perpetual Tier I Bonds (Series II) in the nature of Promissory Notes 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 on maturity or Record Date on exercise of Call Option) BSE BSE Limited.. CAR Capital Adequacy Ratio CRAR Capital to Risk Assets Ratio CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Ltd. CDR Corporate Debt Restructuring CRR Cash Reserve Ratio Disclosure Document Disclosure Document dated September 25th , 2012 for Private Placement of Unsecured Perpetual Tier I Bonds (Series II) in the nature of Promissory Notes of Rs. 10,00,000/- each for cash at par aggregating ` 200 Crore with green shoe option upto a maximum of 300 crores (total amount not exceeding 500 Crores) to be issued by Central Bank of India 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 DICGC Deposit Insurance and Credit Guarantee Corporation of India Director(s) Director(s) of Central Bank of India unless otherwise mentioned DP Depository Participant EPS Earnings 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 Trustee IDBI Trusteeship Services Ltd. I.T. Act The Income Tax Act, 1961, as amended from time to time CRISIL Credit Rating Information Services of India Limited MoF Ministry of Finance Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-1/BOND/Cir- 5/2009 dated November 26, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010 NPAs Non Performing Assets NRIs Non Resident Indians NSDL National Securities Depository Ltd. CSDL Central Securities Depository Ltd. OCBs Overseas Corporate Bodies PAN Permanent Account Number PLR Prime Lending Rate INR 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 Securitization 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 SLR Statutory Liquidity Ratio TDS Tax Deducted at Source The Bank/ the Issuer Central Bank of India, constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 The Companies Act The Companies Act, 1956 as amended from time to time The Act The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 The Issue/ The Offer/ Private Placement of Unsecured Perpetual Tier I Bonds (Series II) in the nature of Promissory Private Placement Notes of Rs. 10,00,000/- each for cash at par aggregating to Rs. 200 Crore with green shoe option upto a maximum of 300 crores (total amount not exceeding 500 Crores) to be issued by Central Bank of India 4 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. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds to be issued by Central Bank of India (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.