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The Karnataka Bank Limited

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The Karnataka Bank Limited Letter of Offer [ • ] For Eligible Shareholders only The Karnataka Bank Limited Our Bank was incorporated on February 18, 1924 as The Karnataka Bank Limited under the Indian Companies Act, 1913. The certificate of commencement of business was obtained on May 23, 1924. Our Bank received a license to carry on the banking business in India under the Banking Regulation Act, 1949, from the Reserve Bank of India on April 4, 1966. Registered Office: P.B. No. 599, Mahaveera Circle, Kankanady Mangaluru 575 002, Karnataka Contact Person: Mr. Y.V. Balachandra, Company Secretary and Compliance Officer Telephone: +91 (824) 2228182-4; Facsimile: +91 (824) 2225588; Email: [email protected] Website: www.karnatakabank.com Corporate Identity Number: L85110KA1924PLC001128 FOR PRIVATE CIRCULATION TO THE ELIGIBLE SHAREHOLDERS OF THE KARNATAKA BANK LIMITED (OUR “BANK” OR THE “ISSUER”) ONLY ISSUE OF UP TO 9,42,35,441 EQUITY SHARES OF FACE VALUE ` 10 EACH (“RIGHTS EQUITY SHARES”) OF OUR BANK FOR CASH AT A PRICE OF ` 70 PER RIGHTS EQUITY SHARE (“ISSUE PRICE”) INCLUDING A PREMIUM OF ` 60 PER RIGHTS EQUITY SHARE AGGREGATING UP TO ` 659.65 CRORE ON A RIGHTS BASIS TO THE ELIGIBLE SHAREHOLDERS OF OUR BANK IN THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARES FOR 2 (TWO) FULLY PAID-UP EQUITY SHARES HELD BY SUCH ELIGIBLE SHAREHOLDER ON THE RECORD DATE, THAT IS, [●] (“ISSUE”). THE ISSUE PRICE OF THE RIGHTS EQUITY SHARES IS SEVEN TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE SEE “TERMS OF THE ISSUE” ON PAGE 93. THE ENTIRE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS PAYABLE ON APPLICATION. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the 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 the Issue. For taking an investment decision, investors must rely on their own examination of our Bank and the Issue including the risks involved. The Rights Equity Shares 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 Letter of Offer. Investors are advised to refer to “Risk Factors” beginning on page 12 before making an investment in the Issue. ISSUER’S ABSOLUTE RESPONSIBILITY Our Bank, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Bank and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer 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 Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Bank are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). Our Bank has received “in-principle” approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their respective letters, dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange is the BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE Edelweiss Financial Services Limited Integrated Enterprises (India) Limited 14th Floor, Edelweiss House No 30 Ramana Residency Off C.S.T. Road, Kalina 4th Cross, Malleswaram Mumbai 400 098 Bengaluru 560 003 Telephone: +91 (22) 4009 4400 Telephone: + 91 (80) 23460815-818 Facsimile: +91 (22) 4086 3610 Facsimile: + 91 (80) 23460819 E-mail: [email protected] E-mail: [email protected] Website: www.edelweissfin.com Investor Grievance E-mail: [email protected] Contact Person: Mr. Viral Shah / Mr. Vaibhav Shah Website: www.iepindia.com SEBI Registration No.: INM0000010650 Contact Person: Mr. S. Vijayagopal/ Mr. E.T Balaji SEBI Registration No: INR 000000544 ISSUE PROGRAMME LAST DATE FOR ISSUE OPENS ON REQUEST FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS [●] [●] [●] TABLE OF CONTENTS SECTION I – GENERAL .................................................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS .................................................................................................... 2 NOTICE TO OVERSEAS SHAREHOLDERS ............................................................................................. 8 PRESENTATION OF FINANCIAL INFORMATION ............................................................................... 10 FORWARD LOOKING STATEMENTS .................................................................................................... 11 SECTION II: RISK FACTORS ........................................................................................................................ 12 SECTION III: INTRODUCTION .................................................................................................................... 36 THE ISSUE .................................................................................................................................................. 36 SUMMARY FINANCIAL INFORMATION .............................................................................................. 37 GENERAL INFORMATION ...................................................................................................................... 42 CAPITAL STRUCTURE ............................................................................................................................ 46 OBJECTS OF THE ISSUE .......................................................................................................................... 50 SECTION IV: STATEMENT OF SPECIAL TAX BENEFITS ..................................................................... 52 SECTION V: OUR MANAGEMENT .............................................................................................................. 55 SECTION VI: FINANCIAL INFORMATION ............................................................................................... 61 FINANCIAL STATEMENTS ..................................................................................................................... 61 MATERIAL DEVELOPMENTS ................................................................................................................ 62 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT ........................................................ 63 STOCK MARKET DATA FOR EQUITY SHARES OF OUR BANK ...................................................... 65 SECTION VII: LEGAL AND OTHER INFORMATION ............................................................................. 68 OUTSTANDING LITIGATION AND DEFAULTS .................................................................................. 68 GOVERNMENT AND OTHER APPROVALS .......................................................................................... 81 OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 82 SECTION VIII: ISSUE INFORMATION ....................................................................................................... 92 TERMS OF THE ISSUE ............................................................................................................................. 92 SECTION IX: OTHER INFORMATION ..................................................................................................... 126 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................. 126 DECLARATION .............................................................................................................................................. 128 SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Definitions This Letter of Offer uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation, act, regulation, guideline or policy will be deemed to include all amendments, modifications and replacements notified thereto, as of the date of this Letter of Offer. Bank Related Terms Term Description “Our Bank” / “the The Karnataka Bank Limited Issuer” / “We” / “Our” / “Us” “Articles of Articles of association of our Bank, as amended Association” / “Articles” “Audited Financial Statement of assets and liabilities of our Bank as of March 31, 2016 and 2015 and Statements” the statement of profit and loss account and the cash flow statements for the years ended March 31, 2016 and 2015, together with the accompanying schedules, annexures and notes, prepared in accordance with the Indian GAAP, Companies Act, including the accounting standards specified under section 133 of the Companies Act read with rule 7 of the Companies (Accounts) Rules, 2014 and provisions of section 29 of the Banking Regulation Act and circulars and guidelines issued by the RBI from time to time. “Board of Directors” / Board of directors of our Bank or a duly constituted committee thereof, as the context “Board” may refer to “Director(s)” Any or all the directors on our Board, as may be appointed from time to time “Equity Shares” Equity shares of our Bank
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