Central Bank of India
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CMYK Red Herring Prospectus Dated July 11, 2007 100% Book Built Issue Central Bank of India (Central Bank of India was originally incorporated on December 21, 1911 under provisions of the Indian Companies Act, 1882 as “The Central Bank of India Limited” with its head office at Mumbai (then known as Bombay). For details of change in name and head office, see the section titled “History and Certain Corporate Matters” on page 122 of this Red Herring Prospectus). (Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969) Head Office: Chandermukhi, Nariman Point, Mumbai 400 021 Tel: (91 22) 6638 7828; Fax: (91 22) 2283 5198 Contact Person: S.R. Shukla; Email: [email protected]; Website: www.centralbankofindia.co.in PUBLIC ISSUE OF 80,000,000 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) OF CENTRAL BANK OF INDIA (THE “BANK” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [z] PER EQUITY SHARE) AGGREGATING RS. [z] MILLION (THE “ISSUE”). THE ISSUE INCLUDES A RESERVATION OF 4,000,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE 24.68% OF THE PRE ISSUE AND 19.80% OF THE POST ISSUE FULLY DILUTED PAID-UP EQUITY CAPITAL OF THE BANK. PRICE BAND: RS. 85 TO RS. 102 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10. THE ISSUE PRICE IS 8.5 TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 10.20 TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/ Issue period not exceeding ten working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (the “NSE”) and the Bombay Stock Exchange Limited (the “BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (“BRLMs”), and the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957, (“SCRR”) this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall be available for allocation to Mutual Funds only and the remaining QIB Portion shall be available for allocation to all the QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In addition, in terms of Rule 19(2)(b) of the SCRR, a minimum of two million securities are being offered to the public and the size of the Issue shall aggregate at least Rs. 1,000 million. If at least 60% of the Net Issue cannot be Allotted to QIBs, then the entire application money will be refunded. 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. Further, 4,000,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Bank, there has been no formal market for the Equity Shares of the Bank. The face value of the Equity Shares is Rs. 10 and the Issue Price is [z] times the face value. The Issue Price (as determined by the Bank, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the book-building process) 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. IPO GRADING This Issue has been rated by Credit Analysis & Research Limited (“CARE”) as CARE IPO Grade 4 indicating ‘above average fundamentals’. For details see the section titled “General Information” on page 7 of this Red Herring Prospectus. 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 Bank 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 the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xi of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Bank, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Bank and the Issue, which is material in the context of the Issue, that the information contained in this 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 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 Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from the NSE and the BSE for the listing of the Equity Shares pursuant to letters dated June 18, 2007 and June 28, 2007, respectively. The Designated Stock Exchange for the purposes of the Issue shall be the NSE. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE ICICI SECURITIES LIMITED CITIGROUP GLOBAL MARKETS ENAM FINANCIAL CONSULTANTS IDBI CAPITAL MARKET KOTAK MAHINDRA CAPITAL INTIME SPECTRUM REGISTRY LIMITED ICICI Centre INDIA PRIVATE LIMITED PRIVATE LIMITED SERVICES LIMITED COMPANY LIMITED C-13, Pannalal Silk Mills Compound H.T. Parekh Marg 12th Floor, Bakhtawar 801/802, Dalamal Towers 5th Floor, Mafatlal Centre 3rd Floor, Bakhtawar, 229 L.B.S. Marg, Bhandup (West) Churchgate, Mumbai 400 020 Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Mumbai 400 078 Tel: (91 22) 22882460 Tel: (91 22) 6631 9999 Tel: (91 22) 66381800 Tel: (91 22) 2289 7500 Tel: (91 22) 66341100 Tel: (91 22) 2596 0320 Fax: (91 22) 22826580 Fax: (91 22) 6631 9803 Fax: (91 22) 22846824 Fax: (91 22) 2283 8782 Fax: (91 22) 22840492 Fax: (91 22) 2596 0328 Email: [email protected] Email: [email protected] Email: [email protected] Email:[email protected] Email: [email protected] Email: [email protected] Website: www.icicisecurities.com Website: www.citibank.co.in Website: www.enam.com Website: www.idbicapital.com Website: www.kotak.com Website: www.intimespectrum.com Registration No.: MB/INM000011179 Registration No.: MB/INM000010718 Registration No.: INM000006856 Registration No.: INM000010866 Registration No.: INM000008704 Registration No.: INR000003753 Contact Person: Ratnadeep Acharyya Contact Person: Amulya Goyal Contact Person: Ashish Kumbhat Contact Person: Huzefa Sitabkhan Contact Person: Chandrakant Bhole Contact Person: Vishwas Attavar ISSUE PROGRAMME BID/ISSUE OPENS ON : TUESDAY, JULY 24, 2007 BID/ISSUE CLOSES ON : FRIDAY, JULY 27, 2007 CMYK TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS ...............................................................................................................ii CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA ............................... ix FORWARD-LOOKING STATEMENTS ................................................................................................................ x RISK FACTORS...................................................................................................................................................... xi SUMMARY OF OUR BUSINESS........................................................................................................................... 1 THE ISSUE............................................................................................................................................................... 6 GENERAL INFORMATION ................................................................................................................................... 7 CAPITAL STRUCTURE........................................................................................................................................ 16 OBJECTS OF THE ISSUE....................................................................................................................................