Bid/Issue Opens on July 29, 2004 • Bid/Issue Closes on August 5, 2004
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Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, India. Tel.: (91 22) 5665 8282, Fax: (91 22) 5665 8080, Email: [email protected], Website: www.tcs.com Corporate Office: 11th Floor, Air India Building, Nariman Point, Mumbai 400 021, India. Tel.: (91 22) 5668 9999, Fax: (91 22) 5668 9661, Email:[email protected] Public Issue of 55,452,600 Equity Shares of Re. 1 each for cash at a price of Rs.[•] per Equity Share aggregating Rs.[•] million, consisting of a Fresh Issue of 22,775,000 Equity Shares of Re. 1 each by Tata Consultancy Services Limited (“TCS Limited” or the “Company” or the “Issuer”) and an Offer for Sale of 32,677,600 Equity Shares by Tata Sons Limited (“Tata Sons”) and certain other shareholders of TCS Limited (together with Tata Sons, the “Selling Shareholders”). The Fresh Issue and the Offer for Sale are jointly referred to herein as the “Offer”. The Offer will include Employee Reservation Portion of 5,545,260 Equity Shares. There will also be a Green Shoe Option of 8,317,880 Equity Shares of Re. 1 each to be offered by Tata Sons for cash at a price of Rs. [•] per Equity Share aggregating Rs. [•] million. The Offer and the Green Shoe Option aggregate Rs. [•] million. The face value of the Equity Shares is Re. 1 and the Offer Price is [•] times of the face value. 100% BOOK BUILDING ISSUE BID/ISSUE OPENS ON JULY 29, 2004 BID/ISSUE CLOSES ON AUGUST 5, 2004 QIBs Non-Institutional Investors Retail Individual Investors QIBs Non-Institutional Investors Retail Individual Investors (1) (1) Allotment Mode Compulsory in dematerialised mode Compulsory in dematerialised mode Compulsory in dematerialised mode Number of Equity Shares Offer size less allocation to Non- Minimum of 7,486,090 Equity Shares Minimum of 12,476,840 Equity Shares Institutional Investors and Retail Investors available for allocation Trading Lot One Equity Share One Equity Share One Equity Share subject to minimum of 29,944,410 Equity (1) Shares Who can Apply Public financial institutions, as defined in section 4A of Resident Indian individuals, HUF (in the name Individuals including NRIs and HUFs (in the Percentage of Offer Size 60% of the Net Offer to Public(1) Minimum 15% of the Net Offer to Public Minimum 25% of the Net Offer to Public or Net the Companies Act, scheduled commercial banks, mu- of Karta), companies, corporate bodies, NRIs, name of Karta) applying for such number of or Net Offer size less allocation to QIBs Offer Size less allocation to QIBs and Non- tual funds, foreign institutional investors registered with societies and trusts Equity Shares such that the Bid Amount does and Retail Portion(1) Institutional Portion(1) SEBI, multi-lateral and bi-lateral development financial not exceed Rs. 50,000 institutions, venture capital funds registered with SEBI, Basis of Allocation or Discretionary Proportionate Proportionate foreign venture capital investors registered with SEBI, Allotment state industrial development corporations, Insurance Companies registered with Insurance Regulatory and Minimum Bid Such number of Equity Shares that the Bid Such number of Equity Shares that the 7 Equity Shares and thereafter in multiple of Development Authority, Provident Funds with minimum Amount exceeds Rs.50,000 and in multiples Bid Amount exceeds Rs.50,000 and in 7 Equity Shares corpus of Rs. 250 million and Pension Funds with mini- of 7 Equity Shares multiples of 7 Equity Shares mum corpus of Rs. 250 million Terms of Payment Full Bid Amount on Bidding unless waived by the Syndi- Full Bid Amount on Bidding unless waived by Full Bid Amount on Bidding unless waived Maximum Bid Not exceeding the size of the Offer subject Not exceeding the size of the Offer Such number of Equity Shares so as to en- cate the Syndicate by the Syndicate regulations to applicable to the Bidder sure that the Bid Amount does not exceed Rs. 50,000 Margin Money NIL Full Bid Amount on Bidding Full Bid Amount on Bidding * Subject to valid bids being received at or above the Offer Price. Undersubscription, if any, in the Non-Institutional Bidder and Retail Individual Bidder categories, would be allowed to be met with spill over from other categories, at the discretion of TCS Limited and Tata Sons in consultation with the BRLMs. BOOK RUNNING LEAD MANAGERS (“BRLMs”) REGISTRAR TO THE OFFER COMPLIANCE OFFICER ADVISOR TO THE OFFER Company Secretary and Compliance Officer Tata Financial Services Mr. S. H. Rajadhyaksha th 11 Floor, Air India Building, (A Division of Tata Sons Limited) JM Morgan Stanley Private Limited DSP Merrill Lynch Limited JP Morgan India Private Limited Karvy Computershare Private Limited Nariman Point, Mumbai 400021 Bombay House, Tel no.: (91 22) 2204 6021 141, Maker Chambers III, Mafatlal Centre, 10th Floor, Mafatlal Centre, 9th Floor, Unit : TCS IPO 24, Homi Mody Street, Fax no.: (91 22) 5668 9499 Fort, Mumbai- 400 001 Narman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Nariman Point, Mumbai - 400 021 Karvy House, 46, Avenue 4, Street No. 1, Email: [email protected] Tel. : (91 22) 1600 22 0004 / 5630 3030 Tel. : (91 22) 5632 8000 Tel. : (91 22) 2285 5666 Banjara Hills, Hyderabad 500 034 Tel no.: (91 22) 5665 7133/ 8006 Investors can contact the Compliance Officer in case of any Fax no.: (91 22) 5665 8008 Fax. : (91 22) 5630 1694 Fax : (91 22) 2204 8518 Fax : (91 22) 5639 3091 Tel. : (91 40) 2331 2454, Fax : (91 40) 2331 1968 pre-Offer or post-Offer related problems such as non-receipt of Email: [email protected] E-mail : [email protected] E-mail : [email protected] Email : [email protected] allotment advice or refund orders, etc. Email : [email protected] SENIOR CO- MANAGER CO- MANAGERS SYNDICATE MEMBERS Kotak Mahindra Capital CLSA India Limited SBI Capital Markets HSBC Securities and Capital Markets (India) ICICI Brokerage Services Limited JM Morgan Stanley Retail Karvy Stock Broking Limited Kotak Securities Limited UTI Securities Limited Company Limited 8/F, Dalamal House, Limited Private Limited 41/44, Minoo Desai Marg Services Private Limited “Karvy House”, 46, Avenue 4, 1st Floor, Bakhtawar, Merchant Chamber, 4th Floor Bakhtawar, 3rd Floor, Nariman Point, 202, Maker Tower ‘E’, Cuffe 52/60, Mahatma Gandhi Road Colaba 141, Maker Chambers III, Street No. 1, Banjara Hills, 229, Nariman Point 41, Sir Vithaldas Thackersey Marg 229, Nariman Point, Mumbai 400 021 Parade, Mumbai 400 005 Mumbai 400 001 Mumbai - 400 005 Nariman Point, Mumbai 400 021 Hyderabad 500 034 Mumbai - 400 021 New Marine Lines, Mumbai 400 020 Mumbai - 400 021 Tel no: 91 22 2284 1348 Tel no: (91) 22 2218 9166 Fax Tel.: (91) 22 2267 4921 Tel.: (91) 22 2288 2460/70 Tel no: 1600 22 0004 Tel no: (91) 40 2335 1988 Tel no.: (91) 22 5634 1100, Tel no: (91) 22 5633 1545, Tel no.: +91-22-5634 1100 Fax no: 91 22 2284 0271 no: (91) 22 2218 8332 Fax.: (91) 22 2263 1984 Fax.: (91) 22 2282 6455 Fax no: (91) 22 5630 1689 Fax no: (91) 40 2337 4714 Fax no.: (91)22 5630 3927 Fax no: (91) 22 2203 0165 Fax no.: +91-22-2284 0492 40.4%, 39.4% and 36.2%, respectively, of our revenues from international business. to establish development facilities and offices in international locations. We have issuance of Equity Shares pursuant to the ESPS, Tata Sons intends to give one- RISK FACTORS Since there is significant competition for the services we provide and we are global delivery centres in a number of countries outside India, including Australia, time cash grants to select employees of the Company and its subsidiaries who are typically not an exclusive service provider to our large clients, the level of revenues Canada, China, Hungary, Ireland, Japan, United Kingdom, the United States and not part of the ESPS in fiscal 2005. These employees will be selected based on RISK FACTORS : An investment in our Equity Shares involves a high degree of from our largest clients could vary from year to year. Our largest clients typically Uruguay. As a result of our expanding international operations and our limited certain criteria determined by Tata Sons together with our management. The total risk. You should carefully consider all of the information in the Red Herring retain us under master services agreements that do not provide for specific amounts experience in operating facilities outside of India, we are subject to risks inherent cash payment resulting from the one-time grants is expected to be up to Rs. 900 Prospectus, including the risks and uncertainties described below, before making of guaranteed business from these clients. These agreements are typically to establishing and conducting operations in international markets, including: l million. We expect this to result in a non cash charge in our income statement under an investment in our Equity Shares. If any of the following risks actually occur, our terminable by our clients with short notice and without significant penalties. Our Cost structures and cultural and language factors, associated with managing and U.S. GAAP only, however there will be no effect on statement of profit and loss business, financial condition and results of operations could suffer, the trading price clients may also decide to reduce spending on IT services because of economic coordinating our global operations; l compliance with a wide range of foreign laws, account under Indian GAAP since the cash outflow is borne by Tata Sons. For further of our Equity Shares could decline, and you may lose all or part of your investment. pressures and other factors, both internal and external, relating to their business.