GIC Housing Finance Ltd. (The “Company”/GICHFL”) in the Ratio of One Equity Share for Every One Equity Share (I.E
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Draft Letter of Offer (Private and Confidential) For equity shareholders of the Company only GIC HOUSING FINANCE LIMITED (Incorporated on 12th December, 1989 under the Companies Act, 1956 as GIC Grih Vitta Limited and renamed to GIC Housing Finance Limited on 16th November, 1993. A certificate for commencement of business was issued on 12th January 1990.) Registered and Corporate Office: Universal Insurance Building, 3rd Floor, Sir P.M. Road, Fort, Mumbai - 400 001. Tel: (022) - 2285 1765-7, (022) - 2285 3866/8 Fax: (022) - 2288 4985. E-mail: [email protected]; website: www.gichfindia.com Issue of 2,69,25,533 Equity Shares of Rs.10 each for cash at a premium of Rs. [•] per Equity Share aggregating to Rs. [•] lacs on rights basis to the existing Equity Shareholders of GIC Housing Finance Ltd. (the “Company”/GICHFL”) in the ratio of One Equity Share for Every One Equity Share (i.e. 1:1) held as on the record date i.e. [•], 2006. The face value of the Equity Shares is Rs. 10/- per share and the Issue Price is [•] times the face value PRICE BAND: Rs.37 TO Rs.42 PER EQUITY SHARE OF FACE VALUE OF RS. 10 GENERAL RISKS Investment 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 Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or the adequacy of this document. The attention of investors is drawn to the statement of Risk Factors appearing on page nos. [•] to [•] of this Letter of Offer. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in context of the Issue, that the information contained in this Letter of Offer is true and correct in all material respects 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Company's existing Equity Shares are listed on BSE (the designated stock exchange), NSE and CSE. The Company has passed resolution for delisting of its equity shares from CSE and MSE in its AGM on September 15, 2005 and made application for delisting to CSE & MSE. MSE vide their letter dated December 21, 2005 has granted delisting approval. Delisting approval from CSE is yet to be received by the Company. The Equity Shares to be issued through this Issue would be listed on BSE and NSE. The Company has received the in-principle approvals for listing from BSE and NSE vide their letters dated _________ and _________. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE IDBI CAPITAL MARKET SERVICES LIMITED SHAREPRO SERVICES (INDIA) PVT. LIMITED 5th Floor, Mafatlal Centre, Satam Estate, 3rd Floor, Nariman Point, Mumbai-400021 Above Bank of Baroda, Cardinal Gracious Raod, Tel: (022) 56371212 / 15 Chakala, Andheri (East), Mumbai-400 099. Fax (022) 2288 5850 Tel: (022) 2821 5168 / 2834 8218 / 2832 9828 Website: www.idbicapital.com Fax:(022) 2837 5646 E-mail: [email protected] Website: www.shareproservices.com E-mail: [email protected] ISSUE OPENS ON: [•] 2006 LAST DATE FOR RECEIVING REQUESTS FOR SPLIT FORMS [•] 2006 ISSUE CLOSES ON: [•] 2006 TABLE OF CONTENTS Section Description Page Nos. I DEFINITION & ABBREVIATIONS Conventional /General Terms Offer Related Terms Company / Industry Related Terms Abbreviations Forward Looking Statements II RISK FACTORS III INTRODUCTION Industry Overview Company Overview Selected Financial Information IV GENERAL INFORMATION Company Board of Directors Issue Management Team V CAPITAL STRUCTURE VI PARTICULARS TO THE ISSUE Objects of the Issue Capital Adequacy Ratio Basic Terms of Issue Basis of Issue Price Statement of Tax Benefits VII ABOUT THE ISSUER COMPANY Industry Overview Business Overview Details of Properties of the Company Debt Profile of the Company Key Industry Regulations VIII HISTORY & CORPORATE STRUCTURE OF THE COMPANY IX MANAGEMENT Board of Directors & related details Compliance with Corporate Governance Management Organisation Structure Key Management Personnel X PROMOTERS / PRINCIPAL SHAREHOLDERS XI FINANCIAL STATEMENT Financial information Financial information of Group Companies Management Discussion & Analysis of Financial condition and Results of Operations as Reflected in Financial Statement XII LEGAL & OTHER INFORMATION Outstanding litigations & Material Developments Government Approvals/ Licensing Arrangements XIII OTHER REGULATORY & STATUTORY DISCLOSURES XIV TERMS OF ISSUE Issue Procedure General Instructions XV OTHER INFORMATION Material Contracts Declaration I. DEFINITIONS AND ABBREVIATIONS Conventional/ General Terms Act : The Companies Act, 1956 as amended The Issued, Subscribed and Paid Up Equity Share Capital of the Equity Shares : Company and the additional equity shares of the Company offered pursuant to the Rights Issue Equity Shareholders Means a holder/beneficial owner of equity shares of the GIC : Housing Finance Limited as on the Record Date i.e. [•]. Depository A depository registered with SEBI under the SEBI (Depository and : Participant) Regulations, 1996, as amended from time to time. Guidelines / SEBI SEBI (Disclosure and Investor Protection) Guidelines, 2000 and Guidelines / SEBI (DIP) Guidelines : subsequent amendments thereto ISIN International Securities Identification Number allotted by the : depository Being the price band of a minimum price of Rs.37 and the maximum Price Band : price of Rs.42 General Insurance Company Limited, National Insurance Company Limited, The New India Assurance Company Limited, The Oriental Promoters : Insurance Company Limited, United India Insurance Company Limited and IFCI Ltd. Sole Lead Manager/IDBI Capital : IDBI Capital Market Services Limited Registrars / Registrars To The Sharepro Services (India) Pvt. Ltd. Issue/ Registrar And Share Transfer : Agent / R&T Agents Present Issue of 2,69,25,533 Equity Shares of Rs. 10 each at a Rights Issue/Issue : premium of Rs. [•] per share. UIN : Unique Identification Number Offer Related Terms CAF : Composite Application Form Bankers to the Issue : IDBI Ltd. LOF / Letter of Offer Letter of Offer of the Company for the Rights Issue of 2,69,25,533 : Equity Shares of Rs. 10 each at a premium of Rs. [•] per share Record Date : [•], 2006 Company/ Industry Related Terms Articles or AOA : Articles of Association of the Company The Board of Directors of the Company or the Committee Board : authorized to act on its behalf Company/Issuer/GICHFL : GIC Housing Finance Limited Memorandum or MOA : Memorandum of Association Abbreviations Act : The Companies Act, 1956 and amendments thereto ACA : Associates of Chartered Accountants AY : Assessment Year ALM : Assets Liability Management AGM : Annual General Meeting Accounting Standard as issued by The Institute of Chartered AS : Accountants of India i BSE/Designated Stock Exchange : The Bombay Stock Exchange Ltd. CAF : Composite Application Form CAR : Capital Adequacy Ratio CBI : Central Bureau of Investigation CDSL Central Depository Services (India) Limited COD : Chief of Department CSE : The Calcutta Stock Exchange Association Limited DEMAT : Dematerialized (Electronic/Depository as the context may be) DP : Depository Participant DPG : Deferred Payment Guarantee DRT : Debt Recovery Tribunal EBIDTA : Earnings Before Interest Depreciation and Tax EGM : Extra-Ordinary General Meeting EMI : Equated Monthly Instalments EPS : Earnings Per Share Foreign Exchange Management Act 1999, and the subsequent FEMA : amendments thereto FERA : Foreign Exchange Regulation Act, 1973 Foreign Institutional Investor As Defined Under SEBI (Foreign Institutional Investors) Regulations, 1995 registered with SEBI and FII : as defined under FEM (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and under other applicable laws in India FY : Financial Year FDR : Fixed Deposit Receipt GoI / Government : Government of India GIC : General Insurance Company Ltd. GIC AMC : GIC Assets Management Company Ltd. HDFC : Housing and Development Finance Corporation HFC : Housing Finance Company HUDCO : Housing and Urban Development Corporation HUF : Hindu Undivided Family ICWA : Institute of Cost and Work Accountants IFCI : IFCI Ltd. ICICI : Industrial Credit and Investment Corporation of India IVCS : IFCI Venture Capital Fund Ltd. IT : Income Tax Act, 1961 Lead Manager to the Issue IDBI Capital Market Services Ltd. LoF : Letter of Offer MIS Management Information System New India : The New India Assurance Company Limited NHB : National Housing Bank NI : Negotiable Instrument NICL : National Insurance Company Limited NPA : Non Performing Assets NR : Non Resident NRE ACCOUNT : Non Resident External Account NRI : Non Resident Indian NRO ACCOUNT : Non Resident Ordinary Account NSDL : National Securities Depository Limited NSE : National Stock Exchange of India Limited MSE : Madras Stock Exchange OICL : Oriental Insurance Company