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Abridged Letter of Offer Containing Salient Features of the Letter of Offer Dated October 11, 2017 (“Letter of Offer”)

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Abridged Letter of Offer Containing Salient Features of the Letter of Offer Dated October 11, 2017 (“Letter of Offer”) FOR ELIGIBLE EQUITY SHAREHOLDERS AND ELIGIBLE EMPLOYEES OF THE BANK ONLY This is an Abridged Letter of Offer containing salient features of the Letter of Offer dated October 11, 2017 (“Letter of Offer”). You are encouraged to read greater details available in the Letter of Offer. Terms not defined herein shall have the meaning ascribed to them in the Letter of Offer. THIS ABRIDGED LETTER OF OFFER CONTAINS 10 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES. Our Bank will be dispatching hard copies of this Abridged Letter of Offer alongwith the Composite Application Form (“CAF”) to the Eligible Equity Shareholders and the Employee Application Form (“EAF”) to the Eligible Employees of the Bank who have a registered address in India or who have provided an Indian address to our Bank or the depositories or the Registrar and Share Transfer Agent. You may also download the Letter of Offer from the website of SEBI, the Stock Exchanges where the Equity Shares of our Bank are listed i.e. the National Stock Exchange of India Limited and the website of the Lead Manager to the Issue i.e. IIFL Holdings Limited at www.sebi.gov.in,www.nseindia.in, and www.iiflcap.com, respectively. THE KARUR VYSYA BANK LIMITED Registered Office: Post Box No. 21, Erode Road, Karur - 639002, Tamil Nadu, India Tel No:+91 4324 269437 / 269441 / 269443; Fax No.: +91 4324225700 Contact Person: Mr.Srinivasa Rao Maddirala, Company Secretary and Compliance Officer E-mail:[email protected]; Website:www.kvb.co.in Corporate Identification Number: L65110TN1916PLC001295 ISSUE DETAILS, LISTING AND PROCEDURE ISSUE OF UP TO 11,87,81,048 EQUITY SHARES OF FACE VALUE OF `2 EACH (“EQUITY SHARES”) OF OUR BANK FOR CASH AT A PRICE OF `76 PER EQUITY SHARE (“ISSUE PRICE”) (INCLUDING A PREMIUM OF `74 PER EQUITY SHARE) AGGREGATING UP TO ` 902.74 CRORES BY OUR BANK. THE ISSUE COMPRISES AN ISSUE OF UP TO 10,16,21,048 EQUITY SHARES TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR BANK ON RIGHTS BASIS IN THE RATIO OF 1 (ONE) FULLY PAID-UP EQUITY SHARE FOR EVERY 6 (SIX) FULLY PAID-UP EQUITY SHARES HELD ON OCTOBER 13, 2017 ( THE “RECORD DATE”) AGGREGATING UP TO `772.32 CRORES AND A RESERVATION OF UP TO 1,71,60,000 EQUITY SHARES FOR THE ELIGIBLE EMPLOYEES OF OUR BANK AGGREGATING UP TO `130.42 CRORES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE TO THE ELIGIBLE EQUITY SHAREHOLDERS AND ELIGIBLE EMPLOYEES, COLLECTIVELY REFERRED TO AS THE ISSUE. THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET ISSUE. THE ISSUE PRICE IS 38 TIMES THE FACE VALUE OF THE EQUITY SHARES.THE ENTIRE ISSUE PRICE FOR THE EQUITY SHARE IS PAYABLE ON APPLICATION. The existing Equity Shares of our Bank are listed and traded on the National Stock Exchange of India Limited (“NSE”) and have been permitted to trade on BSE Limited (“BSE”) under the ‘Permitted Securities’ category. Our Bank has received an ‘in-principle’ approval from the NSE vide their letter dated September 29, 2017, for listing the Equity Shares to be allotted pursuant to the Issue. For the purposes of the Issue, the Designated Stock Exchange is the NSE. Procedure: If you wish to know about processes and procedures applicable to rights issues, you may refer section titled “Terms of the Issue” on page 143 of the Letter of Offer. You can download the Letter of Offer from the website of SEBI, NSE or the Lead Manager. You can also request the Lead Manager or NSE to provide a hard copy of the Letter of Offer. Please note that in terms of Regulation 61(3) of the SEBI ICDR Regulations, the Lead Manager and Stock Exchanges may charge a reasonable amount for providing hard copy of the Letter of Offer. ELIGIBILITY FOR THE ISSUE Our Bank is eligible to undertake the Issue in terms of Chapter IV, Regulation 4(2) and Regulation 10 of the SEBI ICDR Regulations and to make disclosure as per clause (5) of Schedule VIII of the SEBI ICDR Regulations. Whether the Bank is compulsorily required to allot at least 75% of the net offer to public, qualified institutional buyers – Not Applicable, being a rights issue. INDICATIVE TIME TABLE Issue Opening Date October 25, 2017 Date of Allotment (on or about) November 22, 2017 Last Date for receipt of request for November 2, 2017 Initiation of Refunds (on or about) November 23, 2017 Split Application Forms Issue Closing Date November 10, 2017 Credit of Equity Shares to demat November 24, 2017 accounts of Allotees (on or about) Finalisation of basis of allotment with the November 21, 2017 Commencement of trading of November 29, 2017 Designated Stock Exchange (on or about) Equity Shares on the Stock Exchanges (on or about) The above time table is indicative and does not constitute any obligation on our Bank or the lead manager. ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER 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 relation to the Issue. For taking an investment decision, investors must rely on their own examination of the Bank and the Issue including the risks involved. The securities being issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does the SEBI guarantee the accuracy or adequacy of the Abridged Letter of Offer. Investors are advised to refer to the section titled “Risk Factors” from page 10 and on Page 5 of this Abridged Letter of Offer before making an investment in this Issue. For additional information and risk factors please refer to the Letter of Offer. PRICE INFORMATION OF LEAD MANAGER TO THE ISSUE: Not Applicable, since the present issue is a rights issue Lead Manager to the Issue IIFL Holdings Limited 10th Floor, IIFL Centre, Kamala City, Senapati Bapat Marg, Lower Parel (West) Mumbai - 400 013, Maharashtra, India Tel: +91 22 4646 4600; Fax: +91 22 2493 1073 Email: [email protected] Investor Grievance Email: [email protected] Website: www.iiflcap.com Contact Person: Sachin Kapoor/Pinak Bhattacharyya SEBI Registration Number: INM000010940 Names of Syndicates Members Not applicable, being a rights issue of equity shares Registrar to the Issue Karvy Computershare Private Limited Karvy Selenium Tower B, Plot Number 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad 500 032, Andhra Pradesh, India Tel: +91 40 6716 2222; Fax: +91 40 3343 1551 Email: [email protected] Investor Grievance Email:[email protected] Website: www.karishma.karvy.com Contact Person: M. Muralikrishna Statutory Auditors of our Bank M/s. Abarna & Ananthan, Chartered Accountants Name of Credit Rating Agency and the rating Not Applicable, being a rights issue of equity shares or grading obtained, if any Name of Debenture trustee, if any Not Applicable, being a rights issue of equity shares Self-Certified Syndicate Banks The list of banks is available on http://www.sebi.gov.in/ sebiweb/other/OtherAction.do?doRecognised=yes Company Secretary and Compliance Officer Mr. Srinivasa Rao Maddirala Company Secretary and Compliance Officer Post Box No. 21, Erode Road, Karur - 639002, Tamil Nadu, India Tel: +91 4324 269444; Fax:+91 4324 225700 Email: [email protected] Escrow Collection Bank and Refund Bank The Karur Vysya Bank Limited Hyderabad - Banjara Hills Branch, D.No. 8-2-686/B/10, Plot No. 542, Road No. 12, Banjara Hills, Hyderabad - 500034, Telangana, India Tel: +91 40 23393777; Fax: +91 40 23206061 Email: [email protected] Website: www.kvb.co.in Contact Person: Mr. G. V. V.Satyanarayana Murthy Non Syndicate Registered Brokers Not Applicable, being a rights issue of equity shares Details regarding website address(es)/ link(s) Not Applicable, being a rights issue of equity shares from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable) 2 ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER Note: Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer in case of any pre- Issue or post-Issue related matters such as non-receipt of CAF, EAF, SAF, letter of Allotment, credit of shares or Refund Orders, etc. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant, ASBA Account number and the Designated Branch of the SCSBs, number of Equity Shares applied for, amount blocked, where the CAF or the plain paper application, in case of an Eligible Equity Shareholder, or the EAF, in case of an Eligible Employee, as the case may be, was submitted by the ASBA Investor. PROMOTERS OF OUR BANK Promoters of our Bank, namely, Mr.G.Rajasekaran, Mr.A.J.Suriyanarayana, Mr.M.K.Venkatesan, Mr.A.K.Praburaj and Mr.M.G.Vivekanandan Brief profile of promoter and disclosure relating to group companies: Since this is a rights issue pursuant to Part E of Schedule VIII of SEBI ICDR Regulations, the disclosure relating to brief profiles of Promoters and disclosure relating to group companies are not applicable. BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY Since this is a rights issue pursuant to Part E of Schedule VIII of SEBI ICDR Regulations, the disclosures relating to business of our Bank is not applicable.
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