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Sks Microfinance Limited Placement Document Not for Circulation and Strictly Confidential Serial Number: _____ SKS MICROFINANCE LIMITED Our Company was incorporated as SKS Microfinance Private Limited on September 22, 2003 under the Companies Act, 1956. Pursuant to a resolution of its shareholders passed on May 2, 2009, our Company was converted into a public limited company and the word “private” was deleted from its name on May 20, 2009. SKS Microfinance Limited (the “Company” or the “Issuer” or “SKS”) is issuing 17,777,777 equity shares of our Company of a face value of ` 10 each (the “Equity Shares”) at a price of ` 225 per Equity Share (the “Issue Price”), including a premium of ` 215 per Equity Share aggregating approximately ` 4,000 million (the “Issue”)*. ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE SEBI REGULATIONS (“QIBS”) IN RELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN TO QIBS. YOU ARE NOT AUTHORIZED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THIS ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ “RISK FACTORS” BEFORE MAKING AN INVESTMENT DECISION RELATING TO THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT. PROSPECTIVE INVESTORS OF THE EQUITY SHARES OFFERED SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE EQUITY SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS PLACEMENT DOCUMENT YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER. Other than 18,179 Equity Shares allotted on May 15, 2014 pursuant to exercise of options under ESOP 2009 and ESOP 2010 (as defined hereinafter), the Equity Shares are listed on the National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (the “BSE”, together with the NSE, the “Stock Exchanges”). The closing price of the outstanding Equity Shares on the NSE and the BSE on May 16, 2014, was ` 241.50 and ` 240.80 per Equity Share, respectively. In-principle approvals under Clause 24(a) of the Equity Listing Agreements (as defined hereinafter) for listing of the Equity Shares have been received from each of the NSE and the BSE on May 19, 2014. Applications will be made for obtaining listing and trading approvals of the Equity Shares offered through this placement document (this “Placement Document”) to the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of the business of our Company or the Equity Shares. A copy of the preliminary placement document dated May 19, 2014 (which included disclosures prescribed under Form PAS-4 (as defined hereinafter)) has been delivered to the Stock Exchanges. A copy of this Placement Document (which includes disclosures prescribed under Form PAS-4) has also been filed with the Stock Exchanges. Our Company shall also make the requisite filings with the Registrar of Companies, Maharashtra at Mumbai (the “RoC”) and the Securities and Exchange Board of India (“SEBI”) within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Placement Document has not been reviewed by SEBI, the Reserve Bank of India (the “RBI”), the Stock Exchanges, the RoC or any other regulatory or listing authority and is intended only for use by the QIBs. This Placement Document has not been and will not be registered as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction. This Placement Document has been prepared by our Company solely for providing information in connection with the Issue. Invitations, offers and sales of the Equity Shares shall only be made pursuant to the Preliminary Placement Document (as defined hereinafter) together with the respective Application Form (as defined hereinafter) and this Placement Document and the Confirmation of Allocation Note (as defined hereinafter). For further details, see the section “Issue Procedure” on page 161. The distribution of this Placement Document or the disclosure of its contents without the prior consent of our Company to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and make no copies of this Placement Document or any documents referred to in this Placement Document. The information on the website of our Company or any website directly or indirectly linked to the website of our Company does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such website. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S (“Regulation S”) under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States and to U.S. Persons only to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”) and referred to in this Placement Document as “U.S. QIBs”) and also “qualified purchasers” (as defined in the United States Investment Company Act of 1940, as amended and the related rules (the “Investment Company Act”), and referred to in this Placement Document as “Qualified Purchasers”) pursuant to applicable exemptions under the Securities Act and the Investment Company Act, and (b) outside the United States to non-U.S. persons in an “offshore transaction” in reliance on Regulation S. Our Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. Prospective purchasers in the United States are hereby notified that our Company is relying on the exemption under Section 4(a)(2) of the Securities Act and exception under Section 3(c)(7) of the Investment Company Act. The Equity Shares are transferable only in accordance with the restrictions described under the section “Purchaser Representations and Transfer Restrictions” on page 174. For the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Placement Document as “QIBs. This Placement Document is dated May 22, 2014. GLOBAL CO-ORDINATOR AND BOOK BOOK RUNNING LEAD MANAGERS (in alphabetical order) RUNNING LEAD MANAGER *For details of authority for the Issue, see the section “General Information” on page 211. TABLE OF CONTENTS NOTICE TO INVESTORS .................................................................................................................................. 2 DISCLAIMER CLAUSE ................................................................................................................................... 10 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................... 11 INDUSTRY AND MARKET DATA................................................................................................................. 12 AVAILABLE INFORMATION ........................................................................................................................ 13 FORWARD-LOOKING STATEMENTS ........................................................................................................ 14 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................. 15 EXCHANGE RATES ......................................................................................................................................... 16 DEFINITIONS AND ABBREVIATIONS .......................................................................................................
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