Strictly Confidential - Not for Circulation Preliminary Placement Document Serial Number: [●] Date: [●] RELIANCE COMMUNICATIONS LIMITED (Incorporated in the Republic of India as a limited liability company under the Companies Act, 1956 under corporate identification number L45309MH2004PLC147531) Registered and corporate office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi, Mumbai 400 710, Maharashtra, telephone: +91 22 3038 6286, fax: +91 22 3037 6622, email: [email protected]; website: www.rcom.co.in Reliance Communications Limited (the ―Company‖) is issuing up to [●] equity shares of face value of Rs. 5 each (the ―Equity Shares‖) at a price of Rs. [●] per Equity Share, including a premium of Rs. [●] per Equity Share, aggregating to Rs. [●] million (the ―Issue‖). ISSUE IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 THIS ISSUE AND THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, 2013, READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE “SEBI REGULATIONS”). THIS PRELIMINARY 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 QUALIFIED INSTITUTIONAL BUYERS (“QIB”) AS DEFINED UNDER THE SEBI REGULATIONS. THIS PRELIMINARY PLACEMENT DOCUMENT WILL BE CIRULATED ONLY TO SUCH QIBS WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO EQUITY SHARES. Invitations, offers and sales of the Equity Shares shall only be made pursuant to this Preliminary Placement Document, the Application Form and the Confirmation of Allocation Note. See ―Issue Procedure‖. The distribution of this Preliminary Placement Document or the disclosure of its contents to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Preliminary es, es, or soliciting an offer to to subscribe or buy any Equity Shares, in each Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document. Copies of this Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter)) have been delivered to the National Stock Exchange of India Limited (the ―NSE‖), the BSE Limited (the ―BSE‖, and together with the NSE, the ―Stock Exchanges‖). This Preliminary Placement Document has not been reviewed by the Securities and Exchange Board of India (the ―SEBI‖), the Reserve Bank of India (the ―RBI‖), the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. Copies of the Placement Document (which will include disclosures prescribed under Form PAS-4) will be filed with the Stock Exchanges in accordance with the SEBI Regulations. Our Company shall make the requisite filings with the Registrar of Companies (the ―RoC‖) and the SEBI within the stipulated period as required under the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014. This Preliminary Placement Document has not been and will not be registered as a prospectus with the RoC, and 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. The Issue is meant only for QIBs by way of a private placement and is not an offer to the public or to any other class of investors. nt is not an offer to any sell Equity Shar INVESTMENTS IN THE EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENTS. PROSPECTIVE INVESTORS ARE ADVISED TO READ THE SECTION TITLED “RISK FACTORS” CAREFULLY BEFORE TAKING AN INVESTMENT DECISION IN THIS ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES TO IT OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED PURSUANT TO THIS PRELIMINARY PLACEMENT DOCUMENT. The information in this Preliminary Placement Document is not complete and may be changed. The information on our Company‘s website or any website directly or indirectly linked to our Company‘s website does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, such websites. All of our Company‘s outstanding Equity Shares are listed on the Stock Exchanges. The closing price of the outstanding Equity Shares on the Stock Exchanges on [●] was Rs. [●] and Rs. [●] per Equity Share, respectively. In-principle approvals under Clause 24(a) of the Listing Agreement for listing of the Equity Shares have been received from the Stock Exchanges on June 24, 2014. Applications to the Stock Exchanges will be made for obtaining final listing and trading approvals for the Equity Shares offered through this Preliminary Placement Document. 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 our business or the Equity Shares. YOU MAY NOT BE AND ARE NOT AUTHORIZED TO (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENTS OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. THIS PRELIMINARY PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE EQUITY SHARES DESCRIBED IN THIS PRELIMINARY PLACEMENT DOCUMENT. The Equity Shares to be issued pursuant to this Issue have not been and will not be registered under the U.S. Securities Act of 1933 (the ―Securities Act‖), and may not be offered or sold within the United States 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 only to persons reasonably believed to be ―qualified institutional buyers‖ (as defined in Rule 144A under the Securities Act) pursuant to Section 4(a)(2) of the Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. See ―Distribution and Solicitation Restrictions‖ and ―Transfer Restrictions‖. This Preliminary Placement Document is dated June 24, 2014. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS CLSA India Limited J.P. Morgan India Private Limited CO-BOOK RUNNING LEAD MANAGERS The information in this Preliminiary Placement Document is not complete and may be changed. This Preliminary Placement Docume is not orin sale case, permitted. where offer, any subscriptioin such jurisdiction Axis Capital Limited Edelweiss Financial Services Limited Macquarie Capital (India) Private Limited Strictly Confidential - Not for Circulation Preliminary Placement Document Serial Number: [●] Date: [●] TABLE OF CONTENTS Contents Page NOTICE TO INVESTORS ............................................................................................................................ 1 REPRESENTATIONS BY INVESTORS ..................................................................................................... 4 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................................... 11 EXCHANGE RATES ................................................................................................................................... 13 INDUSTRY AND MARKET DATA ............................................................................................................ 14 AVAILABLE INFORMATION ................................................................................................................... 15 FORWARD LOOKING STATEMENTS .................................................................................................... 16 ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................. 18 DEFINITIONS AND ABBREVIATIONS ................................................................................................... 20 SUMMARY OF THE ISSUE ....................................................................................................................... 30 DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT, 2013