Private & Confidential – Not for Circulation (This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008) STATE BANK OF HYDERABAD (Associate of the State Bank of India) Head Office: Gunfoundry, Hyderabad 500 001 (AP). Tel No: (040) 23387201, 23387301 Fax: (040) 23387562 Website: www.sbhyd.com E-mail: [email protected] DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UNSECURED, REDEEMABLE, NON-CONVERTIBLE SUBORDINATED UPPER TIER II BONDS IN THE NATURE OF PROMISSORY NOTES FOR CASH AT PAR AGGREGATING RS. 475 CRORE GENERAL RISKS For taking an investment decision the investor must rely on their examination of the Offeror and the Offer including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document OFFEROR’S ABSOLUTE RESPONSIBILITY The Offeror, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Offeror and the Offer, which is material in the context of the Offer, that the information contained in this Information Memorandum is true and correct in all material aspects 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. The Arranger is not required to file this document with SEBI/ROC as it is on private placement and not an Offer to the general Public. CREDIT RATING CRISIL Ltd. has assigned a ‘AAA/stable’ (pronounced Triple A with stable outlook) rating to the captioned debt programme of the Bank. This rating indicates the highest degree of safety with regard to timely payment of interest and principal on the instrument. The rate instrument carries the lowest credit risk. CARE has assigned a ‘CARE AAA’ (pronounced Triple A) rating to the captioned debt programme of the Bank. This is the best credit quality rating assigned by CARE. 1 Instruments with this rating are considered to be of the best credit quality, offering highest safety for timely servicing of debt obligations. Such instruments carry minimal credit risk. The rating is not a recommendation to buy, sell or hold Securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information, etc. LISTING The Instruments are proposed to be listed on the BSE. TRUSTEES FOR THE BOND HOLDERS: IDBI Trusteeship Services Ltd., have given their consent to the Bank vide their letter No 2846/ITSL/OPR/CL-2009-10 Dated 28.08.2009, for being appointed as Bond Trustee for the present private placement. Lead Arranger to Co-Arranger to the Co-Arranger to REGISTRARS TO Trustee For the Private Private Placement the Private THE ISSUE The Placement Placement Bondholders Darashaw & Co. Pvt The Hongkong and Standard Chartered KARVY Computer IDBI Ltd. Shanghai Banking Bank Share Private Ltd Trusteeship 1205-06 Corporation Ltd. 90, M.G.Road, 17-24, Vittal Rao Services Ltd. Mumbai – 400 001. Regent Chambers, Nagar, Madhapur, Registered 52/60, Mahatma Gandhi Tel : 022 22617151 208 Nariman Point, Hyderabad -500 081 Office Road, Fax : 022 22651255 Mumbai 400 021 Andhra Pradesh Asian Building, Tel no: Mumbai – 400 001. Tel: 040 23420815-28Ground Floor 022 6630 6612 Tel: (022) 2267 6111 Fax 23420814 17, R Kamani Fax no: Marg, Ballard 022 2204 0031/40 Fax: 91-22-22623339 Estate Mumbai – 400 001 Tel: (022) 66311771-3 Fax: 91-22- 66311776 E-mail: itsl@idbitrustee. co.in Offer Opens Offer Closes on: 02.09.2009 08.09.2009 2 PRIVATE PLACEMENT OF BONDS ISSUED BY STATE BANK OF HYDERABAD 3 DISCLAIMER This Memorandum of Private Placement (“Memorandum”) is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public to subscribe for or otherwise acquire the Bonds issued by State Bank of Hyderabad (the Bank/the Offeror). The document is for the exclusive use of the Person(s)/Institution(s) to whom it is delivered and it should not be circulated or distributed to third party (ies). Apart from this Information Memorandum, no Offer Document or Prospectus has been prepared in connection with this Bond Offer and that no Prospectus in relation to the Issuer or the Bonds relating to this Offer has been delivered for registration nor such a document is required to be registered under the applicable laws. The Arrangers are not required to file this document with SEBI/ROC/RBI as it is on private placement and not an Offer to the general Public. This Memorandum is issued by the Bank. The views contained herein do not necessarily reflect the views of its directors, employees, affiliates, subsidiaries or representatives and should not be taken as such. The Memorandum has been prepared by the Bank to provide general information on the Bank and does not purport to contain all information a potential investor may require. Where this Memorandum summarizes the provisions of any other document, that summary should not be relied upon and the relevant document should be referred to for the full effect of the provisions. The information relating to the Bank contained in the Memorandum is believed by the Bank to be accurate in all respects as of the date hereof. The Memorandum shall not be considered as a recommendation to purchase the bonds and recipients are urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness, adequacy or otherwise the relevance of information contained in this Memorandum. The recipients are required to make their own independent valuation and judgment of the Bank and the Bonds. It is the responsibility of potential investors to also ensure that they will sell these bonds in strict accordance with this Information Memorandum and other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act 1956. The potential investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or redemption of Bonds and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the Bonds of the Bank. The Bank or any of its Directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information. Neither the Arrangers nor any of their respective affiliates or subsidiaries have independently verified the information set out in this Memorandum or any 4 5 CONTENTS 1. Name and address of the registered office of the bank ................................ 7 2. Name and Address of the Directors of the Bank as on 30.06.2009................ 7 3. Brief summary of the business/ activities of the issuer and its line of business..................................................................................................................... 8 4. A brief history of the issuer since its incorporation giving details of its activities including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any................................................................................................... 27 5. Details of debt securities issued and sought to be listed including face value, nature of debt securities, mode of issue i.e. public issue or private placement. ............................................................................................................. 29 6. Issue size............................................................................................................ 31 7. Details of utilization of the issue proceeds ..................................................... 31 8. A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer . 31 9.Details of other borrowings including any other issue of debt securities in past.......................................................................................................................... 32 10. Any material event/ development or change at the time of issue or subsequent to the issue, which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities ............................................ 39 11. Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option........................................................................................ 39 12. List of Top ten holders of Equity holders of the issuer :.................................. 39 13.Undertaking to use a common form of transfer............................................