Draft Red Herring Prospectus Dated [ •] (The Draft Red Herring Prospectus will be updated upon filing with the Designated Stock Exchange) 100% Book Building Issue SYNDICATE BANK (Syndicate Bank was originally incorporated in 1925 as Canara Industrial and Banking Syndicate Limited with its head office in Udipi, Karnataka. It was renamed as Syndicate Bank with effect from January 1, 1964, and the head office was shifted to Manipal, Karnataka on April 19, 1964.) (Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969) Head Office: Manipal 576104, Karnataka, India; Tel: (91 820) 257 1181; Fax: (91 820) 257 0266 Corporate Office: Gandhinagar, Bangalore 560 009, India; Tel: (91 80) 2228 3030; Fax: (91 80) 2226 6495 Contact Person: Sunil Barve; Email: [email protected]; [email protected]; Website: www.syndicatebank.com PUBLIC ISSUE OF UP TO 50,000,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [ •••] PER EQUITY SHARE AGGREGATING RS. [ •••] MILLION BY SYNDICATE BANK (“THE BANK” OR “ISSUER”) (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO 40,000,000 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE”), A RESERVATION FOR EMPLOYEES OF UP TO 5,000,000 EQUITY SHARES OF RS. 10 EACH AND A RESERVATION FOR EXISTING SHAREHOLDERS OF THE BANK OF UP TO 5,000,000 EQUITY SHARES OF RS. 10 EACH, AT THE ISSUE PRICE. THE ISSUE WOULD CONSTITUTE 9.58% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE BANK. PRICE BAND: Rs. [ •••] TO Rs. [ •••] PER EQUITY SHARE OF FACE VALUE Rs. 10. THE PRICE BAND FOR THE ISSUE WILL BE DECIDED BY US IN CONSULTATION WITH THE BRLMS AND ADVERTISED AT LEAST ONE DAY PRIOR TO THE ISSUE OPENING DATE. IN RELATION TO THE PRICE BAND BIDDERS ARE ADVISED TO BE GUIDED BY THE MARKET PRICES OF OUR LISTED EQUITY SHARES IN THE SECONDARY MARKET. THE FACE VALUE OF THE SHARES IS RS. 10 AND THE FLOOR PRICE IS [ •••] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [ •••] TIMES OF THE FACE VALUE . In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited, The Stock Exchange, Mumbai, and The Bangalore Stock Exchange, by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers, the Bank and at the terminals of the Syndicate. The Issue is being made through the 100% book building process where up to 50% of the Net Issue shall be allocated on a discretionary basis to Qualified Institutional Buyers (“QIBs”). Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Up to 5,000,000 Equity Shares shall be available for allocation on a proportionate basis to the Employees, subject to valid Bids being received at or above the Issue Price and the maximum Bid in this portion is limited to Rs. [ •] million. Up to 5,000,000 Equity Shares shall be available for allocation on a proportionate basis to the Existing Shareholders, subject to valid Bids being received at or above the Issue Price and the maximum Bid in this portion is limited to Rs. [ •] million. RISK IN RELATION TO THE ISSUE The Issue Price (as determined by Syndicate Bank in consultation with the Book Running Lead Managers (“BRLMs”) on the basis of assessment of market demand for the Equity Shares by way of book-building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. The market price of the existing Equity Shares of Syndicate Bank could affect the price discovery through book building and vice versa. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. 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 this Issue. For taking an investment decision, investors must rely on their own examination of the Bank and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page [•] of this Draft Red Herring Prospectus. ISSUER ’S ABSOLUTE RESPONSIBILITY The Bank having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Bank and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus 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 Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the National Stock Exchange, the Stock Exchange, Mumbai and the Bangalore Stock Exchange. We have received in-principle approval from the National Stock Exchange, the Stock Exchange, Mumbai and the Bangalore Stock Exchange for the listing of the Equity Shares pursuant to letters dated [ •], [ •] and [ •], respectively. The Designated Stock Exchange is [ •]. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE SBI CAPITAL MARKETS ENAM FINANCIAL JM MORGAN STANLEY PRIVATE SSKI CORPORATE FINANCE KARVY COMPUTERSHARE LIMITED CONSULTANTS PVT LTD LIMITED PRIVATE LIMITED PRIVATE LIMITED 202, Maker Tower – E 801/802, Dalamal Towers 141, Maker Chambers III 701/2 Tulsiani Chambers Karvy House, 46 Avenue 4 Cuffe Parade Nariman Point Nariman Point 7th Floor, Nariman Point Street No. 1, Banjara Hills Mumbai 400 005, India Mumbai 400 021, India Mumbai 400 021, India Mumbai 400 021, India Hyderabad 500 034, India Tel: (91 22) 2218 9166; Tel: (91 22) 5638 1800 Tel: (91 22) 5630 3030 Tel: (91 22) 5638 3333 Tel: (91 40) 2332 6591 Fax: (91 22) 2218 8332 Fax: (91 22) 2284 6824 Fax: (91 22) 5630 1694 Fax: (9122) 2204 0282 Fax: (91 40) 2331 1968 Email: [email protected] Email: [email protected] Email:[email protected] Email: [email protected] Email: [email protected] Website: www.sbicaps.com Website: www.enam.com Website: www.morganstanley.com Website: www.sski.co.in ISSUE PROGRAMME BID / ISSUE OPENS ON [•] BID / ISSUE CLOSES ON [•] 1 TABLE OF CONTENTS Section I- General Definitions And Abbreviations ..........................................................................................................................3 Certain Conventions; Use Of Market Data ........................................................................................................9 Forward-Looking Statements...........................................................................................................................10 Section II- Risk Factors.................................................................................................................................................11 Section III - Introduction Summary..........................................................................................................................................................22 The Issue..........................................................................................................................................................24 Selected Financial Information ........................................................................................................................25 General Information.........................................................................................................................................30 Capital Structure ..............................................................................................................................................37 Objects Of The Issue........................................................................................................................................43 Basis For Issue Price........................................................................................................................................44 Statement Of Tax Benefits...............................................................................................................................46 Section IV - About Us The Indian Banking Sector...............................................................................................................................51 Business ...........................................................................................................................................................61