ABHIJEET POWER LIMITED - ABHIJEET POWER LIMITED (Our Company was incorporated as Abhijeet...

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  • ABHIJEET POWER LIMITED (Our Company was incorporated as Abhijeet Infrastructure Capital Private Limited on July 16, 2002 under the Companies Act, 1956, at Nagpur. Our Company was converted

    to a public limited company, the word “private” was deleted from its name and it was issued a fresh certificate of incorporation dated October 27, 2010. The name of our Company was changed to Abhijeet Power Limited on November 3, 2010. For details of changes in the name and registered office of our Company,

    please see “History and Certain Corporate Matters” on page 223.) rdRegistered Office: EN1, 3 Floor, Insignia Towers, Sector V, Salt Lake, Kolkata 700 091 • Tel: +91 33 4001 2114 • Fax: +91 33 4001 2115

    thCorporate Office: Landmark Building, 6 Floor, Ramdaspeth, Wardha Road, Nagpur 440 010, Maharashtra • Tel: +91 712 301 1400 • Fax: +91 712 301 1405 Contact Person: Sanjay Dey, Company Secretary and Compliance Officer • Tel: +91 712 301 1400 • Fax: +91 712 301 1405

    Website: www.power.abhijeet.in • Email: ipo@abhijeet.in

    BID/ISSUE OPENS ON: [•]* BID/ISSUE CLOSES ON: [•]**

    * Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date. ** Our Company may consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date.

    PROMOTERS OF OUR COMPANY: MANOJ JAYASWAL, ABHIJEET MINING LIMITED AND CORPORATE ISPAT ALLOYS LIMITED

    RISK IN RELATION TO FIRST ISSUE

    IPO GRADING

    GENERAL RISKS

    ISSUER’S ABSOLUTE RESPONSIBILITY

    LISTING ARRANGEMENT

    PUBLIC ISSUE OF [•] EQUITY SHARES WITH A FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF ABHIJEET POWER LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ̀ [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ̀ [•] PER EQUITY SHARE) AGGREGATING TO ̀ 13,750 MILLION (THE “ISSUE” OR THE “IPO”). THE ISSUE COMPRISES OF A NET ISSUE OF [•] EQUITY SHARES AGGREGATING UP TO ` [•] MILLION TO THE PUBLIC AND A RESERVATION OF [•] EQUITY SHARES AGGREGATING UP TO ` 100 MILLION FOR ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [•]% AND [•]%, RESPECTIVELY OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. Our Company may issue and allot up to 148,000,000 Equity Shares to our Promoter, Abhijeet Mining Limited, at a price of ̀ 15 per Equity Share (the “Preferential Allotment”) in terms of an agreement dated October 30, 2010 between our Company and Abhijeet Mining Limited, amended by amendment agreement dated May 16, 2011. The Preferential Allotment is at the discretion of our Company. Our Company will complete the issuance and allotment of the Equity Shares pursuant to the Preferential Allotment prior to the filing of the Red Herring Prospectus with the Registrar of Companies (the “RoC”). Our Company is considering a Pre-IPO placement of up to 333,333,333 Equity Shares with various investors (“Pre-IPO Placement”) for an amount not exceeding ̀ 5,000 million. The Pre-IPO Placement will be at the discretion of our Company and at a price to be decided by our Company. Our Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post-Issue paid-up equity share capital being offered to the public.

    THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. *THE PRICE BAND, THE ELIGIBLE EMPLOYEE DISCOUNT AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE

    GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBLRMs”) AND BOOK RUNNING LEAD MANAGERS (THE “BRLMs”) AND WILL BE ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE.

    * A discount of up to10% to the Issue Price determined pursuant to completion of the Book Building Process may be offered to Eligible Employees (the “Eligible Employee Discount”).

    In case of a revision in the Price Band, the Bid/Issue Period will be extended for at least three additional Working Days after the revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”), by issuing a press release and also by indicating the change on the websites of the GCBRLMs, the BRLMs and at the terminals of the Syndicate Members.

    Our Company is undertaking this Issue under Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957 (“SCRR”) and shall comply with the requirements thereunder. The Issue is being made through the Book Building Process wherein at least 50% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. 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. If at least 50% of the Net Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. QIBs and Non-Institutional Bidders shall participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) to the extent of the Bid Amount for the same. Retail Individual Bidders and Eligible Employees may also participate in this Issue through the ASBA process. For details, please see “Issue Procedure” on page 484.

    This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ̀ 10 each. The Floor Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Issue Price (as has been determined and justified by our Company, the GCBRLMs and the BRLMs as stated under the paragraph on “Basis for Issue Price”) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. 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.

    This Issue has been graded by [•] as [•] (pronounced [•]) indicating [•]. The IPO grade is assigned on a five point scale from 1 to 5 with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For details, please see “General Information” on page 60.

    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 our Company 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 “Risk Factors” on page 13.

    Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company 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 will make 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.

    The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received “in-principle” approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters dated [•] and [•], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [•].

    GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS

    th8 Floor,

    Mafatlal Centre Nariman Point, Mumbai 400 021 Tel: +91 22 6632 8000 Fax: +91 22 2204 8518 Email: dg.abhijeetipo@baml.com Investor grievance email: dg.india_merchantbanking@baml.com Website: www.dspml.com Contact Person: Theresa Pimenta SEBI Registration No.: INM000011625

    DSP MERRILL LYNCH LIMITED

    801/802, Dalamal Towers Nariman Point, Mumbai 400 021 Tel: +91 22 6638 180