state bank of india · pdf file(constituted as a body corporate under the state bank of india...
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STATE BANK OF INDIA (Constituted as a body corporate under the State Bank of India Act, 1955)
State Bank of India (the Issuer or the Bank) is issuing 51,320,436 equity shares of face value ` 10 each (the Equity Shares) at a price of ` 1,565 per Equity Share, including a premium of ` 1,555 per Equity Share, aggregating to ` 80,316.48 million (the Issue).
THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE SEBI REGULATIONS). 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 INVESTOR WITHIN OR OUTSIDE INDIA. THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT HAVE NOT
BEEN REVIEWED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE SEBI), THE RESERVE BANK OF INDIA (RBI), BSE LIMITED (THE BSE), THE
NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE NSE), THE MADRAS STOCK EXCHANGE LIMITED (THE MSE), THE CALCUTTA STOCK EXCHANGE
LIMITED (THE CSE), THE DELHI STOCK EXCHANGE LIMITED (THE DSE), THE AHMEDABAD STOCK EXCHANGE LIMITED (THE ASE, AND TOGETHER
WITH THE BSE, THE NSE, THE MSE, THE CSE AND THE DSE, REFERRED TO AS STOCK EXCHANGES) OR ANY OTHER REGULATORY OR LISTING AUTHORITY
AND IS INTENDED ONLY FOR USE BY QUALIFIED INSTITUTIONAL BUYERS (QIBs), AS DEFINED IN THE SEBI REGULATIONS. THE ISSUE IS MEANT ONLY FOR
QIBs ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS.
YOU ARE NOT AUTHORISED 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
UNAUTHORISED. 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 AND EQUITY-RELATED SECURITIES INVOLVE A CERTAIN DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST
ANY AMOUNT IN THE ISSUE UNLESS THEY ARE PREPARED TO BEAR THE RISK OF LOSING ANY PART OR ALL OF THE AMOUNT INVESTED BY THEM.
PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ RISK FACTORS BEFORE DECIDING TO INVEST IN THE ISSUE. EACH PROSPECTIVE
INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED
PURSUANT TO THIS PLACEMENT DOCUMENT.
The information on the Banks website or any website directly or indirectly linked to the Banks website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites.
Invitations, offers and sales of the Equity Shares shall only be made pursuant to this Placement Document together with the respective Application Form (defined hereinafter) and the
Confirmation of Allocation Note (defined hereinafter). The distribution of this Placement Document or the disclosure of its contents without the prior consent of the Bank 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. See Issue
Procedure.
The Banks outstanding Equity Shares, are listed on the Stock Exchanges. However, the Equity Shares are not being traded on the MSE, the CSE, the DSE and the ASE. The closing price of the
Equity Shares on the BSE and the NSE on January 29, 2014 was ` 1,573.65 and ` 1,573.65 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 the BSE and the NSE on January 24, 2014. Applications to the BSE and the NSE will be made for obtaining listing and trading approvals for the Equity Shares offered through the Issue. 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 BSE and the NSE should not be taken as an indication of the merits of the business of the Bank or the
Equity Shares.
A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of this Placement Document has been filed with the Stock Exchanges in accordance with the SEBI Regulations. This Placement Document has not been and will not be registered as a prospectus with the RoC in India, 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.
THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE BANK SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE ISSUE.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) or any other applicable state securities laws of
the United States and, unless so registered, 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 or sold only to (i) persons who are qualified
institutional buyers (as defined in Rule 144A under the Securities Act and referred to in this Placement Document as U.S. QIBs pursuant to Section 4(a)(2) of the Securities Act;
for the avoidance of doubt, the term U.S. QIB does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Placement
Document as QIBs or Qualified Institutional Buyers) and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur.
Each purchaser of Equity Shares that is located within the United States will be required to represent and agree, among other things, that such purchaser (i) is a U.S. QIB; and (ii)
will only reoffer, resell, pledge or otherwise transfer the Equity Shares in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or in a transaction
otherwise exempt from the registration requirements of the Securities Act. Each other purchaser of Equity Shares will be required to represent and agree, among other things, that such purchaser is acquiring the Issues Shares in an offshore transaction in accordance with Regulation S. For further details, see Selling Restrictions and Eligibility and Transfer
Restrictions.
This Placement Document is dated January 30, 2014.
BOOK RUNNING LEAD MANAGERS
Citigroup
Global Markets
India Private
Limited
Deutsche Equities
India Private
Limited
DSP Merrill Lynch
Limited
HSBC Securities and
Capital Markets
(India)
Private Limited
J.P. Morgan India
Private Limited
SBI Capital
Markets Limited*
UBS Securities
India Private
Limited
*SBI Capital Markets Limited shall be involved only in marketing of the Issue.
Placement Document
Not for Circulation
Serial Number []
ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009
http://www.ubs.com/global/en.html
TABLE OF CONTENTS
NOTICE TO INVESTORS ............................................................................................................................ 1
REPRESENTATIONS BY INVESTORS ...................................................................................................... 4
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................... 9
INDUSTRY AND MARKET DATA ...........................................................................................................11
FORWARD-LOOKING STATEMENTS .....................................................................................................12
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................13
EXCHANGE RATE INFORMATION .........................................................................................................14
CERTAIN DEFINITIONS AND ABBREVIATIONS .................................................................................15
SUMMARY OF THE ISSUE........................................................................................................................22
SUMMARY OF BUSINESS ........................................................................................................................24
SELECTED FINANCIAL INFORMATION OF THE BANK .....................................................................26
RISK FACTORS ...........................................................................................................................................36
MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE EQUITY