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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 Bank’s website or any website directly or indirectly linked to the Bank’s 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 Bank’s 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

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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