DRAFT RED HERRING PROSPECTUS
Dated April 20, 2009Please read Sections 60 and 60B of the Companies Act, 1956
The Draft Red Herring Prospectus will be updated upon filing with the RoC
100% Book Building Issue
ADANI POWER LIMITED
(Our Company was incorporated on August 22, 1996 as a public limited company under the Companies Act, 1956. For details of changes in the name and registered office of ourCompany, see “History and Certain Corporate Matters” on page 135 of this Draft Red Herring Prospectus.)
Registered Office:
Shikhar, Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009.
Tel:
+91 79 2656 5555; Fax: +91 79 2656 5500
Contact Person:
Mr. Digish Shah, Company Secretary and Compliance Officer;
Tel No:
(91 79) 2555 7139;
Fax:
(91 79) 2555 7155
Email:
ipo@adanipower.com;
Website:
www.adanipower.com
PUBLIC ISSUE OF 337,700,000 EQUITY SHARES OF Rs. 10 EACH OF ADANI POWER LIMITED (“APL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASHAT A PRICE OF Rs. [
] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [•] PER EQUITY SHARE) AGGREGATING TO Rs. [
] MILLION (THE“ISSUE”). THE ISSUE INCLUDES A RESERVATION OF UP TO 8,000,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES (THE“EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE “NET ISSUE”. THEISSUE WILL CONSTITUTE [•]% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY AND THE NET ISSUE WILL CONSTITUTE [•]% OF THE POSTISSUE PAID UP CAPITAL OF THE COMPANY.
**
The Company is considering a Pre-IPO Placement of Equity Shares with various investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of the Company.The Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to the filing 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 Net Issue size of 10% of the post Issue paid-up capital being offered to the public.
PRICE BAND: Rs. [
] TO Rs. [
] PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACHTHE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE ISSUE PRICE
I
S [•] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICEBAND AND [•] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Periodnot exceeding ten working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the GlobalCoordinator and Book Running Lead Manager (“BRLM”) and at the terminals of the other members of the Syndicate.In terms of Rule 19(2)(b) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), this being an Issue for less than 25% of the post-Issue capital, the Issue is being madethrough the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be availablefor 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. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application moneywill be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% 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. Further, up to8,000,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company.
The face value of the Equity Shares is Rs.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 determined by the Company in consultation with theBRLM 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 afterthey 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.
IPO GRADING
This Issue has been graded by [•] as [•], indicating [•] through its letter dated [•]. For details see section titled “General Information” on page 17 of this Draft Red Herring Prospectusand refer to “Material Contracts and Documents for Inspection” on page 451 of this Draft Red Herring Prospectus.
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 theirinvestment. 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 theirown examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities andExchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors isinvited to “Risk Factors” beginning on page XIV of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to theCompany 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 andis 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 make this DraftRed 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 NSE and the BSE. The Company has received an ‘in-principle’ approval fromthe NSE and the BSE, for the listing of the Equity Shares pursuant to letters dated [•] and [•], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [•].
GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGERREGISTRAR TO THE ISSUEDSP MERRILL LYNCH LIMITEDKARVY COMPUTERSHARE PRIVATE LIMITED
Mafatlal Centre, 10
th
Floor“Karvy House”, 46, Avenue 4Nariman PointStreet No 1, Banjara HillsMumbai 400 021Hyderabad 500 034Tel: (91 22) 2262 1071Toll free no: 1-800-345-4001Fax: (91 22) 2204 8518Tel: (91 40) 2342 0815-28Email:apl_ipo@ml.comFax: (91 40) 2343 1551Investor Grievance Email: india_merchantbanking@ml.comEmail: adanipower.ipo@karvy.comWebsite: www.dspml.comInvestor Grievance Email: adanipower.ipo@karvy.comContact Person: N. S. ShekharWebsite: www.karvy.comSEBI Registration No.: INM000002236Contact Person: M. Murali KrishnaSEBI Registration No.: INR000000221
ISSUE PROGRAMMEBID/ISSUE OPENS ON[
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