Please read Section 60 of the Companies Act, 1956100% Book Built OfferDated January 19, 2008
Reliance Power Limited
(We were originally incorporated as Bawana Power Private Limited on January 17, 1995. For details of the change in our name and registered office, see “Historyand Certain Corporate Matters” on page 126 of this Prospectus.)
Registered and Corporate Office:
H Block, First Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710, Maharashtra
Company Secretary and Compliance Officer: Mr. Paresh Rathod
Tel: (91 22) 3038 6010; Fax: (91 22) 3037 6633; Email: email@example.com; Website: www.reliancepower.co.in
PUBLIC ISSUE OF 260,000,000 EQUITY SHARES OF Rs. 10 EACH OF RELIANCE POWER LIMITED (“RELIANCE POWER” OR THE “COMPANY” OR THE“ISSUER”) FOR CASH AT A PRICE OF Rs. 450
PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 440
PER EQUITY SHARE) AGGREGATING TORs. 115,632 MILLION (NET OF RETAIL DISCOUNT) (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 228,000,000 EQUITY SHARESAGGREGATING TO Rs. 101,232 MILLION (NET OF RETAIL DISCOUNT) ("THE NET ISSUE") AND A PROMOTERS’ CONTRIBUTION OF 32,000,000 EQUITYSHARES AGGREGATING Rs. 14,400 MILLION. THE ISSUE WILL CONSTITUTE 11.5% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY AND THENET ISSUE WILL CONSTITUTE 10.1% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY.ISSUE PRICE: Rs. 450 PER EQUITY SHARE OF FACE VALUE Rs. 10 EACH
THE ISSUE PRICE IS 45 TIMES THE FACE VALUE
# A discount of Rs. 20 to the Issue Price determined pursuant to completion of Book Building Process has been offered to Retail Individual Bidders (“Retail Discount”).
In case of revision in the Price Band, the Bidding/Issue Period will be extended by three additional days after revision of the Price Band subject to the Bidding /Issue Period not exceeding10 working days. Any revision in the Price Band and the Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited(“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers, Co-Book Running Lead Managers and at the terminals of the Syndicate.In accordance with Rule 19(2)(b) of the Securities Contract (Regulation) 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 will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5%shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs, including MutualFunds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will berefunded forthwith. Further, at least 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and at least 30% of the Net Issue will beavailable for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. A discount of Rs. 20 to the Issue Pricedetermined pursuant to completion of Book Building Process shall be offered to Retail Individual Bidders.
Payment MethodsPayment Method -1
Payment Method -2Retail Individual Bidders and Non-Institutional Bidders
Any CategoryAmount Payable per EquityShare (In Rs.)Face Value Premium Total Face Value Premium Total
On Application 2.5
By Due Date for BalanceAmount Payable7.5
- - -
@ Non-Residents require the approval of RBI for subscribing to partly paid up Equity Shares and copy of such approval should be submitted along with the Bid-cum-ApplicationForm. See page xxxi for risks associated with Payment Method – 1# Retail Discount, as applicable, to be adjusted.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The Issue Price is 45 times the face value. TheIssue Price (as determined by our Company in consultation with the Book Running Lead Managers and the Co-Book Running Lead Managers on the basis of assessment of marketdemand for the Equity Shares offered by way of the Book Building Process) 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 of our Company or regarding the price at which the Equity Shares will be traded after listing.
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 their ownexamination of the Issuer and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and ExchangeBoard of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is drawn to the section titled “Risk Factors” on page xiiiof this Prospectus.
This Issue has been graded by CRISIL Limited as CRISIL IPO GRADE 4/5, indicating that the fundamentals of the issue are above average, in relation to other listed equity securitiesin India and by ICRA Limited as ICRA IPO Grade 4, indicating above average fundamentals. For details, see “General Information” beginning on page 15 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the Issue that is materialin the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions andintentions expressed herein are honestly held and that there are no other facts, the omission of which makes this 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 the Prospectus are proposed to be listed on the BSE and the NSE. We have received an in-rinciple approval from BSE and NSE for the listing of ourEquity Shares pursuant to their letters dated October 15, 2007 and October 31, 2007, respectively. For the purposes of this Issue, the Designated Stock Exchange shall be the BombayStock Exchange Limited.
BOOK RUNNING LEAD MANAGERS
Kotak Mahindra Capital Company Limited
Floor, Bakhtawar229 Nariman PointMumbai400 021Tel: (91 22) 6634 1100Fax: (91 22) 2283 7517Email: firstname.lastname@example.orgInvestor Grievance Id: email@example.comWebsite:www.kotak.comContact Person: Mr. KaushalShah
UBS Securities India Private Limited
2/F, Hoechst HouseNariman PointMumbai 400 021Tel: (91 22) 2286 2000/ 6630 9000Fax: (91 22) 2281 4676e-mail:firstname.lastname@example.orgInvestor Grievance Id: email@example.com Website:www.ibb.ubs.com/Corporates/indianipoContact Person: Ms. ChhaviMoodgal
ABN AMRO Securities (India) Private Limited
81 Sakhar Bhavan,Nariman Point,Mumbai400 021Tel: (91 22) 6632 5535Fax: (91 22) 6632 5541Email: firstname.lastname@example.orgInvestor Grievance Id: Customercare.email@example.comWebsite: www.abnamroindia.comContact person: Mr. Deepak Chokhani
Deutsche Equities India Private Limited
DB House, HazarimalSomani Marg,Fort, Mumbai 400 001Tel: (91 22) 6658 4600Fax: (91 22) 2200 6765Email: firstname.lastname@example.orgInvestor Grievance Id: email@example.com: www.db.com/IndiaContact person: Mr. Sameer Taimni
Enam Securities Private Limited
801/ 802, DalamalTowers,Nariman Point, Mumbai400 021,Tel: (91 22) 6638 1800Fax: (91 22) 2284 6824Email: firstname.lastname@example.orgInvestor Grievance Id: email@example.comWebsite: www.enam.comContact Person: Ms. Kinjal Palan
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg,Churchgate, Mumbai400 020Tel: (91 22) 2288 2460Fax: (91 22)2282 6580Email: firstname.lastname@example.orgInvestor Grievance Id:email@example.com Website: www.icicisecurities.comContact Person: Mr. Rajiv Poddar
JM Financial Consultants Private Limited
141 Maker Chamber III, Nariman Point,Mumbai400 021Tel: (91 22) 6630 3030Fax: (91 22) 2204 7185Email: firstname.lastname@example.orgInvestor Grievance Id: email@example.comWebsite: www.jmfinancial.comContact person: Mr. Mayank Jain
J.P. Morgan India Private Limited
9th Floor, Mafatlal Centre,Nariman Point, Mumbai400 021Tel: 91 (22) 2285 5666Fax: 91 (22) 6639 3091Investor Grievance Id: Customercare_India@jpmorgan.comEmail: firstname.lastname@example.orgWebsite:www.jpmipl.comContact Person: Mr. Abhishek Goenka
CO-BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
Macquarie India Advisory Services Private Limited
Level3, MafatlalCenterNariman Point Mumbai 400 021Tel: (91 22) 6653 3000Fax: (91 22) 6653 3198Email:email@example.comInvestor Grievance Id: firstname.lastname@example.orgWebsite: www.macquarie.com/inContact Person: Mr. HariKishan Movva
SBI Capital Markets Limited
202, Maker Towers ‘E’,Cuffe Parade,Mumbai400 005Tel: (91 22) 2218 9166Fax: (91 22) 2218 8332Email : email@example.comInvestor Grievance Id:firstname.lastname@example.orgWebsite : www.sbicaps.comContact Person : Mr. Subrat Panda
Karvy Computershare Private
Plot No. 17-24, VittalRao NagarMadhapurHyderabad 500 081Tel: (91 40) 2342 0815/ 2342 0816Fax: (91 40) 2342 0859Email: email@example.comWebsite: www.karvy.comContact Person: Mr. M. Murali Krishna
BID/ISSUE OPENED ON January 15, 2008 BID/ISSUE CLOSED ON January 18, 2008