DRAFT RED HERRING PROSPECTUSDated January 25, 2008Please read Section 60B of the Companies Act, 1956(This Draft Red Herring Prospectus will be updated upon filing with the RoC)100% Book Built Issue
COX AND KINGS (INDIA) LIMITED
(The Company was incorporated as “Eastern Carrying Company Ltd” on June 7, 1939 under the India Companies Act, VII of 1913. The name of the Company was changed to “Cox & Kings (India) Limited” on February 23, 1950 after the introduction of the Companies Act 1956, as amended (“
”). The fresh certificate of incorporation consequent upon the changeof name was granted on 23
February 1950 by the Registrar of Companies, Maharashtra, located at Mumbai (the “
”). For details of changes in the registered office, see the section “History and Certain Corporate Matters” beginning on page 120 of this Draft Red Herring Prospectus).
: Turner Morrison Building, 1st Floor, 16 Bank Street, Fort, Mumbai- 400 001Maharashtra, India
: Ms. Rashmi Jain, Company Secretary & Compliance Officer;
PUBLIC ISSUE OF 8,700,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS
PEREQUITY SHARE INCLUDING A SHARE PREMIUM OF RS.
PER EQUITY SHARE, AGGREGATING RS.
MILLION (THE "ISSUE") BY COX AND KINGS (INDIA) LIMITED (THE "COMPANY OR "THEISSUER"). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 8,600,000 SHARES OF RS. 10 EACH(THE "NET ISSUE") AND A RESERVATION OF UP TO 100,000 SHARES OF RS. 10 EACH FOR THEPERMANENT ELIGIBLE EMPLOYEES OF THE COMPANY (THE "EMPLOYEE RESERVATION PORTION").THE ISSUE WOULD CONSTITUTE 23.75% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THECOMPANY. THE NET ISSUE WILL CONSTITUE 23.48% OF THE FULLY DILUTED POST ISSUE PAID-UPCAPITAL OF THE COMPANY.PRICE
Our Company is considering a Pre-IPO Placement of certain Equity Shares with some investors (“Pre-IPO Placement”). Our Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. The number of EquityShares in the Net Issue will be reduced to the extent of the Equity Shares proposed to be allotted in the Pre-IPO Placement, if any, subject to the Net Issue to the public being atleast 10% of the fully diluted post-Issue paid up capital of our Company.Further, the reservation for Eligible Employees shall be subject to a maximum of 10% of such revised Issue size.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision,subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period,if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the “
”) and theNational Stock Exchange of India Limited (the “
”), by issuing a press release and also by indicating the change on thewebsite of the Book Running Lead Manager (the “
”) and the terminals of the other members of the Syndicate.Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post-Issue share capital of theCompany and is therefore being made through a 100% Book Building Process (as defined below) wherein at least 60% of the NetIssue shall 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 and the remainder shall be available for allocation on a proportionatebasis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of theNet Issue cannot be allotted to QIBs, then the entire application money will 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