HINDUSTAN COPPER LIMITED - · PDF fileDRAFT RED HERRING PROSPECTUS Dated September 25, 2010...

Post on 19-Feb-2018

234 views 0 download

transcript

  • DRAFT RED HERRING PROSPECTUS

    Dated September 25, 2010

    Please read section 60B of the Companies Act, 1956, as amended

    Book Built Issue

    HINDUSTAN COPPER LIMITED Our Company was incorporated as a Government company as Hindustan Copper (Private) Limited on November 9, 1967, under the Companies Act, 1956, as amended (the Companies Act). Subsequently,

    our Company became a public limited company pursuant to a shareholders resolution dated February 27, 1968 and the name of our Company was changed to Hindustan Copper Limited and our Company

    received a fresh certificate of incorporation on March 26, 1968.

    Registered and Corporate Office: Tamra Bhavan, 1, Ashutosh Chowdhury Avenue, Kolkata 700 019, India; Tel.: + (91 33) 2283 2224/2226; Fax: + (91 33) 2283 2478/2640; Website:

    www.hindustancopper.com; Deputy General Manager, Company Secretary and Compliance Officer: C. S. Singhi; E-mail: investors_cs@hindustancopper.com.

    For details of changes in the registered office of our Company, see History and Certain Corporate Matters on page 114.

    Promoter: President of India, acting through the Ministry of Mines, Government of India (the MoM)

    PUBLIC ISSUE OF 185,043,600 EQUITY SHARES OF ` 5 EACH (EQUITY SHARE) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE OF HINDUSTAN COPPER LIMITED (THE COMPANY) AGGREGATING ` [] MILLION (HEREINAFTER REFERRED TO AS THE ISSUE). THE ISSUE COMPRISES A FRESH ISSUE OF 92,521,800 EQUITY SHARES BY OUR COMPANY (THE FRESH ISSUE) AND AN OFFER FOR SALE OF 92,521,800 EQUITY SHARES (THE OFFER FOR SALE) BY THE PRESIDENT OF INDIA, ACTING

    THROUGH THE MINISTRY OF MINES, GOVERNMENT OF INDIA (THE SELLING SHAREHOLDER). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO

    183,970,000 EQUITY SHARES (THE NET ISSUE) AND A RESERVATION OF 1,073,600 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN)

    (THE EMPLOYEE RESERVATION PORTION). THE ISSUE WOULD CONSTITUTE 18.18% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY AND THE NET

    ISSUE WOULD CONSTITUTE 18.08% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY.

    THE FACE VALUE OF THE EQUITY SHARE IS ` 5 EACH.

    THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING

    LEAD MANAGERS AND ADVERTISED IN ALL EDITIONS OF [], AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF [], A HINDI NATIONAL DAILY NEWSPAPER

    AND [] EDITION OF [], A BENGALI NEWSPAPER, EACH WITH WIDE CIRCULATION, AT LEAST ONE (1) WORKING DAY PRIOR TO THE BID OPENING DATE.*

    *Discount of up to 5% of the Issue Price determined pursuant to completion of the Book Building Process may be offered to Eligible Employees (the Employee Discount) and to Retail Individual Bidders

    (the Retail Discount)

    THE FACE VALUE OF THE EQUITY SHARE IS ` 5 EACH

    In case of revision in the Price Band, the Bidding Period will be extended for at least three additional Working Days after the revision of the Price Band subject to the Bidding Period not exceeding 10

    Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (the BSE) and the

    National Stock Exchange of India Limited (the NSE), by issuing a press release, by indicating the change on the websites of the Book Running Lead Managers (BRLMs) and at the terminals of the

    Syndicate and by intimation to Self Certified Syndicate Banks (SCSBs).

    This Issue is being made through the Book Building Process wherein up to 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs), (QIB Portion)

    provided that our Company and the Selling Shareholder in consultation with the BRLMs may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis, out of which at least one-

    third will be available for allocation to domestic mutual funds only (Anchor Investor Portion). For details, see Issue Procedure on page 243. Further, 5% of the QIB Portion (excluding Anchor

    Investor Portion) will be available for allocation on a proportionate basis to Mutual Funds only. The remainder will be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to

    valid Bids being received from them at or above the Issue Price. In addition, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not

    less than 35% of the Net Issue will 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, 1,073,600 Equity

    Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received from them at or above Issue Price. Any Bidder may participate in this Issue

    through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (SCSBs). For details in this

    regard, specific attention is invited to Issue Procedure on page 243.

    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 their investment. 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 own examination of our Company and the

    Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the

    accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the Risk Factors on page xiii.

    ISSUERS ABSOLUTE RESPONSIBILITY

    Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company 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 and is 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 Draft Red 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 pursuant to this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received the in-principle approvals of the BSE and the NSE for the

    listing of our Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of this Issue, the Designated Stock Exchange is the [].

    BOOK RUNNING LEAD MANAGERS

    ICICI SECURITIES LIMITED

    ICICI Centre, H.T. Parekh Marg, Churchgate

    Mumbai 400 020, India

    Tel: + (91 22) 2288 2460

    Fax: + (91 22) 2282 6580

    E-mail: hcl.fpo@icicisecurities.com

    Investor Grievance E-mail:

    customercare@icicisecurities.com

    Website: www.icicisecurities.com

    Contact Person: Mr. Mrigesh Kejriwal / Mr. Sumit Agarwal

    SEBI Registration No.: INM000011179

    ENAM SECURITIES PRIVATE LIMITED

    801/802, Dalamal Towers, Nariman Point

    Mumbai 400 021, India

    Tel: + (91 22) 6638 1800

    Fax: + (91 22) 2284 6824

    E-mail: hindustancopper.fpo@enam.com

    Investor Grievance E-mail: complaints@enam.com

    Website: www.enam.com

    Contact Person: Mr. Anurag Byas

    SEBI Registration No.: INM000006856

    KOTAK MAHINDRA CAPITAL COMPANY

    LIMITED

    1st Floor, Bakhtawar, 229, Nariman Point

    Mumbai 400 021, India

    Tel: + (91 22) 6634 1100

    Fax: + (91 22) 2284 0492

    E-mail: hcl.fpo@kotak.com

    Investor Grievance E-mail: kmccredressal@kotak.com

    Website: www.kmcc.co.in

    Contact Person: Mr. Chandrakant Bhole

    SEBI Registration No.: INM000008704 BOOK RUNNING LEAD MANAGERS REGISTAR TO THE ISSUE

    SBI CAPITAL MARKETS LIMITED

    202, Maker Tower E, Cuffe Parade

    Mumbai 400 005, India

    Tel: + (91 22) 2217 8300

    Fax: + (91 22) 2218 8332

    E-mail: hcl.fpo@sbicaps.com

    Investor Grievance E-mail: investor.relations@sbicaps.com

    Website: www.sbicaps.com

    Contact Person: Mr. Nithin Kanuganti

    SEBI Registration No.: INM000003531

    UBS SECURITIES INDIA PRIVATE LIMITED

    2/F, 2 North Avenue Maker Maxity

    Bandra Kurla Complex, Bandra (E)

    Mumbai 400 051, India

    Tel: + (91 22) 6155 6100

    Fax: + (91 22) 6155 6292

    E-mail: customercare@ubs.com

    Investor Grievance E-mail: customercare@ubs.com

    Website:www.ubs.com/indianoffers.com

    Contact Person: Mr. Ashish Mukkirwar

    SEBI Registration No.: INM000010809

    KARVY COMPUTERSHARE PRIVATE LIMIED

    Plot No. 17 - 24, Vithalrao Nagar

    Madhapur

    Hyderabad 500 086, India

    Tel : + (91 40) 2342 0815-20

    Fax : + (91 40) 2342 0814

    E-mail: einward.ris@karvy.com

    Invest Grievance E-mail: einward.ris@karvy.com

    Website: www.karvy.com

    Contact Person: Mr. Murali Krishna

    SEBI Registration No: INR000000221

    BIDDING PROGRAM*

    BID OPENS ON BID CLOSES ON

    [] []

    * Our Company and the Selling Shareholder may consider par