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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: [email protected]. 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. ISSUER‟S 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: [email protected] Investor Grievance E-mail: [email protected] 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: [email protected] Investor Grievance E-mail: [email protected] 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: [email protected] Investor Grievance E-mail: [email protected] 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: [email protected] Investor Grievance E-mail: [email protected] 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: [email protected] Investor Grievance E-mail: [email protected] 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: [email protected] Invest Grievance E-mail: [email protected] 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 participation by Anchor Investors. Anchor Investors, if any, will submit their Bids on the Anchor Investor Bidding Date, which is one Working Day prior to the Bid Opening Date. Further, our Company and the Selling Shareholder, in consultation with the BRLMs, may decide to close the Bidding for QIBs one day prior to the Bid Closing Date.
