PROMOTER: PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (MoP) and the Ministry of Development of North Eastern Region, Government of India (MoDoNER)
RED HERRING PROSPECTUSPlease read Section 32 of the Companies Act, 2013
Book Building OfferDated November 15, 2013
POWER GRID CORPORATION OF INDIA LIMITEDOur Company was incorporated in New Delhi on October 23, 1989 under the Companies Act, 1956 (the Companies Act 1956) as a public limited
company under the name National Power Transmission Corporation Limited.For more information on change in the name of our Company and our registered office, see History and Certain Corporate Matters on page 131.
Registered Office: B-9, Qutab Institutional Area, Katwaria Sarai, New Delhi 110 016, India Tel: +91 (11) 2656 0112 Fax: +91 (11) 2656 4849Corporate Office: Saudamini, Plot No.2, Sector 29, Gurgaon 122 001, Haryana, India Tel: +91 (124) 2571 700 Fax: +91 (124) 2571 848Company Secretary and Compliance Officer: Ms. Divya Tandon, Company Secretary Tel: +91 (124) 2571 968 Fax: +91 (124) 2571 891
E-mail: [email protected] Website: www.powergridindia.com
FURTHER PUBLIC OFFER OF 787,053,309 EQUITY SHARES OF 10 EACH (EQUITY SHARES) FOR CASH AT A PRICE OF [] PER EQUITY SHARE OF POWER GRID CORPORATION OF INDIA LIMITED (POWERGRID, OUR COMPANY OR THE ISSUER) AGGREGATING [] MILLION (THE OFFER). THE OFFER COMPRISES A FRESH ISSUE OF 601,864,295 EQUITY SHARES BY OUR COMPANY (THE FRESH ISSUE) AND AN OFFER FOR SALE OF 185,189,014 EQUITY SHARES BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (THE SELLING SHAREHOLDER) (THE OFFER FOR SALE). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF 784,053,309 EQUITY SHARES (THE NET OFFER) AND A RESERVATION OF 3,000,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE EMPLOYEE RESERVATION PORTION). THE OFFER WOULD CONSTITUTE 15.04% OF THE POST OFFER PAID-UP EQUITY CAPITAL OF OUR COMPANY AND THE NET OFFER WOULD CONSTITUTE 14.99% OF THE POST OFFER PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS 10 EACH.
THE PRICE BAND, RETAIL DISCOUNT, EMPLOYEE DISCOUNT 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 THE FINANCIAL EXPRESS AND ALL EDITIONS OF THE JANSATTA AT LEAST ONE WORKING DAY PRIOR TO THE BID/OFFER OPENING DATE, WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND AT THE CAP PRICE AND SUCH ADVERTISEMENT SHALL BE AVAILABLE ON THE WEBSITES OF BSE LIMITED (THE BSE) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE NSE).**Discount of [] to the Offer Price may be offered to Retail Individual Investors (Retail Discount) and Eligible Employees bidding in the Employee Reservation Portion (the Employee Discount).
In case of revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after the revision of the Price Band subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (BRLMs) and at the terminals of the members of the Syndicate and by intimation to Self Certified Syndicate Banks (SCSBs) and the Registered Brokers.
This Offer is being made in accordance with Regulation 27 read with Regulation 26(1) (d) and (e) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations), through the Book Building Process where 50% of the Net Offer will be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs) (QIB Category). Further, 5% of the QIB Category 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 Offer Price. Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, 3,000,000 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 the Offer Price. Retail Individual Investors and Eligible Employees bidding in the Employee Reservation Portion may participate in the Offer through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amount will be blocked by the SCSBs. QIBs and Non-Institutional Investors shall compulsorily participate in the Offer through the ASBA process. For details in this regard, specific attention is invited to Offer Procedure on page 422.
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Bidders are advised to read the Risk Factors carefully before making an investment decision in this Offer. For making an investment decision, Bidders must rely on their own examination of our Company and this Offer, including the risks involved. The Equity Shares offered in this Offer 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 Red Herring Prospectus. This being a fast track issue under Regulation 10 of the SEBI ICDR Regulations, our Company filed this Red Herring Prospectus with the Registrar of Companies, National Capital Territory of Delhi and Haryana (RoC) with a copy to SEBI and the Stock Exchanges. Specific attention of the Bidders is invited to Risk Factors on page xvii.
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and this Offer which is material in the context of this Offer, that the information contained in this 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 makes this 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. Further, the Selling Shareholder, having made all reasonable enquiries, accepts responsibility for and confirms that the information in relation to itself and the Equity Shares being sold by it in the Offer for Sale contained in this Red Herring Prospectus is true and correct in all material respects and is not misleading in any material respect.
The Equity Shares of our Company are listed on the NSE and the BSE. The Equity Shares offered pursuant to this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. NSE is the Designated Stock Exchange for the Offer.
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GENERAL RISKS
ISSUERS ABSOLUTE RESPONSIBILITY
LISTING
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
BIDDING PROGRAMME
SBI Capital Markets Limited202, Maker Tower E, Cuffe ParadeMumbai 400 005, IndiaTel: +91 (22) 2217 8300Fax: +91 (22) 2218 8332Email: [email protected] Grievance E-mail: [email protected]: www.sbicaps.comContact Person: Mr. Srihari Santhakumar / Mr. Mayank GuptaSEBI Registration No.: INM000003531
Citigroup Global Markets India Private Limitedth1202, 12 Floor, First International Financial Centre
G-Block, Bandra Kurla Complex, Bandra (East)Mumbai 400 051, IndiaTel: +91 (22) 6175 9899Fax: +91 (22) 3919 7880E-mail: [email protected] Grievance E-mail: [email protected]: www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htmContact Person: Mr. Madhav TandanSEBI Registration No.: INM000010718
ICICI Securities LimitedICICI Centre, H.T. Parekh MargChurchgateMumbai 400 020, IndiaTel: +91 (22) 2288 2460Fax: +91 (22) 2282 6580Email: [email protected] Grievance E-mail: [email protected]: www.icicisecurities.comContact Person: Mr. Bhavin VakilSEBI Registration No.: INM000011179
Kotak Mahindra Capital Company Limited27 BKC, Plot No. C-27, G Block Bandra Kurla Complex, Bandra (East)Mumbai 400 051, IndiaTel: +91 (22) 4336 0000 Fax: +91 (22) 6713 2447E-mail: [email protected] Grievance E-mail: [email protected]: www.investmentbank.kotak.comContact Person: Mr. Ganesh RaneSEBI Registration Number: INM000008704
UBS Securities India Private Limited2 /F, 2 North AvenueMaker Maxity Bandra Kurla Complex Bandra (East) Mumbai 400 051, IndiaTel: +91 (22) 6155 6000Fax: +91 (22) 6155 6300Email: [email protected] Investor Grievance Email: [email protected]: www.ubs.com/indianoffersContact Person: Mr. Vibhor GuptaSEBI Registration No.: INM000010809
Karvy Computershare Private LimitedPlot No. 17 to 24Vithal Rao Nagar, Madhapur Hyderabad 500 081, IndiaTel: +91 (40) 4465 5000Fax: +91 (40) 2343 1551E-mail: [email protected] Grievance Email: [email protected]: http://karisma.karvy.comContact Person: Mr. M. Murali KrishnaSEBI Registration Number: INR000000221
BID/OFFER OPENS ON
BID/OFFER CLOSES ON (FOR QIB BIDDERS)
BID/OFFER CLOSES ON (FO
