GAMMON INDIA LIMITED

More documents

Recommendations

Info

SUMMARY OF THE ISSUE The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed terms appearing elsewhere in this Placement Document, including under “Issue Procedure” and “Description of the Equity Shares”. Issuer Gammon India Limited Face Value Rs. 2 per Equity Share Issue Price per Equity Share Rs. 237.45 Issue Size 12,809,400 Equity Shares of face value of Rs. 2 each, aggregating Rs. 3,041.59 million A minimum of 10% of the Issue Size i.e. up to 1,280,940 Equity Shares shall be available for Allocation to Mutual Funds only, and up to 11,528,460 Equity Shares shall be available for Allocation to all QIBs, including Mutual Funds. If no Mutual Fund is agreeable to take up the minimum portion mentioned above, such minimum portion or part thereof may be Allotted to other eligible QIBs Floor Price Rs. 237.45 per Equity Share. Equity Shares issued and outstanding immediately prior to the Issue Equity Shares issued and outstanding immediately after the Issue 107,586,696 Equity Shares. 120,396,096 Equity Shares. Eligible Investors QIBs as defined in regulation 2(1)(zd) of the SEBI Regulations. Listing The Company has obtained in-principle approval for listing of the Equity Shares issued pursuant to the Issue from the Stock Exchanges on December 4, 2009. The Company would make applications to each of the Stock Exchanges to obtain final listing and trading approval for the Equity Shares. Transferability Restrictions The Equity Shares being Allotted pursuant to this Issue shall not be sold for a period of one year from the date of Allotment, except on the floor of the Stock Exchanges. Closing The Allotment of the Equity Shares offered pursuant to this Issue shall be made on or about December 16, 2009 (the “Closing Date”). Ranking The Equity Shares being issued shall be subject to the provisions of the Company’s Memorandum of Association and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares including rights in respect of dividends. The equity shareholders will be entitled to participate in dividends and other corporate benefits, if any, declared by the Company after the Closing Date, in compliance with the Companies Act. The equity shareholders may attend and vote in shareholders’ meetings on the basis of one vote for every share held. See the “Description of the Equity Shares”. Use of Proceeds The net proceeds of the Issue (after deduction of fees, commissions and expenses) are expected to be approximately Rs. 2,981.59 million. For details of the use of proceeds, see “Use of Proceeds”. xv
Lock-up The Company will not, for a period of 90 days from the date of the Placement Document, without the prior written consent of the Joint Global Co-ordinators, (A) directly or indirectly, issue, offer, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing, (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention to enter into any such transaction, whether any such swap or transaction described in clause (A) or (B) hereof is to be settled by delivery of Equity Shares or such other securities, in cash or otherwise, or (C) deposit Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or which carry the right to subscribe for or purchase Equity Shares in depositary receipt facilities or enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of a sale or a deposit of Equity Shares in any depositary receipt facility, or publicly announce any intention to enter into any transaction. The foregoing sentence shall not apply to: (i) any issuance, sale, transfer or disposition of Equity Shares by the Company to the extent such issuance, sale, transfer or disposition is required by Indian law; (ii) any issuance of Equity Shares by the Company upon exercise of options outstanding as at the date hereof by the employees of the Company; (iii) any issuance of Equity Shares by the Company upon conversion of warrants outstanding as at the date hereof; and (iv) the Placement. The Promoter during the period commencing on the date of the Placement Agreement and ending 180 days after the date of allotment of equity shares under the Offering, agrees not to, (a) directly or indirectly, offer, lend, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any Equity Shares or any securities convertible into or exercisable for Equity Shares (including, without limitation, securities convertible into or exercisable or exchangeable for Equity Shares which may be deemed to be beneficially owned by the undersigned) with respect to any of the foregoing or (b) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences associated with the ownership of any of the Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares (regardless of whether any of the transactions described in clause (a) or (b) is to be settled by the delivery of Equity Shares or such other securities, in cash or otherwise), or (c) deposit Equity Shares with any other depositary in connection with a depositary receipt facility or enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of a sale or deposit of Equity Shares in any depositary receipt facility or publicly announce any intention to enter into any transaction falling within (a) to (c) above; provided, however, that the foregoing restrictions do not apply to any sale, transfer or disposition of Equity Shares by the undersigned to the extent such sale, transfer or disposition is required by Indian law. Risk Factors Prior to making an investment decision, prospective investors should carefully consider the matters discussed under “Risk Factors”. Security Codes for the Equity Shares ISIN INE259B01020 BSE Code 509550 NSE Code <strong>GAMMON</strong>IND xvi
Page 1 and 2: GAMMON INDIA LIMITED (Incorporated
Page 3 and 4: NOTICE TO INVESTORS The Company acc
Page 5 and 6: usiness strategies and environment
Page 7 and 8: epresentation, warranty or statemen
Page 9 and 10: SEBI nor any other regulatory autho
Page 11 and 12: FORWARD LOOKING STATEMENTS All stat
Page 13 and 14: Term Description Company in consult
Page 15: Term Description NH National Highwa
Page 19 and 20: ased in Italy that is engaged in th
Page 21 and 22: for our short-term commercial paper
Page 23 and 24: Sr. No. SUMMARY FINANCIAL INFORMATI
Page 25 and 26: REFORMATTED CONSOLIDATED BALANCE SH
Page 27 and 28: REFORMATTED CONSOLIDATED PROFIT AND
Page 29 and 30: REFORMATTED CONSOLIDATED CASH FLOW
Page 31 and 32: RISK FACTORS An investment in equit
Page 33 and 34: affect on the profit margins that w
Page 35 and 36: As the revenue structure for the SP
Page 37 and 38: of actual traffic volume. Adverse d
Page 39 and 40: esult in decreased sales of our pro
Page 41 and 42: in two or three years) of interest
Page 43 and 44: If our subsidiaries or SPVs default
Page 45 and 46: Our inability to obtain, renew or m
Page 47 and 48: As of March 31, 2009, our contingen
Page 49 and 50: on which such additional financing
Page 51 and 52: The Equity Shares are being offered
Page 53 and 54: market for our equity shares will n
Page 55 and 56: (of sale proceeds), a no objection/
Page 57 and 58: Date National Stock Exchange of Ind
Page 59 and 60: USE OF PROCEEDS The total proceeds
Page 61 and 62: Vesting Date No. Of Options Exercis
Page 63 and 64: EXCHANGE RATE INFORMATION The follo
Page 65 and 66: development phase. GIPL also offers
Page 67 and 68:
during summer months and during the
Page 69 and 70:
c) Revenues from providing services
Page 71 and 72:
Intangible assets are amortized ove
Page 73 and 74:
Guidelines, 1999 issued by Securiti
Page 75 and 76:
and tax credit, if any, and compute
Page 77 and 78:
Profit After Tax. Our profit after
Page 79 and 80:
primarily by trade payables and wor
Page 81 and 82:
and components are fluctuating base
Page 83 and 84:
Development Authorities, Metro Rail
Page 85 and 86:
Indian Road Network Kilometers (app
Page 87 and 88:
plan will soon be presented to the
Page 89 and 90:
The Airports Sector in India Indian
Page 91 and 92:
An investment of about Rs.720,600.0
Page 93 and 94:
China’s electricity consumption h
Page 95 and 96:
Source Central State Private Total
Page 97 and 98:
Overview BUSINESS We are the flagsh
Page 99 and 100:
** formerly Bedi Seaport Limited GA
Page 101 and 102:
flue chimneys, nuclear containment
Page 103 and 104:
For certain large construction or i
Page 105 and 106:
oriented services. In addition, we
Page 107 and 108:
Kalwakruthy Stage-3-Lift Irrigation
Page 109 and 110:
Name of SPV Revenue Model MNEL KBIC
Page 111 and 112:
Ansaldo Oseberg D Offshore Platfor
Page 113 and 114:
ACCAM S.p.A. Incinerator Plant: Eur
Page 115 and 116:
Our Company, with its joint venture
Page 117 and 118:
Board of Directors BOARD OF DIRECTO
Page 119 and 120:
Name, Designation, DIN and Address
Page 121 and 122:
Name, Designation, DIN and Address
Page 123 and 124:
Mr. Parvez Umrigar, is a B. Com., A
Page 125 and 126:
Mr. Himanshu Parikh Pursuant to a s
Page 127 and 128:
Organisation Chart 98
Page 129 and 130:
Name Number of Equity Shareholding
Page 131 and 132:
Shareholding Pattern PRINCIPAL SHAR
Page 133 and 134:
Sl. No. Name of the Shareholder Lim
Page 135 and 136:
Equity Shares allotted to a QIB pur
Page 137 and 138:
FIIs are permitted to participate t
Page 139 and 140:
The submission of an Application Fo
Page 141 and 142:
ank). The QIB will be required to d
Page 143 and 144:
Placement Agreement PLACEMENT The J
Page 145 and 146:
SELLING RESTRICTIONS The distributi
Page 147 and 148:
the shares, debentures and units of
Page 149 and 150:
TRANSFER RESTRICTIONS Purchasers of
Page 151 and 152:
The exceptions to this rule are for
Page 153 and 154:
equirement to publish un-audited fi
Page 155 and 156:
shares are listed). Further, any pe
Page 157 and 158:
agreement, within the time period m
Page 159 and 160:
for compulsory dematerialised tradi
Page 161 and 162:
. by crediting shares of the Compan
Page 163 and 164:
(including a corporation or company
Page 165 and 166:
TAXATION The information provided b
Page 167 and 168:
to be income chargeable under the h
Page 169 and 170:
8. As per Section 74 Short-term cap
Page 171 and 172:
long-term capital gains. Balance lo
Page 173 and 174:
LEGAL PROCEEDINGS Save as described
Page 175 and 176:
lack list GIL and also its allied/s
Page 177 and 178:
Index to financial statements: FINA
Page 179 and 180:
Sr. No. UNAUDITED FINANCIAL RESULTS
Page 181 and 182:
from the foreign currency receivabl
Page 183 and 184:
5. The financial statements of cert
Page 185 and 186:
REFORMATTED CONSOLIDATED BALANCE SH
Page 187 and 188:
GAMMON INDIA LIMITED REFORMATTED CO
Page 189 and 190:
GAMMON INDIA LIMITED REFORMATTED CO
Page 191 and 192:
GAMMON INDIA LIMITED SCHEDULES FORM
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
31.03.09 31.03.08 31.03.07 Rs.inMil
Page 199 and 200:
Page 201 and 202:
SCHEDULE 15A SUNDRY EXPENSES INCLUD
Page 203 and 204:
SCHEDULE 18 SIGNIFICANT ACCOUNTING
Page 205 and 206:
5. Research and Development Expense
Page 207 and 208:
(c) Work in progress from manufactu
Page 209 and 210:
Basic Earning Per Share is calculat
Page 211 and 212:
For the Year 2008- 09 For the Year
Page 213 and 214:
interest and voting rights in respe
Page 215 and 216:
y Busi Group. By an Agreement dated
Page 217 and 218:
Maritime Services Pvt. Ltd* Modern
Page 219 and 220:
the difference between outstanding
Page 221 and 222:
PVAN: Term Loans from ICICI Bank ar
Page 223 and 224:
foreign exchange loss of Rs. 11.20
Page 225 and 226:
In respect of some road projects co
Page 227 and 228:
Net Actuarial (gain)/loss To Be Rec
Page 229 and 230:
Further, during the year 2008-09, t
Page 231 and 232:
30 Gammon Sadelmi (Power Plant in S
Page 233 and 234:
(c) Transactions of Oman Branch and
Page 235 and 236:
11 Gammon Rizzani Gammon Rizzani Ga
Page 237 and 238:
Nature of Transactions / relationsh
Page 239 and 240:
Page 241 and 242:
Page 243 and 244:
Current liabilities Bank overdrafts
Page 245 and 246:
Statement of recognised income and
Page 247 and 248:
5. We have estimated and checked th
Page 249 and 250:
4. As fully described by directors
Page 251 and 252:
Franco Tosi Meccanica S.p.A. INTROD
Page 253 and 254:
Franco Tosi Meccanica S.p.A. 2. INC
Page 255 and 256:
Franco Tosi Meccanica S.p.A. 4. FOR
Page 257 and 258:
Franco Tosi Meccanica S.p.A. The bo
Page 259 and 260:
Franco Tosi Meccanica S.p.A. Revenu
Page 261 and 262:
Franco Tosi Meccanica S.p.A. Servic
Page 263 and 264:
Franco Tosi Meccanica S.p.A. 31.12.
Page 265 and 266:
Franco Tosi Meccanica S.p.A. Note 5
Page 267 and 268:
Page 269 and 270:
Franco Tosi Meccanica S.p.A. Nota 1
Page 271 and 272:
Page 273 and 274:
Franco Tosi Meccanica S.p.A. As pre
Page 275 and 276:
Franco Tosi Meccanica S.p.A. Deprec
Page 277 and 278:
To the Shareholders of Sae Power Li
Page 279 and 280:
SAE POWER LINES S.R.L. Società uni
Page 281 and 282:
SAE POWER LINES S.R.L. IV. Liquid a
Page 283 and 284:
SAE POWER LINES S.R.L. Profit and l
Page 285 and 286:
SAE POWER LINES S.R.L. Company with
Page 287 and 288:
underlying formal aspects. Fixed as
Page 289 and 290:
Italian Exchange Rates Office (U.I.
Page 291 and 292:
Description Value Monetary revaluat
Page 293 and 294:
Accounts receivable by geographical
Page 295 and 296:
This item can be broken down as fol
Page 297 and 298:
Description 31/12/2007 Additions De
Page 299 and 300:
Accounts payable by geographical ar
Page 301 and 302:
Description 31/12/2008 31/12/2007 C
Page 303 and 304:
Taxes Value at 31/12/2008 Value at
Page 305 and 306:
the reasonable certainty that in fu
Page 307:
ISSUER Gammon India Limited REGISTE
show all

GAMMON INDIA LIMITED

Create successful ePaper yourself

Delete template?

Save as template?