1 Ref.No. 395/DRD/ March 09, 2015 Dear Arranger / Merchant Banker, Sub : Invitation of Bid for the Banks proposed Unsecured Redeemable Non-Convertible Long Term Infrastructure Bond Issue of Rs.500 Crore with green-shoe option of Rs.500 Crore 1. IDBI Bank Ltd. ( BANK ), a Public Sector Bank, proposes to mobilize Rs.500 Crore (Rupees Five Hundred Crore only) with green shoe option of Rs.500 Crore through issue of Unsecured Redeemable Non-Convertible Long Term Infrastructure Bond (Series IV) on Private Placement basis ( BOND ISSUE ). The said Bond Issue is likely to be rated as CRISIL AA+/Negative by CRISIL Ltd. and [ICRA]AA+/Negative by ICRA Ltd. 2. We hereby invite your bids - (i) Technical Bid and (ii) Financial Bid, as per format given in Annexure 1 and 2 on the proposed Bond Issue based on the Summary Term Sheet of the Bonds attached as Annexure Schedule for submission of Tender / RFQ: Sr. Event Schedule No. a. Last date for submission of Bids By a.m. on March 12, 2015 b. Date & Place of opening of Technical Bid is at p.m. on March 12, 2015 at IDBI Bank Ltd., 23 rd Floor, Small Conference Room, IDBI c. Date & Place of opening of Financial Bids of the technically qualified Bidders is at Tower, Cuffe Parade, Mumbai p.m. on March 12, 2015 at the above mentioned address, on completion of opening the Technical Bids. 4. The bids may be submitted by Hand Delivery, as per instructions contained in Annexure - 3, so as to reach by a.m. on March 12, Bid received thereafter shall not be considered/accepted. Bids should be submitted by the Arrangers/Merchant Bankers individually and not in groups. 5. Eligibility and Qualification Criteria : For Technical Qualification, the proposers (Bidders) should satisfy following eligibility criteria and submit the following documents: Sr. Eligibility Criteria No. a. Should be a SEBI Registered Merchant Banker listed on Prime Data Base and should have SEBI License valid till the closure of the Issue. (Mere submission for renewal certificate will not be considered as fulfillment of eligibility criteria). Document to be Submitted Self certified copy of SEBI Registration Certificate.
2 -2- b. Should have experience in handling Senior Bond Issues of Public Sector Banks by Private Placement, anytime during FY and in FY till date. Self-certified declaration of the mobilization done. c. The Arranger/Merchant Banker should be in the top 25 of Prime Database ranking for Debt Private Placement for the period April 1, 2013 to March 31, d. The bid shall be on firm commitment basis for Rs.250 Crore and thereafter, in multiples of Rs.100 Crore. e. The Arranger/Merchant Banker should not have defaulted in any of their past commitments in any domestic Bank Bond Issue. f. Arrangers/Merchant Bankers should not have been blacklisted /debarred by any Public Sector Undertaking, including Public Sector Bank in the past. 6. Instructions as regards Bids : a. For Technical Bids, submit copies of all the documents as specified in prepara. b. Financial Bids will be opened only if the Bidders are qualified in the Technical bid. The Financial Bids will be evaluated based on the coupon rate quoted and the lowest coupon will be considered as L1. The L1 bidder will be given the first chance to enhance the amount (beyond the minimum commitment of Rs.250 crore) at the L1 Bid coupon rate. If more than one Arranger has matched the L1 bid rate, allocation will be made among them for raising the amount of the issue. If bid amount of L1 bidder/s is not sufficient to complete the issue, then the offer will be made to the next higher bidder to complete the issue at the L1 Bid rate and so on. 7. Other terms and conditions a. The appointment of Merchant Banker(s) / Arranger(s) will be on firm Commitment Basis for Rs.250 Crore (i.e. Minimum Bid size is Rs.250 Crore) and thereafter, in multiples of Rs.100 Crore. b. The coupon (interest rate) shall be firm and valid for the firm commitment of Rs.250 Crore and thereafter, in multiples of Rs.100 Crore. Partial Tenders i.e. rate of interest quoted for part of the issue less than Rs.250 Crore (Minimum Commitment amount) shall be rejected. Quoting Range of interest rate shall not be accepted. c. Rate of Interest to be quoted should be per annum and upto 2 decimals. d. The Bank reserves the right to negotiate the Rate of Interest further with the L1 bidder/s Merchant Banker(s) / Arranger(s). e. In case required, and at its sole discretion, Bank reserves the right to appoint more than one Merchant Banker(s) as Arranger(s) to the issue at the lowest quoted interest rate (i.e. at L1 rate) in order to make the Bond Issue fully subscribed. f. In case more than one arranger is appointed, the arrangers have to commit to arrange funds for the issue to the extent of the Minimum Bid size, either by them or through market intermediaries.
3 -3- g. Since, the issue is on private placement basis, it shall be ensured by the Arrangers/Merchant Bankers that the offer or invitation shall be made to not more than two hundred persons in the aggregate in a financial year. h. Conditional Tenders are not acceptable. i. The duration of the Bond Issue shall be at the sole discretion of the bank. The firm commitment portion of the subscription shall be brought in by the Merchant Banker(s) / Arranger(s) during the issue period. j. The short listed Merchant Banker(s) / Arranger(s) shall not have any right to insist the Bank for extension of the Bond Issue period in case the amount committed is not mobilized by them during the duration of the Bond Issue. In the event, the full issue amount is not mobilized; the arrangers shall bring in the balance subscription before the closing date of the issue. k. The Bank reserves the right to extend the issue or foreclose the issue at its own discretion. l. Before filling up the Tender, the Merchant Bankers are requested to consider the tentative Summary Term Sheet structure of the Bonds mentioned in Annexure - 4. m. The Bank reserves the right to exercise the Green Shoe Option either in whole or in part, at its sole and absolute discretion. n. The submission of tender by a Merchant Banker implies that he has read the contents of RFQ Document and has accepted all the terms and conditions mentioned in this RFQ document. o. The Bank reserves the right to accept / reject all or any of the tenders without assigning any reasons. p. Appointment of Merchant Banker(s) / Arranger(s) is subject to complying with all the terms and conditions mentioned in the RFQ document and shall be valid till the allotment of bond under the issue for which the bids have been submitted. In case, during this period, if it is found that the appointed Merchant Banker(s) / Arranger(s) to the Issue do not meet the eligibility criteria for the appointment, mandate issued is liable to be cancelled at any time at the sole discretion of the Bank, and shall be sued legally for all the related consequences. For all such matters of litigation, courts of Mumbai shall be the jurisdiction. q. If the short-listed Merchant Banker/ Arranger does not mobilize their individual target amount, withdraws their bid after selection/ does not submit the original documents as required in RFQ, they will be black listed from all future bond issues of IDBI Bank. r. Any notice served by the Bank on the Merchant Bankers under this agreement shall be deemed to have been duly served on by sending through Registered post to the address mentioned in the RFQ document / document submitted by the Merchant Bankers.
4 -4- s. Merchant Banker / Arranger short listed shall help the bank comply with all the statutory provisions for Issue of Senior Bonds through Private Placements, specifically, relevant Reserve Bank of India Circulars, statutory provisions relating to Private Placements in SEBI Regulations and Companies Act, 2013 along with relevant rules and clarifications, etc. 8. Scope of Assignment The scope of assignment for the successful bidder is as detailed below: DURING THE ISSUE: Arranging funds, to the extent of their individual target for the issue. Maintenance of records for making offer to the investors as required under SEBI, RBI & Companies Act 2013 and related rules. To ensure that there is no breach in the maximum number of investors prescribed in Companies Act 2013 and related rules for Private Placement. Collecting the original applications from the Investors and handing over the same to the Registrar and Transfer Agents of the Bank. Reporting to the Bank on the amount mobilized with banking details and reconciling the same. POST ISSUE: To ensure that all original applications are handed over to Registrar and Transfer Agents. Assisting the Bank in allotment of bonds in Demat mode at NSDL and CDSL within the due date. Assisting the Bank in preparation of final documents and Listing of Bonds with Stock Exchange(s) within the date. Assisting the Bank in filing various statutory documents with SEBI / Stock Exchange etc. Sd/- (M A Kulkarni) General Manager International Banking Division IDBI Bank Ltd.
5 Annexure I Format of Technical Bid (To be produced in the letter head of the Arranger/Merchant Banker) The General Manager, IDBI Bank Ltd., International Banking Division, 22 nd Floor, IDBI Tower, Cuffe Parade, Mumbai Sir, As per the requirement of RFQ document for appointment of Merchant Banker / Arranger for the Unsecured Redeemable Non-Convertible Long Term Infrastructure Bond (Series IV) of IDBI Bank of Rs.500 Crore with green-shoe option of Rs.500 Crore, we are furnishing herewith the required information towards the Technical Bid, attaching therein the relevant documents which are self certified by me/us under my/our office seal : Sl. Particulars Details Any other remarks No. 1 Name of the Arranger / Merchant Banker 2 Place of Registered Office 3 Name and Address as per the SEBI Registration Certificate* 4 SEBI Registration No.* 5 Validity of the SEBI Registration Certificate (Mention the date up to which the SEBI Registration is valid) * 6 No. of Branches 7 PAN No of the firm 8 Contact Person 9 Contact Details : a. Land Line No. b. Mobile Number c. ID 10 Whether participated in Senior Bond Issues of Public Sector Banks by Private Placement, anytime during FY and in FY till date. * 11 Ranking in the Prime Database ranking Debt Private Placement for the period April 1, 2013 to March 31, 2014 *Relevant Documents to be submitted with Self-certification.
6 -2- We also confirm that a) The information submitted above is true and correct. b) We have not defaulted in any of our past commitments in any domestic Bank Bond Issues. c) We have not been blacklisted / debarred by any Public Sector Undertaking, Central or State Government Undertakings in the past. Date : Place : For Arranger/Merchant Banker, Name of the Partner Membership Number (Affix the seal) Encl : Self certified relevant documents
7 Annexure - 2 Format of Commercial / Financial Bid (To be produced in the letter head of the Arranger/Merchant Banker) To, The General Manager, IDBI Bank Ltd., International Banking Division, 22 nd Floor, IDBI Tower, Cuffe Parade, Mumbai Sir, As per the requirement of RFQ document for appointment of Merchant Banker / Arranger for the Unsecured Redeemable Non-Convertible Long Term Infrastructure Bond (Series IV) of IDBI Bank Ltd., of Rs.500 Crore with green shoe option of Rs.500 Crore, we are furnishing herewith the required information towards the Financial Bid, under my/our office seal : Sl. Particulars No. 1. Raising of Unsecured Redeemable Non- Convertible Long Term Infrastructure Bond (Series IV) on Private Placement basis of Rs.500 Crore with green shoe option of Rs.500 Crore on Private Placement basis. Bid Amount# Coupon Rate (% per annum) # Minimum Bid amount Rs.250 Crore and thereafter in multiples of Rs.100 Crore. Coupon rate to be denoted nearest to two decimals. Date : Place : For Arranger/Merchant Banker, Name of the Partner Membership Number (Affix the seal)
8 Instruction in the matter of Submission of Bids Annexure - 3 The Technical Bid and the Financial Bid should be submitted in two separate sealed envelopes clearly superscribed on the front of the envelope as Technical Bid Unsecured Redeemable Non-Convertible Long Term Infrastructure Bond Issue and should be addressed to : The General Manager, IDBI Bank Ltd., International Banking Division, 22 nd Floor, IDBI Tower, Cuffe Parade, Mumbai The Bid may be submitted by Hand Delivery at the above address so as to reach on or before a.m. on March 12, Any bid submitted or received after a.m. on March 12, 2015 shall not be accepted. The Bid will be opened before an internal committee of the Bank at p.m. on March 12, You are invited to attend the Bid opening Meeting. Important Points : Bids should be submitted by the Arrangers/Merchant Bankers individually and not in groups. The Bid submitted by Arrangers/Merchant Bankers will be valid till the completion of allotment of Bonds. The Bank has every right to withdraw the issue without assigning any reason to the arrangers/ Merchant Bankers.
9 Annexure 4 Summary Term Sheet for the issue of Bonds (as defined below) in pursuance of RBI circular no. RBI/ /127 DBOD.BP.BC.No.25/ / dated July 15, 2014: 1. Security Name IDBI Omni Infrastructure Bond Series IV 2. Issuer IDBI Bank Limited 3. Issue Size and Option to retain over-subscription 4. Objects of the Issue / Details of the utilization of the proceeds Rs.500 Crore with green-shoe option of Rs.500 Crore To enhance long term resources for funding infrastructure and affordable housing projects. The funds raised by way of this issue will be utilized for on-lending/ investment in shares/ debentures including lending to infrastructure projects, affordable housing, debt servicing and such other activities as may be permitted under the Memorandum and Articles of Association. 5. Type of Instrument Unsecured, Redeemable, non-convertible, Long Term Bonds in the nature of Debentures (the Bonds ). 6. Nature of Instrument The Bonds are neither secured nor covered by a guarantee of the Issuer nor related entity or other arrangement that legally or economically enhances the seniority of the claim of the holders of the Bonds (the Bondholders ) vis-à-vis other creditors of the Issuer. 7. Seniority Senior 8. Proposed Listing (including name of stock Exchange(s) where it will be listed) Proposed on the Wholesale Debt Market (WDM) Segment of National Stock Exchange of India Limited (the NSE ); and BSE Limited (the BSE ) 9. Tenor 10 years from the deemed date of allotment 10. Convertibility Non-convertible 11. Face Value Rs.10,00,000/- (Rupees Ten Lakh) per Bond. 12. Credit Rating Likely to be rated : CRISIL AA+/Negative by CRISIL *ICRA+AA+/Negative by ICRA
10 Mode of Issue Private placement 14. Security The bonds are unsecured in nature 15. Coupon Rate To be decided 16. Step-up/ Step-down Coupon Rate 17. Coupon Reset Not Applicable 18. Coupon Type Fixed 19. Coupon Payment Frequency No Step-up and Step-down option Coupon will be payable annually 20. Coupon Payment Dates On the anniversary of the Deemed Date of Allotment. 21. Interest on application money Interest at the Coupon Rate (subject to deduction of Income-tax under the provisions of the Income-tax Act 1961, or any statutory modification or re-enactment as applicable) will be paid to all the applicants on the application money for the Bonds. Such interest shall be paid from the date of realization of cheque (s)/demand draft (s) and in case of RTGS/other means of electronic transfer interest shall be paid from the date of receipt of funds to one day prior to the Deemed Date of Allotment. The Interest on application money will be computed as per Actual/Actual Day count convention. Such interest would be paid on all the valid applications including the refunds. For the application amount t h a t has been refunded, the Interest on application money will be paid along with the refund orders and for the application amount against which Bonds have been allotted, the Interest on application money will be paid within ten working days from the Deemed Date of Allotment. Where an applicant is allotted lesser number of Bonds than applied for, the excess amount paid on application will be refunded to the applicant along with the interest on refunded money. Income Tax at Source (TDS) will be deducted at the applicable rate on Interest on application money
11 Default Interest Rate As per extant SEBI Guidelines 23. Date of redemption To be decided 24. Redemption Amount At par Rs.10 lakhs per bond 25. Redemption Premium / Discount No premium/ discount on redemption 26. Issue Price At par Rs.10 lakhs per bond 27. Discount at which security is issued and effective yield as a result of such discount Nil 28. Record Date Reference date for payment of coupon or of principal which shall be the date falling 15 days prior to the relevant Coupon Payment Date / Redemption Date on which interest/ principal is due and payable. In the event the Record Date falls on a day which is not a business day, the next business day will be considered as the Record Date. 29. Computation of Interest Actual/ Actual 30. Put Option None 31. Put Option Price Not Applicable 32. Call Option None 33. Call Option Price Not Applicable 34. Put Notification Time Not Applicable 35. Call Notification Time Not Applicable 36. Depository (i) National Securities Depository Limited (the NSDL ); and (ii) Central Depository Services (India) Limited (the CDSL ). 37. Events of Default As specified in the Bond trust deed. 38. Provisions related to Cross Default Clause Not Applicable 39. Issuance Mode Only in dematerialized form 40. Trading Mode Only in dematerialized form 41. Issue Schedule : 1. Issue Opening Date 2. Issue Closing Date To be decided
12 Pay-In-Dates To be decided 43. Deemed Date of Allotment 44. Minimum Application and in multiples of Debt securities thereafter To be decided 5 Bonds and in multiples of 1 Bond thereafter 45. Settlement Mode Payment of interest and repayment of principal shall be made by way of credit through direct credit/ NECS/ RTGS/ NEFT mechanism. 46. Transaction Documents The Issuer has executed/ shall execute the documents including but not limited to the following in connection with the issue: 47. Conditions precedent to subscription of Bonds (i) Letter appointing Trustees to the Bond Holders. (ii) Bond trustee agreement; (iii) Bond trust deed (iv) Rating agreement with Rating agency; (v) Tripartite agreement between the Issuer, Registrar and NSDL for issue of Bonds in dematerialized form; (vi) Tripartite agreement between the Issuer, Registrar and CDSL for issue of Bonds in dematerialized form; (vii) Letter appointing Registrar and agreement entered into between the Issuer and the Registrar. (viii) Listing Agreement with NSE & BSE. The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following: (i) Rating letter(s) from the aforesaid rating agencies not being more than one month old from the issue opening date; (ii) Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s); (iii) Letter to NSE & BSE for seeking its Inprinciple approval for listing and trading of Bonds.
13 48. Conditions subsequent to subscription of Bonds -5- The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Disclosure Document: (i) Credit of demat account(s) of the allottee(s) by number of Bonds allotted within 2 working days from the Deemed Date of Allotment (ii) Making listing application to NSE/BSE within 10 days from the Deemed Date of Allotment of Bonds and seeking listing permission within 20 days from the Deemed Date of Allotment of Bonds in pursuance of SEBI Debt Regulations; (In the event of a delay in listing of the Bonds beyond 20 days of the Deemed Date of Allotment, the Issuer will pay to the investor penal interest of 1% per annum over the Coupon Rate commencing on the expiry of 30 days from the Deemed Date of Allotment until the listing of the Bonds.) Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure Document. 49. Business Day Convention Should any of the dates, other than the Coupon Payment Date including the Deemed Date of Allotment, fall on day which is not a business day in the city of Mumbai, Maharashtra, the immediately preceding business day shall be considered as the effective date. Should the Coupon Payment Date, as defined in this Disclosure Document, fall on day which is not a business day in the city of Mumbai, Maharashtra, the immediately next business day shall be considered as the effective date.
14 I. OTHER GENERAL TERMS Eligible Investors The following categories of investors may apply for the Bonds, subject to applicable laws and subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents along with the Application Form. 1. Financial Institutions registered under the applicable laws in India which are duly authorised to invest in Bonds; 2. Insurance/Investment Companies; 3. Provident, Gratuity, Pension and Superannuation Funds; 4. Mutual Funds; 5. HUFs, Companies, Bodies Corporate authorised to invest in bonds; 6. Trusts, Association of Persons, Societies registered under the applicable laws in India which are duly authorised to invest in bonds. 7. FIIs 2. Role and Responsibilities of Bond Trustee 8. Individuals The Bondholders shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or required to be done in the interest of the Bondholders. The Trustees will endeavor to protect the interest of the Bondholders, in the event of default in regard to timely payment of interest or repayment of principal by IDBI Bank Ltd. Any payment made by IDBI Bank Ltd. to the Trustees on behalf of the Bondholders shall discharge IDBI Bank Ltd. pro tanto to the Bondholders. No Bondholder shall be entitled to proceed directly against the Bank unless the Trustees, having become so bound to proceed, fail to do so.
15 3. Governing Law and Jurisdiction -7- The Trustee shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustee by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustee. The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the courts of Mumbai, Maharashtra. 4. Applicable RBI Guidelines The present issue of Bonds is being made in pursuance of RBI circular no. RBI/ /127 DBOD.BP.BC.No.25/ / dated July 15, Trustees SBICAP Trustee Company Ltd. 6. Registrar M/s. Karvy Computershare Pvt. Ltd.
16 Format for declaration Annexure 5 The following Declaration has to be submitted by the Merchant Banker along with the Technical Bid. NAME OF THE ASSIGNMENT: Acting as Arranger to Unsecured Redeemable Non- Convertible Long Term Infrastructure Bond (Series IV) of IDBI Bank Limited Declaration a. We, (Name of Merchant Banker) hereby declare that we have made ourselves thoroughly conversant with market conditions regarding the Infrastructure Bond issue of (Series-IV) of IDBI Bank to be opened for subscription, structure of bonds, scope of assignment, firm commitment amount, etc. b. Our quotation is in total conformity with the tender stipulation and we do not have any additional technical or commercial conditions. c. We, (Name of Merchant Banker) undertake to arrange firm commitment amount of Rs.250 Crore (Rupees Five hundred Crore) and thereafter, in multiples of Rs.100 Crore as per the terms of the RFQ document. d. We, (Name of Merchant Banker) undertake to not to form any cartels which may curtail the competition and hinder transparency of the entire process. e. We, (Name of Merchant Banker) accept all your terms and conditions mentioned in this RFQ document. f. We, (Name of Merchant Banker) confirm that the details furnished by us in the RFQ documents are true and complete and are as per the Original documents. g. We, (Name of Merchant Banker) undertake to produce the Original documents for verification / Records before appointment in case short-listed. h. We, (Name of Merchant Banker) hereby declare that we have complied with / agree to comply with all the statutory formalities / guidelines / regulations / circulars issued by the Reserve Bank of India, Securities and Exchange Board of India (hereinafter referred to as the Board ), Companies Act 2013 read with relevant Rules and other relevant statutory provisions applicable to this Bond Issue. i. We, (Name of Merchant Banker) understand that nothing in this Agreement shall exempt the Bidder, its functionaries or other intermediaries associated with the issue, from responsibilities/ obligations to be complied with in connection with the existing Acts/ Laws etc. or as may be placed on them at future date by any Law/ Acts/ Rules/ Regulations/ Guidelines/ Directives/ Instructions by any competent authorities with the due sanction of Government and/or statutory body from time to time. j. We, (Name of Merchant Banker) understand that the IDBI Bank has the sole right to decide to extend or close the Bond Issue after completion of initial duration of Bond Issue and the Merchant Banker (s) / Arranger(s) cannot insist IDBI bank for extension of Bond Issue in case the targeted amount Committed are not mobilized.
17 k. We, (Name of Merchant Banker) solemnly undertake and declare that: -2- i. All information, documents, statements produced for any purpose related to the issue/offer document, are authentic & duly signed by the responsible authorized officer on the Company s letterhead or under the seal of the Company. ii. Aforementioned information/ document/ statement are complete in all respects; authentic, duly substantiated by facts on record, true and correct and the (Name of Merchant Banker) will be solely and fully responsible for such information so provided. iii. Under no circumstances (Name of Merchant Banker) would give or withhold any information or statement or document that is likely to mislead the Bank. iv. (Name of Merchant Banker) accept full responsibility for consequences, if any, for making a false statement, providing misleading information or withholding, concealing material facts which have a bearing on the issue. l. Consequence of Breach: (Name of Merchant Banker) Indemnifies and hold harmless, IDBI Bank and its officers, from any claims, actions proceedings, demands, liabilities, penalties, damages, judgment, losses and cost including expenses arising out of or in connection with or in relation to the services rendered by the Arranger under this Agreement and shall reimburse IDBI Bank in connection with any litigation arising out of, in relation to the Issue of Bonds, which may arise due to the negligence, mis-statement, Ignorance, breach of terms of this Agreement by the Merchant Banker / Arranger. Witness : Banker, (To the Arranger/Merchant Banker) For Arranger / Merchant Signature: Signature of Authorised Signatory Name : Name : Date : Date : Place : Place :
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