SCHEDULE XXA Formats Of Issue Advertisement
SAMPLE FORMAT FOR PRE-ISSUE ADVERTISEMENT FOR PUBLIC ISSUE (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. ADANI WILMAR LTD. (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________ THE ISSUE Public issue of ___________ equity shares / debentures (if applicable) of Rs. ____ each at a price of Rs._____ ( Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs._________ (appropriate disclosure for Book Built issue) Disclosure as per Clause 3.7.1(ii) The Issue is being made through the 100% Book Building Process wherein at least ___% of the Issue shall be allocated on a 656(proportionate) basis to Qualified Institutional Buyers. Further, not less than ___% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and the remaining ____% of the Issue shall be available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. (The disclosure about details of allocation shall be given in case of Book built issues in these lines) PROMOTERS XXXX PROPOSED LISTING Names of Stock Exchanges
(Disclaimer Clause of SEBI) SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.) LEAD MANAGERS / BOOK RUNNING LEAD MANAGERS / CO-BOOK RUNNING LEAD MANAGERS (as the case may be) Name, address, telephone and fax numbers, email ID, website address and contact Person COMPLIANCE OFFICER OF ISSUER COMPANY Name, address, telephone and fax numbers, email ID, website address CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) (IPO GRADING) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, Book runners, Syndicate Members, Brokers and Bankers to the issue (as the case may be) (Addresses optional) 659(Application Supported by Blocked Amount forms shall be available with designated branches of Self Certified Syndicate Banks, the list of which is available at websites of Stock Exchanges and SEBI.) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead manager/s / Stock Exchange/s at www ISSUE / BID OPENS ON : ISSUE / BID CLOSES ON : Issued BY Directors of Issue
PART B SAMPLE FORMAT FOR ISSUE OPENING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. ADANI WILMAR LTD. (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________ THE ISSUE Public issue of ___________ equity shares / debentures (if applicable) of Rs. ____ each at a price of Rs._____ (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs._________ (appropriate disclosure for Book Built issue) Disclosure as per Clause (ii) The Issue is being made through the 100% Book Building Process wherein at least ___% of the Issue shall be allocated on a 660(proportionate) basis to Qualified Institutional Buyers. Further, not less than ___% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and the remaining ____% of the Issue shall be available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. (The disclosure about details of allocation shall be made in case of Book built issues in these lines) PROMOTERS XXXX PROPOSED LISTING
Names of Stock Exchanges
(Disclaimer Clause of SEBI) SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.) LEAD MANAGERS / BOOK RUNNING LEAD MANAGERS / CO-BOOK RUNNING LEAD MANAGERS (as the case may be) Name, address, telephone and fax numbers, email ID, website address and contact Person COMPLIANCE OFFICER OF ISSUER COMPANY Name, address, telephone and fax numbers, email ID, website address CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) (IPO GRADING) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, Book runners and Bankers to the issue (as the case may be) (Addresses optional) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead manager/s / Stock Exchange/s at www ISSUE / BID OPENS TODAY Issued by Directors of Issuer
PART C SAMPLE FORMAT FOR ISSUE CLOSING ADVERTISEMENT FOR PUBLIC ISSUES (FIXED PRICE / BOOKBUILT) This is only an advertisement for information purposes and not a prospectus announcement. ADANI WILMAR LTD. (Incorporated on ____________________ under the Companies Act as __________________________ and subsequently renamed _______________________ on ________________) Registered Office: __________________________________ Tel: _______________ Fax ______________ Corporate Office: _________________________________________________________________ Tel: _________ Fax: _______ e-mail: ______ Website: _____________________________ THE ISSUE Public issue of ___________ equity shares (if applicable) of Rs. ____ each at a price of Rs._____ (Floor price or price band or as the case may be for Book built issue) for cash aggregating Rs._________ (appropriate disclosure for Book Built issue) Disclosure as per Clause The Issue is being made through the 100% Book Building Process wherein at least ___% of the Issue shall be allocated on a 664(proportionate) basis to Qualified Institutional Buyers. Further, not less than ___% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and the remaining ____% of the Issue shall be available for allocation on a proportionate basis to Retail Bidders, subject to valid bids being received at or above the Issue Price. (The disclosure about details of allocation shall be made in case of Book built issues in these lines) PROMOTERS XXXX PROPOSED LISTING Names of Stock Exchanges
(Updated upto August 20, 2009)
(Disclaimer Clause of SEBI SEBI only gives its observations on the offer documents and this does not constitute approval of either the issue or the offer document.) LEAD MANAGERS / BOOK RUNNING LEAD MANAGERS / CO-BOOK RUNNING LEAD MANAGERS (as the case may be) Name, address, telephone and fax numbers, email ID, website address and contact Person COMPLIANCE OFFICER OF ISSUER COMPANY Name, address, telephone and fax numbers, email ID, website address CREDIT RATING (only if applicable) DEBENTURE TRUSTEES (only if applicable) (IPO GRADING) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, Book runners (Deleted) and Bankers to the issue (as the case may be) (Addresses optional) AVAILABILITY OF PROSPECTUS Investors are advised to refer to the prospectus, and the risk factors contained therein, before applying in the issue. Full copy of the prospectus is available at www.sebi.gov.in and websites of issuer / lead manager/s / Stock Exchange/s at www ISSUE / BID CLOSES TODAY Issued by Directors of Issuer
SCHEDULE XXIA
DISCLOSURES IN PLACEMENT DOCUMENT 1. Disclaimer to the effect that the Memorandum relates to an issue made to Qualified Institutional Buyers under Chapter XIIIA and that no offer is being made to the public or any other class of investors. 2. Glossary of Terms/Abbreviations 3. [Financial Statements Contained Herein] 4. Merchant Bankers/Managers to the placement and other advisors 5. Summary of the Offering and Instrument 6. Risk Factors 7. Market Price Information Disclose particulars of:a. high, low and average market prices of shares of the company during the preceding three years b. monthly high and low prices for the six months preceding the date of filing of theprospectus c. number of shares traded on the days when high and low prices were recorded in the relevant stock exchange during period of (i) and (ii) above, and total volume traded on those dates d. the stock market data referred to above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure (e.g., when the shares have become ex-rights or ex-bonus) e. the market price immediately after the date on which the resolution of the Board of Directors approving the issue was approved f. the volume of securities traded in each month during the six months preceding the date on which the offer document is filed with ROC g. Along with high, low and average prices of shares of the company, details relating to volume of business transacted should also be stated for respective periods. 8. Use of proceeds a. purpose of the issue; b. break-up of the cost of project for which the money is raised through issue; c. the means of financing such project; and d. proposed deployment status of the proceeds at each stage of the project. 9. Capitalization Statement 10. Dividends 11. Selected Financial and Other Information
The audited consolidated or unconsolidated financial statements prepared in accordance with Indian GAAP shall contain the following: a. Report of Independent Auditors on the Financial Statements b. Balance Sheets c. Statements of Income d. Schedules to Accounts e. Statements of Changes in Stockholders Equity f. Statements of Cash Flows g. Statement of Accounting Policies h. Notes to Financial Statements i. Statement Relating to Subsidiary Companies (in case of unconsolidated financial statements) 12. Managements Discussion and Analysis of Financial Condition and Results of Operations 13. Industry Description 14. Business Description 15. Organizational Structure and Major Shareholders 16. Board of Directors and Senior Management 17. Taxation Aspects relating to the Instrument 18. Legal Proceedings 19. Accountants 20. General Information 21. Such Other information as is appropriate to enable the investor to make an informed decision.
