Bharti Infratel Limited (the “Company”) was incorporated on November 30, 2006, at New Delhi, as a public limited company under the Companies Act, 1956, as amended (the "Companies Act"). The Company
received a certificate of commencement of business on April 10, 2007 from the Registrar of Companies, National Capital Territory of Delhi and Haryana (RoC). For details of changes in the registered office of
the Company, please see the section "History and Certain Corporate Matters" on page 168 of the Red Herring Prospectus dated November 28, 2012 as supplemented by corrigendum published on
November 30, 2012, December 6, 2012 and December 7, 2012 and addendum published on December 11, 2012 (collectively referred to as the ‘RHP’ or ‘Offer Document’). Registered Office: Bharti
Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase-II, New Delhi 110 070; Corporate office: Park Centra, Sector-30, Village Silokhara, Gurgaon 122 001; Contact Person: Anupam Garg, Company
Secretary and Compliance Officer; Tel: (91 11) 4666 6100; Fax: (91 11) 4166 6137; Email: [email protected]; Website: www.bharti-infratel.com
Public Issue of 188,900,000 Equity Shares of a face value ` 10 each of the Company for cash at a price of ` [•] per Equity Share (including a share premium of ` [•] per
Equity Share) aggregating to ` [•] million consisting of a fresh Issue of 146,234,112 Equity Shares aggregating up to ` [•] million (the "Fresh Issue") and an offer for
sale of 42,665,888 Equity Shares by the Selling Shareholders (as defined in the Section "Definitions and Abbreviations" of the RHP) aggregating to ` [•] million (the
(1)
"Offer for Sale" and together with the Fresh Issue, the "Issue"). A discount of ` 10 to the Issue Price is being offered to Retail Individual Bidders . The Issue will
constitute 10% of the post-Issue paid-up Equity Share capital of the Company. The face value of Equity Shares is ` 10 each.
(1)
The Retail Discount will not exceed 5% of the Issue Price.
PRICE BAND: ` 210 TO ` 240 PER EQUITY SHARE OF FACE VALUE OF ` 10 EACH
THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH AND THE ISSUE PRICE IS [•] TIMES THE FACE VALUE.
THE FLOOR PRICE IS 21 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 24 TIMES OF THE FACE VALUE.
BIDS CAN BE MADE FOR A MINIMUM OF 50 EQUITY SHARES AND IN MULTIPLES OF 50 EQUITY SHARES THEREAFTER.
BID/ISSUE
For BHARTI INFRATEL LIMITED
on behalf of Board of Directors
Sd/-
Managing Director
BHARTI INFRATEL LIMITED is proposing, subject to market conditions and other considerations, a public issue of its equity shares and has filed the RHP with the RoC. The RHP is available on the website of SEBI at
www.sebi.gov.in and on the website of the JGCBRLMs- DSP Merrill Lynch Limited, J. P. Morgan, India Private Limited, Standard Chartered Securities (India) Limited, UBS Securities India Private Limited; BRLMs- Barclays
Securities (India) Private Limited, Deutsche Equities India Private Limited, Enam Securities Private Limited, HSBC Securities and Capital Markets (India) Private Limited and Kotak Mahindra Capital Company Limited and
CBRLMs - BNP Paribas, DBS Bank Ltd., HDFC Bank Limited and ICICI Securities Limited. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the
section titled 'Risk Factors' of the RHP. This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of
Columbia).This announcement does not constitute an offer or solicitation to purchase or subscribe for securities for sale in any jurisdiction other than India, including the United States (including its territories and possessions,
any state of the United States and the District of Columbia). Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. The
Company has not and does not intend to register any securities under the U.S. Securities Act of 1933, as amended, and does not intend to offer any securities to the public in the United States. The Company will not be
registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
*Applications supported by blocked amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account, investors can avail the same. For details, check section on ASBA below.
Simple, Safe, Smart way of making an Application - Make use of it!!!
(This is only an advertisement for information purpose not for publication or distribution, directly or indirectly outside India, and not a prospectus announcement)
Adfactors/176
AVAILABILITY OF RED HERRING PROSPECTUS: Investors are advised to refer to the RHP and the Risk Factors contained therein before applying in the Issue. Full copy of the RHP is available at www.sebi.gov.in and the
website of the Joint Global Coordinators and Book Running Lead Managers to the issue at www.dspml.com, www.jpmipl.com, www.standardcharteredsecurities.co.in, www.ubs.com/indianoffers, the Book
Running Lead Managers to the Issue at http://www.barcap.in/bsiplofferingdocuments, www.db.com/India, www.enam.com, http://www.hsbc.co.in/1/2/corporate/equities-globalinvestment-banking,
www.investmentbank.kotak.com and the Co-Book Running Lead Managers at www.bnpparibas.co.in, www.dbs.com/in, www.hdfcbank.com, www.icicisecurities.com and websites of BSE and NSE i.e.
www.bseindia.com and www.nseindia.com respectively.
AVAILABILITY OF BID-CUM-APPLICATION FORMS: Bid-cum-Application Forms can be obtained from the Registered Office of the Company, Joint Global Coordinators and Book Running Lead Managers: DSP Merrill
Lynch Limited, Tel: (91 22) 6632 8000 Fax: (91 22) 2204 8518, J. P. Morgan India Private Limited, Tel: (91 22) 6157 3000 Fax: (91 22) 6157 3911, Standard Chartered Securities (India) Limited, Tel: (91 22) 4205 6117 Fax: (91
22) 4205 5999, UBS Securities India Private Limited, Tel: (91 22) 6155 6124 Fax: (91 22) 6155 6300, Book Running Lead Managers: Barclays Securities (India) Private Limited Tel: (91 22) 6719 6001, Fax: (91 22) 6719 6187;
Deutsche Equities India Private Limited Tel: (91 22) 7158 4773, Fax: (91 22) 2200 6765; Enam Securities Private Limited Tel: (91 22) 4325 3101, Fax: (91 22) 4325 3000; HSBC Securities and Capital Markets (India) Private
Limited Tel: (91 22) 2268 1285, Fax: (91 22) 2263 1984; Kotak Mahindra Capital Company Limited, Tel: (91 22) 6634 1100, Fax: (91 22) 2284 0492 and Co-Book Running Lead Managers: BNP Paribas Tel: (91 22) 3370 4000,
Fax: (91 22) 6196 5194; DBS Bank Ltd. Tel: (91 22) 6752 8331, Fax: (91 22) 6752 8399; HDFC Bank Limited Tel: (91 22) 3383 9198, Fax: (91 22) 4080 4114; ICICI Securities Limited Tel: (91 22) 2288 2460, Fax: (91 22) 2282 6580;
Syndicate Members: HDFC Securities Limited, Kotak Securities Limited, Geojit BNP Paribas Financial Services Llimited, Axis Capital Limited and Motilal Oswal Securities Limited and at the select locations of the Sub-
Syndicate members participating in the Issue. Electronic Bid-cum-Application Form will be available on the website of the Stock Exchanges and the Designated Branches of the SCSBs.
APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (ASBA): Investors may apply through the ASBA process. ASBA can be availed by all the investors except Anchor Investors. Non-retail investors (i.e. QIBs and Non-
Institutional Bidders), have to compulsorily apply through ASBA to participate in the Issue. The investor is required to fill the Bid-cum-Application-Form and submit the same to their respective SCSB or to the Syndicate
Members (in specified cities only). The SCSB will block the amount in the account as per the authority contained in the Bid-cum-Application Form. On Allotment, amount will be unblocked and account will be debited only to the
extent required to be paid for Allotment of Equity Shares. Hence, there will be no need of refunds. Bid-cum-Application Forms can also be downloaded from the websites of BSE and NSE: www.bseindia.com and
www.nseindia.com. Bid-cum-Application Form can be obtained from the list of SCSBs that is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For details
about ASBA, please refer to the details given in Bid-cum-Application-Form, abridged prospectus and the section “Issue Procedure” beginning on page 573 of the RHP.
BANKER(S) TO THE ISSUE /ESCROW COLLECTION BANK(S): Axis Bank Limited, State Bank of India (Capital Market Branch), Kotak Mahindra Bank Limited, ICICI Bank Limited, HDFC Bank Limited and The Hongkong
and Shanghai Banking Corporation Limited.
Intimation: Notice to Investors: On page 496 of the RHP (in the section titled “Outstanding Litigation and Material Developments”), under the heading 'Public Interest Litigation and Writ Petitions involving Bharti Infratel Public
Interest Litigation', the following development may be noted in relation to the disclosure pertaining to the public interest litigation filed by Justice Israni and others: The Rajasthan High Court has passed an order dated December 10,
2012 stating inter alia that towers from hospitals, colleges and near jail premises should be removed and removal of towers near ancient monuments, heritage building and playgrounds be examined for appropriate action.
Further, separately, Manish Lamba has filed a public interest litigation against Bharti Infratel and others before the High Court of Delhi against the proposed initial public offering by Bharti Infratel on inter alia grounds of
inadequate disclosure in the offer document, application of the SEBI (Framework for Rejection of Offer Documents) Order, 2012 and transfer of assets under schemes of arrangement. The Delhi High Court has not granted
any stay on the proposed initial public offering and has adjourned the matter without issuing any notice to the Company. Also, separately, Arvind Gupta and Manish Lamba have filed a miscellaneous application against SEBI,
Bharti Airtel and others before SAT to stay the proposed initial public offering by Bharti Infratel. SAT has not granted any stay on the proposed initial public offering. This matter is currently pending. This intimation shall be read
in conjunction with the RHP. The aforesaid development shall also be reflected in the Prospectus. Note: Capitalised terms used and not defined herein shall have the respective meanings assigned to them in the RHP.
ASBA NOW AVAILABLE IN MORE THAN 16,000 BRANCHES OF SCSBs (FOR DETAILS OF THE BRANCHES, REFER TO THE WEBLINK
“http://www.sebi.gov.in/cms/sebi_data/attachdocs/1354769582471.html”). INVESTORS ARE ENCOURAGED TO AVAIL OF THE SAME.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release,
and also by indicating the change on the website of the JGCBRLMs, the BRLMs and the CBRLMs and at the terminals of the other members of the Syndicate.
PROMOTER OF OUR COMPANY: BHARTI AIRTEL LIMITED
In terms of Rule 19(2)(b) (ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Issue for at least 10% of the post-Issue capital where the post-Issue capital of the Company calculated at the Issue
Price will be more than ` 40,000 million. The Issue is being made through the Book Building Process wherein 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional
Buyer (“QIB”) Bidders. 5% of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on
a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. QIBs (other than Anchor Investors) and Non-
Institutional Bidders shall participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”)
to the extent of the Bid Amount for the same. Retail Individual Bidders may also participate in the Issue through the ASBA process. For details, please see the section “Issue Procedure” on page 573 of the RHP.
Listing: The Equity Shares offered through the RHP are proposed to be listed on the BSE and the NSE (the "Stock Exchanges"). The Company has received an ‘in-principle’ approval from each of the BSE and the NSE for the
listing of the Equity Shares pursuant to the letters dated September 25, 2012 and September 26, 2012, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be NSE.
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 specified securities or the offer document. The investors are advised to refer
to the Red Herring Prospectus for the full text of the “Disclaimer Clause of SEBI.”
Disclaimer Clause of BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Red Herring Prospectus has been cleared or approved by BSE Limited nor
does it certify the correctness or completeness of any of the contents of the Red Herring Prospectus. The investors are advised to refer to the Red Herring Prospectus for the full text of the “Disclaimer clause of the BSE Limited”.
Disclaimer Clause of NSE (The Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or
approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer clause of NSE”.
IPO GRADING: The Issue has been graded by CRISIL Limited as 4/5, indicating that the fundamentals of the Issue are above average relative to other listed equity securities in India. The IPO grade is assigned on a five point
scale from 1 to 5 with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For details, please see the section “General Information” on page 80 of the RHP.
Bidders should note that on the basis of Permanent Account Number (PAN) of the Bidders, Depository Participant ID (DPID) and Client ID provided by them in the Bid-cum-Application Form as entered into the
electronic bidding system of the Stock Exchanges by member of the Syndicate and SCSBs as the case may be, the Registrar will obtain from the Depository and ensure that they are true and correct, the
demographic details including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as “Demographic Details”). These bank account details would be used for giving
refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) or unblocking of ASBA Account. Hence, Bidders are advised to immediately update their bank account details as
appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to Bidders or unblocking of ASBA Account at the Bidders sole risk
and neither the JGCBRLMs, BRLMs and CBRLMs or the Syndicate Members or the Registrar or the Escrow Collection Banks or the SCSBs nor the Company or the Selling Shareholders shall have any
responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid-cum-Application Form. The Bidders should note that in case the DP ID and
Client ID and PAN mentioned in the Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate do not match with the DP ID and Client ID and PAN available
in the database of Depositories, the Bid-cum-Application Form is liable to be rejected.
OPEN
CLOSES FOR QIB BIDDERS ON DECEMBER 13, 2012
CLOSES FOR ALL OTHER BIDDERS ON DECEMBER 14, 2012
Company Secretary and Compliance Officer: Anupam Garg, Bharti Crescent , 1, Nelson Mandela
Road , Vasant Kunj Phase - II , New Delhi – 110 070, Tel: (91 11) 4666 6100, Fax: (91 11) 4166 6137,
Email: [email protected], Website: www.bharti-infratel.com
DSP Merrill Lynch Limited
8th Floor, Mafatlal Center, Nariman Point,
Mumbai 400 021
Tel: (91 22) 6632 8000 Fax: (91 22) 2204 8518
Email: [email protected]
Investor grievance
email: [email protected]
Website: www.dspml.com
Contact Person: Abhijit Kedia
SEBI Registration No.: INM000011625
J. P. Morgan India Private Limited
J. P. Morgan Tower, Kalina, Off C. S. T. Road,
Santacruz (East), Mumbai 400 098
Tel: (91 22) 6157 3000 Fax: (91 22) 6157 3911
Email: [email protected]
Investor grievance email:
Website: www.jpmipl.com
Contact Person: Varun Behl
SEBI Registration No.: INM000002970
Deutsche Equities India
Private Limited
Hazarimal Somani Marg,
Fort Mumbai 400 001
Tel: (91 22) 7158 4773
Fax: (91 22) 2200 6765
Email: [email protected]
Investor grievance email:
Website: www.db.com/India
Contact Person: Divyesh Chitalia
SEBI Registration No.: INM000010833
Enam Securities Private Limited*
1st Floor, Axis House, C-2 Wadia
International Centre, P. B. Marg,
Worli Mumbai 400 025
Tel: (91 22) 4325 3101
Fax: (91 22) 4325 3000
Email: [email protected]
Investor grievance email:
Website: www.enam.com
Contact Person: Kanika Sarawgi
SEBI Registration No.: INM000006856
JOINT GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS
Standard Chartered Securities (India) Limited#
1st Floor, Standard Chartered Tower , 201B/1, Western Express
Highway, Goregaon (East), Mumbai 400 063
Tel: (91 22) 4205 6117 Fax: (91 22) 4205 5999
Email: [email protected]
Investor grievance email: [email protected]
Website: www.standardcharteredsecurities.co.in
Contact Person: Rohan Saraf SEBI Registration No.: INM000011542
# RHP Lead and SEBI Coordinator
HSBC Securities and Capital
Markets (India) Private Limited
52/60, Mahatma Gandhi Road,
Fort, Mumbai 400 001
Tel: (91 22) 2268 1285 Fax: (91 22) 2263 1984
Email: [email protected]
Investor grievance email:
Website: http://www.hsbc.co.in/1/2/corporate/
equities-globalinvestment-banking
Contact Person: Mayank Jain
SEBI Registration No.: INM000010353
UBS Securities India Private Limited
2 /F, 2 North Avenue, Maker Maxity
Bandra-Kurla Complex,
Bandra (East) Mumbai 400 051
Tel: (91 22) 6155 6124 Fax: (91 22) 6155 6300
Email: [email protected]
Investor grievance email: [email protected]
Website: www.ubs.com/indianoffers
Contact Person: Ankur Aggarwal
SEBI Registration No.: INM000010809
BOOK RUNNING LEAD MANAGERS
BNP Paribas
BNP Paribas House, 1 North Avenue,
Maker Maxity, Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051
Tel: (91 22) 3370 4000 Fax: (91 22) 6196 5194
Email: [email protected]
Investor grievance email:
Website: www.bnpparibas.co.in
Contact Person: Anubhav Behal
SEBI Registration No.: INM000011534
DBS Bank Ltd.
3rd Floor, Fort House
221, Dr. D. N. Road
Fort, Mumbai 400 001
Tel: (91 22) 6752 8331
Fax: (91 22) 6752 8399
Email: [email protected]
Investor grievance email: [email protected]
Website: www.dbs.com/in
Contact Person: Murugan Subramaniam
SEBI Registration No.: INM000011088
HDFC Bank Limited
Investment Banking Division, Trade World A Wing,
1st Floor, Kamala Mills Compound
S. B. Marg, Lower Parel (West), Mumbai 400 013
Tel: (91 22) 3383 9198 Fax: (91 22) 4080 4114
Email: Projectharvest @hdfcbank.com
Investor grievance
email:investor[email protected]
Website: www.hdfcbank.com
Contact Person: Paresh Soni
SEBI Registration No.:INM000011252
ICICI Securities Limited
ICICI Centre, HT Parekh Marg,
Churchgate, Mumbai 400 020
Tel: (91 22) 2288 2460
Fax: (91 22) 2282 6580
Email: [email protected]
Investor grievance email:
Website: www.icicisecurities.com
Contact Person: Manvendra Tiwari /
Sumit Agarwal
SEBI Registration No.: INM000011179
Karvy Computershare Private Limited
Plot No. 17-24,
Vittal Rao Nagar,
Madhapur,
Hyderabad 500 081
Tel: (91 40) 4465 5000
Fax: (91 40) 2343 1551
Email: einward.ris@karvy.com
Website: http:\\karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
Barclays Securities (India)
Private Limited
208 Ceejay House, Shivsagar Estate,
Dr. A. Besant Road, Worli, Mumbai 400 018
Tel: (91 22) 6719 6001 Fax: (91 22) 6719 6187
Email: [email protected]
Investor grievance email:
Website:
http://www.barcap.in/bsiplofferingdocuments
Contact Person: Raahi Kapadia
SEBI Registration No.: INM000011195
CO-BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
*The merchant banking business of Enam Securities Private Limited, a BRLM, has vested with Axis Capital Limited, which is in the process of completing the formalities of SEBI registration.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of Allotment, credit of Allotted Equity Shares in the respective beneficiary account
or refund orders. In case of ASBA Bids submitted to the members of the Syndicate, the Bidders can contact the relevant
member of the Syndicate in relation to queries relating to the Bids.
Kotak Mahindra Capital Company
Limited
1st Floor, Bakhtawar, 229 ,
Nariman Point, Mumbai 400 021
Tel: (91 22) 6634 1100
Fax: (91 22) 2284 0492
Email: [email protected]
Investor grievance email:
Website: www.investmentbank.kotak.com
Contact Person: Ganesh Rane
SEBI Registration No.: INM000008704
