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PNB INVESTMENT SERVICES LTD
(A WHOLLY OWNED SUBSIDIARY OF
PUNJAB NATIONAL BANK)
Punjab National Bank (PNB) is an Indian financial services company based in New
Delhi, India. PNB is the third largest bank in India by assets. It was founded in 1894 and
is currently the second largest state-owned commercial bank in India ahead of Bank of
Baroda with about 5000 branches across 764 cities. It serves over 37 million customers.
The bank has been ranked 248th biggest bank in the world by the Bankers Almanac,
London. PNB has a banking subsidiary in the UK, as well as branches in Hong Kong,
Dubai and Kabul, and representative offices in Almaty, Dubai, Oslo, and Shanghai.
PNB Investment Services Limited (PNBISL) is a 100% subsidiary of Punjab National
Bank- PNBISL focused on services of Merchant Banking. PNBISL derives strength fromPunjab National Bank which is largest Nationalized Bank in the country with Pan-India
network of more than 5700 branches, more than 7 crore customers and total business
exceeding Rs. 6,80,000 crores.
PNBISL is registered with SEBI as a Category- I Merchant Banker to handle all major
Merchant Banking Services to Corporates, Institutional and Individual clients.
Company was incorporated on the 2nd of February 2009. The company has a paid up
capital of Rs. 20 crores as on 31/03/2012 and a Net worth of Rs. 28.34 crores.
It has been paying dividend from the very first year of operations. In the year 201112,
that is, its third year of operation company has paid a dividend of 10%. In the financial
year 2011-12, company reported a PAT of Rs.5.98 crores with a total revenue of Rs.
12.20 crores. The Company has well-defined systems and procedures. The Internal
Control & Management systems are in place and are in accordance with the guidelines
issued by the Regulatory Authorities.
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The range of services include:-
a) Merchant Banking & Issue Managementb) Project Appraisalc) Corporate Advisoryd) Services to Small Enterprisee) Loan Syndicationf) Restructuringg) Placement of Debts/Equityh) Merger & Acquisitioni) Debenture Trusteej) Security Trustee
a)Merchant Banking & Issue Management :. Product portfolio includes:
Managing Initial Public Offerings and Follow-on Public offerings and Offers-for-Sale.
Managing Rights Offering, be it the traditional or the structured formats.
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Qualified Institutional Placements. Open offers, Buyback and Delisting of securities. Equity Mobilisation for infrastructure projects from Private Equity investors. Bulk and Block trades on Exchanges, and off-market transactions (Auction based
transactions for GoI divestments).
Offerings of convertible securities. Public offering of Corporate structured bonds. Arranging Private Equity to include growth capital, pre-IPO convertibles, private
investments in public equity (PIPES), mezzanine debt and equity, and equity
offerings completed as a private placement.
Private placement of bonds. Arranging Promoters contribution in new projects, expansion restructuring or
dilution of stake from Venture Capital or other Private Equity player.
Capital restructuring advisory services.
Advisory and arrangement services for products such as AIM Listing, IndianDepository Receipts, ADR/GDR and other off-shore equity or bond listing
options.
b)Project Appraisal :Project Appraisal is one of the major service products that PNBISLoffers to established
as well as upcoming corporate clients. PNBISL has built its reputation in the area of
Project Appraisal and Loan syndication. The bank has skilled and experienced, technical
and professional staff, who have vast experience in conducting Viability Study. The bank
also has a team of experienced banker having vast experience in Loan Syndication. The
Study conducted and Appraisal done by PNBISL have been appreciated by Financial
Institutions/ Investment Banks, Private Equity, Venture Funds and its services in Loan
Syndication have been acclaimed excellent by several satisfied clients. A complete
understanding of the market dynamic and insight of the business scenario enables us to
provide optimal pricing to company and investors.. The excellent rapport with
banks/financial institutions (FIs) that PNBISL enjoys enables it to make placement of
securities within stipulated time.
Product portfolio includes
Project appraisal Structured finance Syndication Infrastructure Project Advisory Securitization Debt & Equity Syndication
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Services includes:
Due Diligence and Capital and Debt Structuring Advisory for green-field/expansion projects and restructuring.
Syndication of Long & Short (Interim) Term Debt from domestic and overseassources, primarily on 'Project Finance/Cash Flow' basis
Arranging of Working Capital Finance from domestic banks Financial Closure Assistance for syndicated project finance debt
Securitisation & Structured Finance Products, for off-balance sheet andreceivables financing
Facilitation of Corporate & Project Debt Refinancing especially for capitalizing oninterest rate movements
Project Appraisal with a focus on lenders' perspectives for bank-abilityverification.
Project advisory from concept to commissioning involving project structuring,contract structuring, financial modelling, preparation of information
memorandum, syndication of debt and equity and assistance in documentation and
financial closure.
Advisory and Syndication in Asset backed securitisation, Mortgage backedsecuritisation as well as Securitisation of Future Receivables.
Capital Structuring and assessment of optimum financing options for corporates /projects.
Merchant Investment Appraisals for greenfield and brownfield investment projectsas well as identification of associated risks and appropriate risk mitigants.
Techno-economic Appraisal for Banks and Financial Institutions for establishingthe viability of any investment/restructuring plan.
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c)Corporate Advisory :The corporate advisory team is a multi-skilled team of professionals who have vast
experience in diverse backgrounds. The expertise in structuring and the knowledge of
domestic markets position the bank perfectly in the area of Corporate Advisory. AdvisoryServices have been developed to advise public and private sector clients on capital
structuring and funding option with a view to help them reduce the cost of funds.
PNBISL offers corporate advisory and "fund raising solutions to corporates" for organic
as well as inorganic growth. In case of organic growth, we provide services to raise
private equity, foreign currency convertible bonds (FCCBs), rights issue etc. In case of
inorganic growth, we advise and assist companies in domestic and cross-border mergers
& acquisitions as well as in raising "financing for acquisition".
Restructuring
The Turmoil is the global economy and the shocks to an industry in a dynamic economic
environment that our country is undergoing today lead to liquidity constraints very often.
The fast advancing technology also renders same corporate exposed to risk of shrinking
markets, inadequate cash flows and possibly winding up of the company.
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Punjab National Bank has been in the forefront of restructuring. The bank has played a
pioneering role in evolution of the Corporate Debt Restructuring mechanism.
Restructuring team at PNB has been the leader in the industry. PNBISL has drawn its
team of Restructuring Professionals from PNB, who have vast exposure in restructuring
and competent to manage restructuring of debt of any size by way of realigning of debt
obligation s with available cash flows.
PNBISL have a team of experienced and trained professionals ready to handholds of
such distressed entities and ready to delivers the firms core competencies to clients who
are experiencing liquidity or operating challenges. The team seeks to assist client in
creating liquidity, providing financial stability for operations while a new financial
structure put in place, and restoring confidence in the company. PNBISL can act as an
agent on behalf of corporate clients to redesign the debt parameters so as to align the debt
obligations with the anticipated cash flows on a realistic basis and if required access the
capital markets or provide financing and M&A restructuring advisory to buyers of
distressed companies and/or assets.
Merger & Acquisition
PNBISL identifies, devises and executes innovative and customized solutions to meet
our clients challenging requirements. PNBISL create value propositions for our clients
not just to make the deal through, but also to help them reap full benefits of M&A to
make their business grow. The bank works in domestic and international transactions
including acquisitions, divestitures, mergers, joint ventures, corporate restructurings,
spin-offs and leveraged buyouts. PNBISL gives assistance to the client in identifying the
prospective buyer/ seller after evaluating their synergies with their business. It undertakesbusiness valuations and also assists in assessing at the ratio of equity swaps.
Product portfolio includes:
Due diligence Tax planning and transaction structuring Strategic guidance, objective direction and assessment Negotiation and finalization of the offer Internal education and consensus-building Qualification and candidate assessment Transaction packaging for internal approval Logistics and transition planning Communication First-year integration
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d)Services to Small Enterprise :The importance ofSME sector is well-recognized world over owing to its significant
contribution in achieving various socio-economic objectives, such as employment
generation, contribution to national output and exports, fostering new entrepreneurshipand to provide depth to the industrial base of the economy. India has a vibrant SME
sector that plays an important role in sustaining economic growth, increasing trade,
generating employment and creating new entrepreneurship in India.
PNBISL help SMEs who require business advisory services to enhance their
international competitiveness in a highly competitive globalizing world. The SMEs find
the services of reputed national and international consultants as not cost effective and
often, not adequately focused. Recognizing this knowledge gap, PNBISL provide a suite
of services to its SME clients. These include providing business leads, handholding
during the process of winning an export contract and thus assisting the generation ofexport business on success fee basis, countries/ sector information dissemination,
capacity building in niche areas such as quality, safety, export marketing, etc. and
financial advisory services such as loan syndication, etc.
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Bouquet services to SME sector will include:
Project Identification Market Surveys including overseas Market Feasibility Report Compliance of various permissions Procurement of machinery and equipment Preparation of project Report Arrangement of Working Capital and Term Loan Marketing tie up with large industries Restructuring Arranging seed capital / National equity fund Merger and Acquisitions Entire range of services in respect of public issue and listing in stock exchanges. Placement of equity Advisory services in compliance of various laws i.e. Labour Laws, Companies
Act, Factory Act, Income tax and other tax laws and Accounting Standards
Advisory services in respect of filing of various returns Advisory services for FOREX and Import Export Rehabilitation and Restructuring Advisory Services in respect of Factoring
e)Trusteeship Services :PNBISL delivers expert Trusteeship Services to our clients through a team of dedicated,
trained experienced professional who continually strive to cater to changing market
needs, ensuring that we deliver the best. The knowledge and expertise of the
professionals along with their ethical integrity approach inspires confidence of our
clients expediting the process of execution of assignments. The impetus is on developing
excellent rapport with corporates or investors by providing quality services with shortest
possible turnaround time.
PNBISL is a SEBI registered Debenture Trustee Company provide services with regard
to Trusteeship business as:
Debenture/ Bond Trustee Security Trustee Share Trustee
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Debenture Trustee
PNBISL provides Trusteeship Services for debenture/bond issuances, and other activities
set up in trust format and thereby representing the interest of the debenture holders/bond
holders. PNBISL ensures the protection of interest of holders of debentures and redressal
of the grievances of holders of debentures effectively and may take such other steps aswe may be required for the same. They advise the Debenture / Bond Issuers on obtention
of rating, appointment of arrangers, guidance on structured payment mechanism,
clarification on legal / statutory matters in issue of debentures / bonds, documentation
process, preparation of all kinds of related documents, creation of charge, registration and
compliance of legal and statutory requirements in this aspect.
Security Trustee
PNBISL, offers Security Trustee services that ensure the creation of security and itsmanagement over time. PNBISL creates and hold security on behalf of various lenders.
They also facilitate dealings between borrowers and lenders, functioning as advisors and
efficient coordinators. As Security Trustee, PNBISL fulfils a range of activities related to
corporate, custodial and back office functions. They accept Security Trusteeship
assignment for the loans / advances granted by any Bank / Financial Institution to any
corporate body as under Security Trusteeship.
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Share Trustee
The banks are barred under Section 31 of Banking Regulation Act (BR Act)to hold shares
of any company beyond 30% of their own capital of the company. In the present day
scenario, the banks and FIs invariably seek pledge of the promoters shareholding in the
company. In fact, in restructured accounts, the shares pledged all 51 % of the total paidup capital of the company or 100% of the promoters holding in the same, whichever is
less. Thus, in effect more than 30% shares are sought to be pledged. However, in light of
section 31 of BR Act, it is not permitted, there is always a delay or non- compliance of
the same.
PNBISL provides a readymade solution to the issue by providing Share Pledge
Trusteeship services at nominal fee. The whole exercise of share pledge can be effected
and security created in a matter of 1-2 weeks. The Systems and procedures for the Share
Pledge Trusteeship have been perfected and customized to meet the requirements of
customers. A team of dedicated professionals has been developed to undertake theseassignments. They provide all services related to corporate, custodial and back office
functions, including:
Drafting/Vetting necessary documentation. Creation of Share Pledge and necessary compliance of reporting to regulatory
bodies.
Providing clearances on behalf of the Lenders for future borrowings. Acting on Lenders written directions. Enforcing security in the event of default.
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CITIGROUP
(Citi Corporate & Investment Banking)
Citigroup Inc Or Citi is an American multinational financial services corporationheadquartered in Manhattan, New York City, New York, United States. Citigroup was
formed from one of the world's largest mergers in history by combining the banking giant
Citicorp and financial conglomerate Travelers Group in October 1998. The year 2012
marks Citi's 200th anniversary.
Citigroup has the world's largest financial services network, spanning 140 countries with
approximately 16,000 offices worldwide. The company currently employs approximately
260,000 staff around the world, which is down from 267,150 in 2010 according to
Forbes. It also holds over 200 million customer accounts in more than 140 countries. It is
a primary dealer in US Treasury securities. According to Forbes, at its height Citigroup
used to be the largest company and bank in the world by total assets with 357,000
employees until the global financial crisis of 2008. Today it is ranked 20th in size under
the Fortune 500 list. In comparison, JPMorgan Chase, which is ranked 16th on the
Fortune 500, is now the largest bank in the world as of 2012.Citigroup is one of the Big
Four banks in the United States, along with Bank of America, JP Morgan Chase and
Wells Fargo.
Citi Corporate & Investment Banking provides strategic and financing products and
advisory services to multinational and local corporations, financial institutions,
governments, and privately held businesses in more than 160 countries. Citi Corporate &
Investment Banking won several awards in 2011, including International FinancingReview's Best Americas Securitization for Ford Credit, Best Emerging Asia Bond for
Pertamina, Best Latin America Bond for Petrobras, Best Emerging EMEA Bond for
VimpelCom, Best Yen Bond for Panasonic, Best Senior Financial Bond for Capital One
and Best Americas Structure Equity Issue for AIB/MetLife.
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Clients receive tailored financial strategies and strategic advice on a wide range of
transactions and capital-raising activities including mergers, acquisitions, divestitures,
financial restructurings, underwriting and distributing equity, debt, and derivative
securities.
a)Project Advisory & Structured FinanceCiti has built a formidable presence in the area of Project Finance Advisory and Funds
Syndication with several prestigious mandates in almost every sector of the industry to
its credit.
Product portfolio includes:
Project Appraisal Structured Finance and Syndication Infrastructure Project Advisory Securitisation Debt & Equity Syndication
services include:
Concept to Commissioning Advisory to Developers in the public and privatesector
Policy Advisory to the Ministries/Departments of the Central and StateGovernments
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Tariff & Regulations Advisory to Regulatory bodies Restructuring & Reorganisation Advisory of Public Sector Utilities Corporatisation & Privatisation Advisory to the restructured entities Bid & Strategy Advisory to both Private and Public sector clients, for private
sector participation in public utilities and infrastructure projects
Acquisition/Divestment Advisory for infrastructure projects Business Valuation of energy infrastructure projects Valuation & Joint Venture Advisory of domestic & overseas Oil-fields & for Production Sharing Contracts Due Diligence and Capital Structuring Advisory for green-field and expansion
projects
Equity Mobilisation for infrastructure projects from Private Equityinvestors
Syndication of Long & Short (Interim) Term Debt from domestic and overseassources, primarily on 'Project Finance/Cash Flow' basis
Arranging of Working Capital Finance from domestic banks Financial Closure Assistance for syndicated project finance debt Securitisation & Structured Finance Products, for off-balance sheet and
receivables financing
Facilitation of Corporate & Project Debt Refinancing especially for capitalizing oninterest rate movements
Project Appraisal with a focus on lenders' perspectives for bank-abilityverification.
Investment Appraisal in the nature of an independent review, fornew/expansion/renovation & modernization.
Projects of Navaratna PSUs for capital budgeting & decision making. Corporate Debt & Equity Restructuring in the nature of financial viability studies
and assistance in restructuring of weak clients of Banks.
Project Advisory and Structured Finance (PA & SF) group is focussed towards providing
advisory and fund arranging services across sectors like:
Aviation Cement & Construction Energy: Power Health Care Hotel Multiplexes Paper Shipping Steel Telecom Textile
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Transportation: Roads, Ports, Airport Shipping and Mass Transport. Urban Infrastructure.
b)Capital Markets :Capital Markets Group handles transactions in the capital markets space across multiple
instrument structures. Since inception, they have been a leading merchant banker of
choice, and over the past few years, we have had a significant presence in the areas of
book-built transactions, have also played a role in pioneering new equity-instrument
related solutions, have also been in the fore-front of debt transactions through the capital
markets, and have been a leading player in structured debt transactions. The relationships
across investor categories such as corporates, banks, domestic and foreign financial
Institutions, central and state public sector undertakings, high net-worth individuals andretail individuals have been long-standing and gives us an edge in our product and
solution offerings both in the debt and equity space.
The experience in managing a vast array of transactions has enabled us to develop and
accumulate expertise in this field. New product development is essentially based on
assimilation of such expertise and helps banks provide holistic solutions specific to their
clients needs across various financing options.
Product and solutions bouquet includes:
Managing Initial Public Offerings and Follow-on Public offerings and Offers-for-Sale
Managing Rights Offering, be it the traditional or the structured formats Qualified Institutional Placements Open offers, Buyback and Delisting of securities Bulk and Block trades on Exchanges, and off-market transactions (Auction based
transactions for GoI divestments)
Offerings of convertible securities Public offering of Corporate structured bonds Arranging Private Equity to include growth capital, pre-IPO convertibles, private
investments in public equity (PIPES), mezzanine debt and equity, and equity
offerings completed as a private placement.
Private placement of bonds Capital restructuring advisory services Advisory and arrangement services for products such as AIM Listing, Indian
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Depository Receipts, ADR/GDR and other off-shore equity or bond listing options
Services for a transaction typically entail :
Evaluation and understanding of the business to identify critical positioning leversand value drivers
Due diligence and translation of the business understanding into an OfferingDocument (Prospectus/ Information Memorandum /Offer Document) - the
company's primary marketing tool in the financial marketplace, within the purview
of the various domestic and international regulatory and statutory frameworks
Preparing the client organisation to meet the rigorous demands of public markets Obtaining regulatory approvals for the transaction, wherever necessary Advice on documentation and agreements for the process Liaison with various intermediaries for carrying out the transaction process Completion of post-issue formalities including listing and trading, wherever
applicable
c)Merger, Acquisition & Advisory services :Citi is the leading domestic investment bank offering advisory and "fund raising
solutions to corporates" for organic as well as inorganic growth. In case of organic
growth, they provide services to raise private equity, foreign currency convertible bonds
(FCCBs), rights issue etc. In case of inorganic growth, we advise and assist companies in
domestic and cross-border mergers & acquisitions as well as in raising "financing foracquisition".
Mergers & Acquisitions Private Equity Foreign Currency Convertible Bonds (FCCB) Corporate Advisory
Mergers & Acquisitions :
Advising on merger transactions including valuations & managing the mergerprocess.
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Advise on cross border and domestic aquisitions and divestments Assisting companies in acquisitions - preliminary research and identifying
prospective targets / buyers. Structuring the transaction, handling due diligence,
valuations, assisting the company in the negotiation process and executing the
transaction, duly complying with the regulatory formalities.
Assisting the Company in financing the deal. Managing takeover Open Offers for companies aquiring substancial stake in
listed Indian companies
Assisting the Company in finalising the deal Managing takeover Open Offers for companies acquiring substantial stake in
listed Indian companies.
Assisting companies in sell-off of assets / business, negotiations with potentialbidders and evaluation of bids.
Private Equity :
The private equity team arranges equity placement through the off-market route using
its priviledged relationships with various domestic and international venture capitals,
strategic and portfolio investors.
The team assists companies seeking capital infusion in the form of seed capital /
venture capital / angel investment / strategic investment / mezannine financing from
private equity market place.
The private equity team identifies start-up, later stage projects for investing in well
managed companies, which are placed to grow rapidly and to take advantage of
favorable economic conditions existing within space with a clearly defined business
model.
We facilitate companies in each step of their equity raising plan and our services
include:
Assistance in preparation of an information Memorandum for potentialinvestors.
Initiate discussions with potential investors and present to them the investmentopportunity on behalf of the company.
Assist the management in negotiation and discussions with strategic / financialinvestors.
Assist in structuring the investments which could be in the form of equity,quassi-equity or such other convertible instruments.
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Assist the company in preparing for the pre-investment due diligence by thepotential investor.
Assist in structuring the transaction and the guiding the management through theentire process leading to financial closure.
Foreign currency convertible bonds :
Assist companies in:
Structuring the transaction and advise on the terms of issuance. Assistance in complying with local regulatory requirements. Advising on the timing of the offering.
Corporate Advisory services
Buy-Side Advisory Due Diligence and Valuation Deal structuring Assistance in framing the Share Purchase Agreement & Share Holders
Agreement
Handholding the client through the transaction Sell Side Advisory Including Disinvestments Developing a Disinvestments strategy Releasing advertisements in the print media for invitation of bids Pre-bid marketing Preparing a Confidential information Memorandum (CIM) and the
Memorandum of Understanding (MoU)
Determining and preparing documents for due diligence Coordinating due diligence by the interested parties Receiving final bids Evaluating bids on the basis of the evaluation criteria set out Assisting in finalizing the deal
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Joint Ventures Identifying suitable companies to harness individual potentialities into greater synergy
Structuring the deal
Business Plan and detailed Financial Analysis Helping in framing the Joint Venture Agreement Valuation Advisory Services including Business Valuation Reviewing the past performance of the company Study the industry dynamics and operating environment and its impact on the
performance of the Company
Validating detailed projections prepared by the company based on historicaltrends, future plans and industry dynamics
Arriving at the key valuation drivers for the business Working out valuation of Company, giving due consideration to both
qualitative and quantitative factors, using appropriate valuation
methodologies
Recommendation of a fair share swap ratio in case the valuation is for themerger between two or more companies
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