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 from Punjab 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.

The range of services include:a) b) c) d) e) f) g) h) i) j)

Merchant Banking & Issue Management Project Appraisal Corporate Advisory Services to Small Enterprise Loan Syndication Restructuring Placement of Debts/Equity Merger & Acquisition Debenture Trustee Security Trustee

a) Merchant Banking & Issue Management :

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Product portfolio includes:

Managing Initial Public Offerings and Follow-on Public offerings and Offers-forSale. Managing Rights Offering, be it the traditional or the structured formats.

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, Indian Depository 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 PNBISL offers 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

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 overseas sources, 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 on interest rate movements Project Appraisal with a focus on lenders' perspectives for bank-ability verification. 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 backed securitisation 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 projects as well as identification of associated risks and appropriate risk mitigants. Techno-economic Appraisal for Banks and Financial Institutions for establishing the viability of any investment/restructuring plan.

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. Advisory Services 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.

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 undertakes business 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

d) Services to Small Enterprise :

The importance of SME 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 entrepreneurship and 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 of export 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.

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

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 as we 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 its management 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.

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 paid up 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 these assignments. 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.

CITIGROUP (Citi Corporate & Investment Banking)

Citigroup Inc Or Citi is an American multinational financial services corporation headquartered 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 Financing Review'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.

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 Finance

Citi 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 private sector Policy Advisory to the Ministries/Departments of the Central and State Governments

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 Equity investors Syndication of Long & Short (Interim) Term Debt from domestic and overseas sources, 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 on interest rate movements Project Appraisal with a focus on lenders' perspectives for bank-ability verification. Investment Appraisal in the nature of an independent review, for new/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

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 and retail 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-forSale 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

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 levers and value drivers Due diligence and translation of the business understanding into an Offering Document (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 for acquisition".

The M & A product portfolio includes:

Mergers & Acquisitions Private Equity Foreign Currency Convertible Bonds (FCCB) Corporate Advisory

Mergers & Acquisitions :

Advising on merger transactions including valuations & managing the merger process.

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 potential bidders 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 potential investors. Initiate discussions with potential investors and present to them the investment opportunity on behalf of the company. Assist the management in negotiation and discussions with strategic / financial investors. Assist in structuring the investments which could be in the form of equity, quassi-equity or such other convertible instruments.

Assist the company in preparing for the pre-investment due diligence by the potential investor. Assist in structuring the transaction and the guiding the management through the entire 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

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 historical trends, 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 the merger between two or more companies