SBI CAPITAL MARKETS

BY GROUP E

INTRODUCTION

SBI CAPITAL MARKETS LIMITED (SBICAPS) is India's leading

investment bank and project advisor, assisting domestic companies fundmobilization efforts for last many years.

It began operations in August 1986 as a wholly owned subsidiary of State Bank

of India, which is the largest commercial bank in India.

In January 1997, fresh equity shares were issued to Asian Development Bank (ADB) and ADB held 13.84% stake in the equity of SBICAPS.

The ADBs stake has been purchased by State Bank of India in March 2010. SBICAPS is again a wholly owned subsidiary of State Bank of India.

SERVICES OF SBICAPS
The services offered by SBICAPS include

Project Advisory & Structured Finance

Capital Markets M&A advisory

PROJECT ADVISORY & STRUCTURED FINANCE

Their services include:

Acquisition/Divestment Advisory for infrastructure

projects

Business Valuation of energy infrastructure projects Valuation & Joint Venture Advisory of domestic & overseas

Diligence and Capital Structuring Advisory for green-field and expansion projects.

Syndication of Long & Short Term Debt from domestic and

overseas sources, primarily on 'Project Finance/Cash Flow'

basis

Arranging of Working Capital Finance from domestic banks

Projects of Navaratna PSUs for capital budgeting & decision making.

CAPITAL MARKETS
The products offered by SBICAPS include:

Managing Initial Public Offerings and Follow-on Public offerings Managing Rights Offering Qualified Institutional Placements

Open offers, Buyback and Delisting of securities

Offerings of convertible securities

Public offering of Corporate structured bonds

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

M&A ADVISORY
The M & A product portfolio includes:

Mergers & Acquisitions

Private Equity

Foreign Currency Convertible Bonds (FCCB)

Corporate Advisory

M&A

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

Advise on cross border and domestic acquisitions and divestments Assisting companies in acquisitions - preliminary research and identifying

prospective targets / buyers.

Assisting the Company in financing 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

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. Assist the company in preparing for the pre-investment due diligence by the potential investor.

Assist in structuring the transaction and guiding the management through the entire process leading to financial closure.

FCCB
They are actively associated with

Placement of Foreign Currency Convertible Bonds, through our

subsidiary operating out of London

Tie-ups with Foreign Investments Banks / Investors.

They 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

The services offered include:

Buy-side advisory
Sell side advisory including disinvestments

Joint ventures
Valuation advisory services including business valuation

MS Shoes Co estd. in 1986,Delhi,export house. Pawan Sachdeva- Promoter of MS shoes. 1995- Sachdeva, senior officials of SEBI & SBI Capital markets were charged for violating Company Act & Prevention of corruption act.

MS SHOES SCAM 1994

PLL CASE

PLL is a public limited company promoted by four public sector Navratna oil and gas companies of India:

Bharat Petroleum Corporation Limited (BPCL), GAIL (India)Ltd. (GAIL), Indian Oil Corporation Limited (IOCL) Oil and Natural Gas Corporation Limited (ONGC)

The Kochi Project is a Greenfield LNG Regasification terminal to be set at Puthuvypeen Special Economic Zone (SEZ) at Kochi, Kerala on land allotted by the Kochi Port Trust. SBI Capital Markets Limited (SBICAP), was the Sole Financial Advisor & Mandated Lead Arranger for the Rupee Term Loan and LC facilities for PLL.

SBICAP has been associated with PLL throughout the transaction right from inception by carrying out the financial appraisal of the Project till the time of financial closure and the signing of the loan agreements for the rupee loans on 24th October 2008. Loan Facility Lead Arranged by SBICAP

A Consortium of 10 Indian Lenders led by the State Bank of India have, on 24th October, 2008, committed a 13-year project finance term loan aggregating Rs 14000million to PLL, for setting up the Kochi Project.

The transaction is a unique Syndicated Project Finance deal and the Lenders to the Project are Canara Bank (Rs 2500 mn), J&K Bank (Rs 950 mn), Oriental Bank of Commerce (Rs 950 mn), State Bank of Hyderabad (Rs 950 mn), State Bank of India (Rs 4000 mn), State Bank of Indore (Rs 700 mn) , State Bank of Patiala (Rs 500 mn), State Bank of Travancore (Rs 950 mn), Syndicate Bank (Rs 2000 mn) The Federal Bank (Rs 500 mn).

JAIPRAKASH POWER VENTURES LIMITED (JPVL)

The project was implemented at a project cost of Rs. 1669.82 crore

funded with a debt of Rs. 1160.82 crore and equity of Rs. 509 crore.

The power generated from the project is being sold to Uttar Pradesh Power Corporation Limited (UPPCL), valid for a term of 30 years. The

levelized tariff for the Project works out to Rs. 2.13/KWh

It nullified risk of implementation and JPVL decided to take advantage of the substantially improved risk profile of the project and leverage its

secured and steady stream of future cash flows to raise additional debt.

A rupee term loan of Rs.1650 crore has been raised against the future

receivables of the project. Tenure of the loan is 14 years.

The interest rate for the debt is SBAR plus 25 bps with annual reset. The loan used to prepay the loan of existing consortium banks and for

capital expenditure of other projects being implemented by the

company.

The loan amount of Rs. 1650 crore was arrived at by analysing the

annual cash flow profile of the Project and ensuring adequate debt
repayment comfort for the Lenders.

THANK YOU