NO: KFC/ HO/ F&A/ / 01

Transcription

1 (Incorporated under the State Financial Corporations Act No.LXIII OF 1951) H.O: VELLAYAMBALAM, THIRUVANANTHAPURAM Phone: , , Fax: , , , ; website: NO: KFC/ HO/ F&A/ / 01 REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF ARRANGERS FOR ISSUE OF BONDS ON PRIVATE PLACEMENT BASIS FOR Rs. 100 CRORE WITH A GREEN SHOE OPTION TO RETAIN Rs.150 CRORE

2 Table of contents Sl. No.Particulars Page No. 01 About KFC 3 02 Proposed borrowing program 4 03 Details of instrument 4 04 Scope of work 5 05 Criteria for Pre-qualification and Financial Bid 6 06 Procedure 8 07 Schedule of events 9 08 Annexure I [Format of CA Certificate] Annexure II [Format for pre-qualification application] Annexure III [Format for Financial Bid] 12

3 KERALA FINANCIAL CORPORATION RFP FOR SELECTION OF ARRANGERS 1. ABOUT KFC Kerala Financial Corporation(KFC), incorporated under the State Financial Corporations Act of 1951, is a trend setter and path breaker in the field of long term finance, playing a major role in the development and industrialization of Kerala. It was established as the Travancore Cochin Financial Corporation on Consequent to the reorganization of states on linguistic basis in November 1956, Kerala State was formed and the Travancore Cochin Financial Corporation was renamed as Kerala Financial Corporation. KFC has Branch Offices across the state with its Head Quarters at Thiruvananthapuram and Zonal Offices at Kozhikode, Ernakulam and Kollam. The main objective of KFC is the industrialization of the state by extending financial assistance to Micro, Small and Medium Enterprises in manufacturing and service sector. Since inception KFC has nurtured more than 60,000 projects, spread over the length and breadth of the State. The composition of shareholders as on date is furnished below. Shareholders Rs. in % of Shareholding crore Government of Kerala SIDBI LIC SBT Others Total The resources of the Corporation are met mainly through refinance from banks and other FIs, besides plough back from business. The Corporation posted a profit of Rs crore during the FY and achieved substantial growth in terms of sanction and recovery compared to the previous years. Despite challenging economic environment during the FY , sanctions registered a growth of 87.88% to Rs. 724 crore, disbursements were at Rs. 600 crore and total recoveries increased by 8.05% to Rs. 945 crore. The Corporation could bring down Gross NPA to 6.37% and Net NPA to 2.03% which is an industry leading performance. Capital to Risk - weighted Assets Ratio (CRAR) stood at 17.26% against the minimum of the 9% prescribed by RBI. KFC has emerged as the best performing amongst all State Financial Corporations in the country in terms of profitability and contained level of NPA.

4 2. KFC s PROPOSED BORROWING PROGRAMME: KFC intends to mobilize Rs.100 crore through private placement of bonds with a Green Shoe Option to retain Rs.150 crore for augmenting the resources for its operations. The bonds would be secured, redeemable, non-convertible, taxable and in the nature of debentures. 3. DETAILS OF THE INSTRUMENT Issue size Face Value Type of Instrument Nature of Instrument Mode of Issue Tenor of the instrument Coupon payment Redemption Credit Rating Listing Depository Structured Payment Mechanism: Rs. 100 crore with a Green shoe option to retain Rs.150 crore Rs 10 lakhs per instrument for all the issues Each bond of Rs. 10,00,000 will be further divided into 4 STRIPS; A, B, C & D of face value Rs. 2,50,000 each. Hence we have total 2500 Bonds of face value of Rs.10,00,000 each comprising of 10,000 STRIPS of face value Rs. 2,50,000 each. Secured, Rated, Listed, Redeemable, Taxable, Non-Convertible Debentures Secured with charge of 1.25 times of the issue size against the receivables. Private Placement 7 years with 4 subseries namely A, B, C and D. Each Subseries amounting to 25% of issue size, separately tradable and redeemable at the end of 4 th, 5 th,6 th & 7 th year respectively. Half Yearly Scrip A - At the end of 4 th year Scrip B At the end of 5 th year Scrip C At the end of 6 th year Scrip D At the end of 7 th year AA(SO) by Brickworks Rating Agency Pvt. Ltd. & AA (SO) provisional by Acuite Ratings Proposed on Bombay Stock Exchange. NSDL/CDSL The semi-annual interest will be divided into two (the semi-annual portion of the interest/2) and each interest portion will be placed in specified instrument (from the main collection account) at the beginning of the third and fifth month and both will mature on the T- 1day of the coupon payment date and credited directly to the designated escrow account from where the coupon amount will be paid. The payment of principal proportion will be brought in by KFC by T-7 days and the said amount will be placed in specified instrument with lien assigned to the debenture trustee which is to be utilized for principal redemption process and the maturity proceeds of the said FD will be credited directly to the designated escrow account At any point during the tenor of the bond issue the charge of 1.25 times of the bond issue will be maintained. At any point of time 20% of the principal outstanding will be

5 maintained as cash collateral in specified instrument. This will be redeemed for the payment of last instalment of debt servicing. An amount equivalent to one semi-annual interest obligation of the outstanding bonds to be maintained by the issuer in the DSRA account on rolling basis. Issuer to create and fund DSRA account upfront in specified instrument. The issuer will be required to open a designated Escrow Account KFC Bond Servicing account for the benefit and charged to debenture trustee Specified Instrument - The cash collateral, DSRA, investment as per structured payment mechanism, and funds in the escrow account till such time being utilized would be allowed to be invested in permitted investmentso Fixed deposits with Scheduled commercial banks with preferably AAA rating or AA rating o Central /State Govt securities (G Sec/T- Bills /SDL) or AAA/AA paper rated by two SEBI/RBI approved rating agency. These investments will be pledged in favour of debenture trustee The TRA/FD Account/investments shall not be discontinued / closed during the subsistence of the Trustee Agreement and/or until the entire Servicing of Bonds is completed, without the prior written approval of the Trustees. 4. SCOPE OF WORK: The objective of this RFP is to solicit proposals from the interested bidders for participation in the process of selecting an Arranger(s) to raise funds through issue of Bonds up to Rs. 100 Crores with green shoe option of Rs.150 Crores through private placement route as per this RFP. The bidder is required to provide a minimum commitment of Rs.50 crore. The scope of work of the Merchant Banker comprises the following: i. The Arranger (s) has to mobilize the funds by issue of bonds on private placement basis amounting to Rs. 100 crore with green shoe option of Rs. 150 crore. ii. The Arranger(s) has to assist the Issuer in all legal and statutory areas and in the preparation of Disclosure Document. iii. KFC agrees to make any additional disclosures which are required to be made in Disclosure Document in the interest of the investors in regard to any matter relevant to the issue. The compliance of such requirements shall be binding on the Arranger. iv. To suggest mid course corrective action/draw up strategies, if necessary, in consultation with KFC to make the issue a success. v. The Arranger(s) shall assist the Issuer to obtain all consents, sanctions, clearances, approvals, permissions, licenses, etc. as may be required in connection with the Issue. vi. Arranger(s) s service include assistance in regulatory compliance, marketing of issue, banking of the application money, formalities with SEBI, stock exchange and other

6 vii. functions vested with the Arranger and to assist and co-ordinate with KFC connection with listing formalities If more than one arrangers are selected they should enter in to an inter say allocation of work to the satisfaction of KFC and they should complement each other s scope of work. Notwithstanding this, the arrangers would be jointly and severally responsible for completing the issue successfully. However, the L1 arranger has sole responsiblity for completing all the formalities. viii. To identify the investors, make presentation to them on behalf of the KFC, interact with them, supply them necessary documents, reply the investors queries, and furnish information as authorized by KFC, make arrangement for meeting the investors etc. ix. To collect the applications from the investors with necessary documents and deposit the application money with the collecting Banker/s under intimation to KFC. x. To liaise with Stock Exchange for obtaining various consents and approvals and for listing the bonds. xi. To liaise with Collecting Bankers, keep a watch on the collection of funds and report the collection figures to KFC. xii. To finalise subscription list with all necessary documents to enable KFC in allotment of Bonds. xiii. To liaise with the NSDL and CDSL for issuing the bonds in demat form and complete other allotment formalities within due date. xiv. Assisting KFC in filing various statutory documents with SEBI / Stock Exchange etc in 5. CRITERIA FOR PRE-QUALIFICATION AND FINANCIAL BID i. Mere issue of documents for RFP does not qualify a Merchant Banker for appointment. The applications, which do not satisfy the eligibility criteria mentioned hereunder are liable to be rejected. ii. iii. iv. The Merchant Banker shall hold valid SEBI registration certificate (as Category I Merchant Banker) and registration shall be valid during the bond mobilisation period. The merchant banker shall fall in the Top 10 arrangers under ALL Category ranked by PRIME Database for the period to or Top 10 arrangers under SFI/SLU Category ranked by PRIME league tables for the combined last 5 FYs. The Arranger should have mobilized for Rs.500 crore each in any three financial years out of the last five financial years (viz.fy14, FY15, FY16, FY17 and FY18) taken together, in the bond Issues of Central/State level undertakings including Central / State Financial Corporations. Documentary Proof is to be enclosed. Documentary proof means a certificate/ mandate letter with corresponding invoice/ completion certificate from the issuer organisation furnishing details. Certificate/ mandate letter/ completion certificate from the issuer organization is to be enclosed. v. The bidder should have a minimum net worth of Rs crore as on Self -attested copy Of Chartered Accountant Certificate to be submitted.

7 vi. vii. viii. ix. The Arranger(s) should have not been blacklisted on their commitments on private placement of NCD issues as on date of bid submission with any Central/ State Government organization(s)/psu. An undertaking on bidder s letterhead shall be required duly executed by the Authorised Signatory. The bidder should be registered with the Commercial Tax Department.Self -attested copy of Goods And Service Tax registration certificate and GSTIN code and Income Tax registration Certificate/ PAN Card/TAN No to be submitted. Non fulfillment of any of the pre-qualification criteria amounts to disqualification and document superscribed ' Financial Bid ' will not be opened. KFC may disqualify the Merchant Banker/s at any stage, if it comes to the notice of KFC at a later date that any information(s)/certificate(s) furnished/produced by the Merchant Banker/s was factually incorrect/false. x. KFC will open the pre-qualification application first. The ' Financial Bid' of the qualified Merchant Bankers will be opened thereafter. xi. The firms which completely meet the eligibility criteria shall be considered to be technically qualified. Technically Qualified Bidder would be selected on the basis of lowest bid (L1), wherein an eligible and technically qualified bidder with lowest coupon rate shall be selected to be awarded by the in house Bid Evaluation Committee constituted by the KFC. xii. The coupon rate shall be firm till the targeted amount is mobilised. xiii. The Authority reserves the right to appoint multiple selected bidders/arrangers/parties for the said Bid at L1 prices. xiv. KFC reserves the right to reject all or any of the offers of the merchant bankers without assigning any reason. Moreover, the KFC is not bound to accept the lowest bidding for coupon rate, if, in the sole opinion of the KFC, it is considered necessary to protect the interest of KFC and in particular for the purpose of mobilisation of funds. xv. xvi. xvii. KFC, at its sole discretion, can reject the bidding for freak coupon rate, if in the opinion of the Bid Evaluation Committee, the coupon quoted is freak. The Bid Evaluation Committee considers the coupon rate as freak based on the prevailing G- Sec/ SDL rate, the interest rates in the market for a similar rated paper of respective tenors and any other conditions prevailing then. The decision of the Bid Evaluation Committee on deciding the freak interest rate shall be final. The pre-qualification application and Financial Bid shall be submitted in the format given in Annexure II and Annexure III respectively and they shall be signed by the Authorised signatory of the Merchant banker. Copy of the authorisation letter from the Chief Executive/Governing Board of the Merchant banker shall be enclosed. Joint venture/consortium as a bidder are allowed to submit the bid. They should consist of not more than 3 members and they should fulfill the eligibility criteria individually as per above point no. ii,iii,vi,vii and jointly as per above point no. iv and v.

8 xviii. xix. xx. Conditional bidding, bidding containing coupon ranges and bidding not accompanied with the required documents will be rejected forthright. In matters of dispute, the decision of the Chairman and Managing Director of KFC shall be final and binding on all parties. All cases / proceedings relating to any dispute or claim arising out of the RFP shall be falling in proper court having jurisdiction in Thiruvananthapuram. 6. PROCEDURE: i. The application and documents shall be submitted at the Head Office of the KFC at the address mentioned below. ii. The applications, in the prescribed format shall be submitted in two separate sealed covers superscribed Pre-qualification application and Financial Bid ' thereupon, as the case may be, to EXECUTIVE DIRECTOR KERALA FINANCIAL CORPORATION ASWATHY, VELLAYAMBALAM THIRUVANANTHAPURAM KERALA. Ph: , Mob: iii. iv. The name, address and telephone No/s of the merchant banker shall be printed on the cover. The Cover I shall contain the Pre-qualification application. The Chartered Accountant s Certificate certifying copy(ies) of the registration certificate issued by SEBI and details in support of mobilisation/subscription of bonds by the merchant bankers [as per Annexure I] shall be enclosed to the pre-qualification application. v. The Cover II should contain the Financial Bid '. vi. vii. vii. ix. The RFP will not be accepted after the stipulated last date and time. The selection of the merchant banker/s will be on the basis of lowest bid (L1), wherein an eligible and technically qualified bidder with lowest coupon rate and other evaluation criteria as decided by the in house Bid Evaluation Committee constituted by the KFC will be selected. The KFC reserves the right to appoint the sole arranger or consortium of Arrangers for the mobilisation of the funds. KFC shall have the right to issue addendum to the RFP to clarify, amend, modify, supplement or delete any of the conditions, clauses or items stated therein. Each addendum shall form a part of the original invitation to RFP. Signed copy of the application inviting EOI with each page duly signed by the authorised official of the merchant Banker should be submitted as a token of acceptance of the terms and conditions. x. KFC reserves the right to accept or reject any application without assigning any reason thereof. No claim or complaint in this regard will be entertained by KFC.

9 xi. xii. The KFC reserves the right to negotiate other terms and conditions with the selected Merchant Banker/s and decide on the following: (a) Fine tuning the coupon. (b) Timing of bond issue. (c) Any other terms and conditions. The application will be opened in the presence of the representatives of the Merchant Banker present at the time of opening of the bidding as per schedule of events indicated in Para [7]. 7. SCHEDULE OF EVENTS Mode of Bid Submission Bid Authority Last date/time of Submission of bid Date/time of Opening of Technical bid Date/time of Opening of Financial bid Physical bid to be submitted at the Office of EXECUTIVE DIRECTOR, KERALA FINANCIAL CORPORATION, ASWATHY, VELLAYAMBALAM, THIRUVANANTHAPURAM EXECUTIVE DIRECTOR, KERALA FINANCIAL CORPORATION , 11 am , 12 pm , 1 pm Place of opening Head Office of KFC, Vellayambalam, Thiruvananthapuram KFC Contact for this RFP 1.Sri Premnath Ravindranath, ED Mob Smt. Soya K, AGM(F&A) Mob * Any change in the date and time of opening of the documents will be communicated to the merchant bankers by .