Request for Quotation ( RFQ ) for sale of 1,93,72,020 equity shares of Tourism Finance Corporation of India Limited ( TFCI ), representing 24 % stake, held by IFCI Limited ( IFCI ) 1. INTRODUCTION Date: 15/09/2017 1.1. IFCI Limited (IFCI) is the oldest Development Financial Institution of the country setup in 1948 as a statutory corporation under Industrial Finance Corporation Act, 1948 for providing medium and long-term finance to the industrial sector. In 1993, after the repeal of IFC Act, IFCI became a public limited company registered under the Companies Act, 1956. Pursuant to conversion of Government of India s loan/grant aggregating to Rs. 923 crore to IFCI into equity shares of IFCI and acquisition of preference shares of IFCI from Banks by Government of India, IFCI has become a Government Company with effect from 7th April, 2015 in terms of Section 2(45) of Companies Act, 2013 with Government of India s shareholding of 51.04% of total paid up share capital of IFCI. IFCI is also registered with Reserve Bank of India (RBI) as a Systemically Important Non-Deposit taking Non-Banking Finance Company (NBFC- ND-SI). The primary business of IFCI is to provide medium to long-term financial assistance to the manufacturing, services and infrastructure sectors. 1.2. TFCI was set-up as an All India Financial Institution, pursuant to the recommendations of National Committee on Tourism set-up under the aegis of Planning Commission in 1988. The main object of setting-up the specialized financial institution was to expedite the growth of tourism infrastructure in the country by providing dedicated line of credit on long term basis to tourism related projects in the country. TFCI provides financial assistance by way of rupee loan, subscription to equity / debentures and corporate loans mainly to hotel projects, amusement parks, ropeways, multiplexes, restaurants etc. With a view to diversify in other related areas, TFCI has expanded the scope of its activities by including financing of infrastructure projects, real estate projects and manufacturing projects to a limited extent, within the scope of its activities. The responsibility for setting-up of TFCI was initially entrusted to IFCI Ltd. as promoter in participation with other All India Financial Institutions and Banks. Accordingly, TFCI was set-up in 1989 with initial equity of Rs. 50 crore which now stands increased to Rs. 80.72 crore. 1.3. As on June 30, 2017, 39.07% of the equity share capital of TFCI is jointly held by its promoters, i.e. IFCI, Life Insurance Corporation of India (LIC), Bank of India, United India Insurance Company Limited and The Oriental Insurance Company Limited, the majority being with IFCI which holds 26.09% of equity (i.e. 2,10,59,929 equity shares). 1.4. IFCI plans to disinvest 24% of its holding in TFCI. 2. THE PROPOSAL
2.1 Through this RFQ, IFCI invites the interested buyers to submit their bids for acquiring a stake of 1,93,72,020 equity shares representing a stake of 24.00% of TFCI, hereafter referred as the Transaction. 2.2 The Transaction can be executed on-market or off-market as per mutual agreement between IFCI and the bidder. 3. PRE-BID QUERIES 3.1. The prospective bidders requiring any clarifications on the RFQ can send their queries addressed to any of the following persons at their coordinates From IFCI Limited: Ms. Jhummi Mantri Email hod.treasury@ifciltd.com Phone - +91 11 41732460 From IDFC Bank Limited (Advisor to IFCI): Mr. Mangesh Ghogle / Mr. Jignesh Panchal Email tfci@idfcbank.com Phone - +91 22 42423964 / +91 22 42222507 3.2. All queries must be received by IFCI or IDFC Bank Limited latest by 5:00 PM on September 20, 2017. 4. SUBMISSION OF PROPOSAL 4.1. Bids should be submitted by the prospective bidders either directly or through a banker. 4.2. If any information provided by any bidder as per the Point 5 FORMAT OF BID is found and/or proved to be incorrect or misleading, such bid shall be rejected / disqualified. Such arranger may also be blacklisted for all future tenders at the discretion of IFCI. 4.3. The bid should be sent by 3:00 PM on September 25, 2017 to Ms. Jhummi Mantri, General Manager Treasury, IFCI Limited in the format specified in Point 5 FORMAT OF BID either in hard copy at the following address - IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi - 110 019 or in soft copy through email at hod.treasury@ifciltd.com. 4.4. Bids received after the appointed date and time will be summarily rejected. IFCI will not be responsible for any dispatch / delivery related delays. For any clarifications or details, the parties are advised to contact the above-mentioned officers in point 3.1.
4.5. IFCI reserves the sole right to accept or reject any or all bids thus received, without assigning any reasons thereof. 5. FORMAT OF BID 5.1. The bid should contain the following enclosures: Sr Title Particulars No. a Authority Letter An authority letter authorizing the person of the bidder to sign the proposal and other documents b Undertaking by Bidder An undertaking, duly signed by the authorized signatory of the bidder, in the format given in Annexure I c Earnest Money A demand draft of Rs. 10,00,000 (Rupees ten lakh only) as Deposit (EMD) earnest money deposit, drawn on a scheduled commercial bank in favour of IFCI Limited, payable at New Delhi d Financial Bid The financial bid, as specified in Annexure II 5.2. In case the bid is submitted in hard copy: i. All the above enclosures shall be submitted in a sealed envelope at the following address: IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi - 110 019. 5.3. In case the bid is submitted in soft copy through email: i. All the above enclosures shall be emailed in the form of separate PDF files to: hod.treasury@@ifciltd.com ii. The Financial Bid shall be sent in a password protected PDF file. The password may either be emailed separately to hod.treasury@ifciltd.com, or a representative of the bidder can be present at IFCI office for inputting the password. The representative will be called to input the password individually. iii. The bidder shall ensure that the demand draft for the EMD is separately sent at IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi - 110 019 before 3:00 PM on September 25, 2017. 5.4. The EMD shall be retained as performance guarantee of the successful bidder. IFCI shall refund the EMD to all the bidders by October 25, 2017, except for the successful bidder / bidders whose EMD shall be refunded after completion of the Transaction. In case the successful bidder / bidders fail to perform their obligation as per the terms of the RFQ, then the EMD for such bidders shall stand forfeited. 5.5. No interest shall be payable on the EMD by IFCI. Bids without EMD would be considered as incomplete and shall be rejected. Any decision in this regard taken by IFCI shall be final, conclusive and binding on the bidder. 6. BID EVALUATION
6.1. The bids shall be evaluated after taking into account the price per share. IFCI shall shortlist the bids based on the highest price. 6.2. The bids shall be sorted in the decreasing order of the bid price per share. The bidder quoting the highest price per share shall be H-1 bidder and the H-2, H-3, etc. bidders shall be considered accordingly. 6.3. If more than one bidder has bid for the same price per share, then H-1 bidder will be decided based on inter-se bidding to be concluded within one hour from bid opening. 6.4. IFCI and the bidder shall execute the Transaction on market or off market as per mutual agreement. 6.5. IFCI reserves the right to reject the bids, without assigning any reason or may negotiate the price per share with H-1 bidder(s). 7. TIME FRAME RFQ Notification September 15, 2017 Last date of submitting queries September 20, 2017 (5:00 PM) Last Date of Bid Submission September 25, 2017 (3:00 PM) 8. DISPUTE IFCI and the bidder shall make every effort to resolve amicably, by direct informal negotiation, any disagreement or dispute arising between them under or in connection with the contract. If after thirty days from the commencement of such informal negotiations, IFCI and the bidder are unable to resolve amicably a contract dispute; either party may require that the dispute be referred for resolution by formal arbitration. Both parties may agree upon a single arbitrator. If there is no consensus for a single arbitrator, then each party shall appoint one arbitrator and the two appointed arbitrators shall thereupon appoint a third arbitrator. The arbitration shall be concluded in English and a written order shall be prepared. The Arbitration and Reconciliation Act 1996 as amended by Act of 2015 shall apply to the arbitration proceedings and the venue & jurisdiction of the arbitration shall be New Delhi. 9. JURISDICTION The jurisdiction of Court will be at New Delhi only.
Annexure I Format of Undertaking We certify that there has been no conviction by a Court of Law or indictment/adverse order by a regulatory authority for a grave offence against us or any of our sister concern(s). It is further certified that there is no investigation pending against us or our sister concern(s) or the CEO, Directors/Managers/Employees of our concern or of our sister concern(s). We also certify that we have not been prohibited by the Securities Exchange Board of India or any other regulatory authority in India from entering into any transaction as proposed under the RFQ. By submitting our bid, we hereby confirm that: 1. All information, documents, statements produced by us in our bid are true and complete and signed and stamped on our letterhead by our authorized officer(s). 2. We have complied with/agree to comply with all the statutory formalities / guidelines / regulations / circulars issued by the Reserve Bank of India, Securities and Exchange Board of India, Companies Act, 2013 read along with relevant Rules and other relevant statutory provisions as applicable to the present sale of shares. 3. We shall ensure completion of all legal, regulatory and statutory requirements of all the parties to the sale required for completion of the transaction. Seal with signatures of authorized signatory of the Bidder
Annexure II Format of Bid Date: To, The General Manager (Treasury Department) IFCI Limited, IFCI Tower, 61, Nehru Place, New Delhi 110 019. Sub: Bid to acquire 24.00 % stake in Tourism Finance Corporation of India Limited ( TFCI ) from IFCI Limited ( IFCI ) in accordance with clause 2.1 of the RFQ Dear Sir, I/We have perused the request for quotation for the subject matter and hereby submit our bid for acquisition of stake in TFCI from IFCI as follows: RFQ Clause 2.1 Number of equity shares of TFCI bid for 1,93,72,020 % Stake 24.00% Price per equity share INR Total consideration INR This is to certify that the bid submitted by us for acquisition of equity shares of Tourism Finance Corporation of India Limited ( TFCI ) from IFCI Limited ( IFCI ) is in accordance with the terms and conditions laid down in the Request for Quotation displayed on the website of IFCI and is unconditional. Seal with signatures of authorized signatory of the Bidder