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STATE BANK OF INDIA (Constituted as a body corporate under the State Bank of India Act, 1955)
State Bank of India (the “Issuer” or the “Bank”) is issuing 51,320,436 equity shares of face value ` 10 each (the “Equity Shares”) at a price of ` 1,565 per Equity Share, including a premium of ` 1,555 per Equity Share, aggregating to ` 80,316.48 million (the “Issue”).
THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE “SEBI REGULATIONS”). THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH
PROSPECTIVE INVESTOR, AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER
PERSON OR CLASS OF INVESTOR WITHIN OR OUTSIDE INDIA. THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT HAVE NOT
BEEN REVIEWED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE “SEBI”), THE RESERVE BANK OF INDIA (“RBI”), BSE LIMITED (THE “BSE”), THE
NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”), THE MADRAS STOCK EXCHANGE LIMITED (THE “MSE”), THE CALCUTTA STOCK EXCHANGE
LIMITED (THE “CSE”), THE DELHI STOCK EXCHANGE LIMITED (THE “DSE”), THE AHMEDABAD STOCK EXCHANGE LIMITED (THE “ASE”, AND TOGETHER
WITH THE BSE, THE NSE, THE MSE, THE CSE AND THE DSE, REFERRED TO AS “STOCK EXCHANGES”) OR ANY OTHER REGULATORY OR LISTING AUTHORITY
AND IS INTENDED ONLY FOR USE BY QUALIFIED INSTITUTIONAL BUYERS (“QIBs”), AS DEFINED IN THE SEBI REGULATIONS. THE ISSUE IS MEANT ONLY FOR
QIBs ON A PRIVATE PLACEMENT BASIS AND IS NOT AN OFFER TO THE PUBLIC OR TO ANY OTHER CLASS OF INVESTORS.
YOU ARE NOT AUTHORISED TO AND MAY NOT (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT
DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS
OF INDIA AND OTHER JURISDICTIONS.
INVESTMENTS IN EQUITY AND EQUITY-RELATED SECURITIES INVOLVE A CERTAIN DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST
ANY AMOUNT IN THE ISSUE UNLESS THEY ARE PREPARED TO BEAR THE RISK OF LOSING ANY PART OR ALL OF THE AMOUNT INVESTED BY THEM.
PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ “RISK FACTORS” BEFORE DECIDING TO INVEST IN THE ISSUE. EACH PROSPECTIVE
INVESTOR IS ADVISED TO CONSULT ITS ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES BEING ISSUED
PURSUANT TO THIS PLACEMENT DOCUMENT.
The information on the Bank’s website or any website directly or indirectly linked to the Bank’s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites.
Invitations, offers and sales of the Equity Shares shall only be made pursuant to this Placement Document together with the respective Application Form (defined hereinafter) and the
Confirmation of Allocation Note (defined hereinafter). The distribution of this Placement Document or the disclosure of its contents without the prior consent of the Bank to any person, other
than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and make no copies of this Placement Document or any documents referred to in this Placement Document. See “Issue
Procedure”.
The Bank’s outstanding Equity Shares, are listed on the Stock Exchanges. However, the Equity Shares are not being traded on the MSE, the CSE, the DSE and the ASE. The closing price of the
Equity Shares on the BSE and the NSE on January 29, 2014 was ` 1,573.65 and ` 1,573.65 per Equity Share, respectively. In-principle approvals under Clause 24(a) of the Equity Listing Agreements (as defined hereinafter) for listing of the Equity Shares have been received from the BSE and the NSE on January 24, 2014. Applications to the BSE and the NSE will be made for obtaining listing and trading approvals for the Equity Shares offered through the Issue. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions
expressed or reports contained herein. Admission of the Equity Shares to trading on the BSE and the NSE should not be taken as an indication of the merits of the business of the Bank or the
Equity Shares.
A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of this Placement Document has been filed with the Stock Exchanges in accordance with the SEBI Regulations. This Placement Document has not been and will not be registered as a prospectus with the RoC in India, and will not be circulated or distributed to the public in India or any
other jurisdiction and will not constitute a public offer in India or any other jurisdiction.
THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE BANK SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE ISSUE.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) or any other applicable state securities laws of
the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered or sold only to (i) persons who are “qualified
institutional buyers” (as defined in Rule 144A under the Securities Act and referred to in this Placement Document as “U.S. QIBs” pursuant to Section 4(a)(2) of the Securities Act;
for the avoidance of doubt, the term U.S. QIB does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Placement
Document as QIBs or Qualified Institutional Buyers) and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur.
Each purchaser of Equity Shares that is located within the United States will be required to represent and agree, among other things, that such purchaser (i) is a U.S. QIB; and (ii)
will only reoffer, resell, pledge or otherwise transfer the Equity Shares in an “offshore transaction” in accordance with Rule 903 or Rule 904 of Regulation S or in a transaction
otherwise exempt from the registration requirements of the Securities Act. Each other purchaser of Equity Shares will be required to represent and agree, among other things, that such purchaser is acquiring the Issues Shares in an “offshore transaction” in accordance with Regulation S. For further details, see “Selling Restrictions” and “Eligibility and Transfer
Restrictions”.
This Placement Document is dated January 30, 2014.
BOOK RUNNING LEAD MANAGERS
Citigroup
Global Markets
India Private
Limited
Deutsche Equities
India Private
Limited
DSP Merrill Lynch
Limited
HSBC Securities and
Capital Markets
(India)
Private Limited
J.P. Morgan India
Private Limited
SBI Capital
Markets Limited*
UBS Securities
India Private
Limited
*SBI Capital Markets Limited shall be involved only in marketing of the Issue.
Placement Document
Not for Circulation
Serial Number [●]
ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009
http://www.ubs.com/global/en.html
TABLE OF CONTENTS
NOTICE TO INVESTORS ............................................................................................................................ 1
REPRESENTATIONS BY INVESTORS ...................................................................................................... 4
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................... 9
INDUSTRY AND MARKET DATA ...........................................................................................................11
FORWARD-LOOKING STATEMENTS .....................................................................................................12
ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................13
EXCHANGE RATE INFORMATION .........................................................................................................14
CERTAIN DEFINITIONS AND ABBREVIATIONS .................................................................................15
SUMMARY OF THE ISSUE........................................................................................................................22
SUMMARY OF BUSINESS ........................................................................................................................24
SELECTED FINANCIAL INFORMATION OF THE BANK .....................................................................26
RISK FACTORS ...........................................................................................................................................36
MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE EQUITY
SHARES ........................................................................................................................................................62
USE OF PROCEEDS ....................................................................................................................................65
CAPITALISATION STATEMENT ..............................................................................................................66
DIVIDEND POLICY ....................................................................................................................................68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ........................................................................................................................................69
MATERIAL DEVELOPMENTS ..................................................................................................................94
SELECTED STATISTICAL INFORMATION ............................................................................................95
RISK MANAGEMENT ..............................................................................................................................112
INDUSTRY OVERVIEW ...........................................................................................................................123
BUSINESS ..................................................................................................................................................141
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ...................................................171
PRINCIPAL SHAREHOLDERS ................................................................................................................179
REGULATIONS AND POLICIES .............................................................................................................183
ISSUE PROCEDURE .................................................................................................................................194
PLACEMENT .............................................................................................................................................203
SELLING RESTRICTIONS .......................................................................................................................204
ELIGIBILITY AND TRANSFER RESTRICTIONS ..................................................................................207
THE SECURITIES MARKET OF INDIA ..................................................................................................210
DESCRIPTION OF THE EQUITY SHARES ............................................................................................213
TAXATION ................................................................................................................................................217
U.S. FEDERAL INCOME TAX CONSIDERATIONS ..............................................................................223
INDEPENDENT ACCOUNTANTS ...........................................................................................................228
LEGAL PROCEEDINGS ...........................................................................................................................229
GENERAL INFORMATION......................................................................................................................230
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN INDIAN GAAP AND U.S. GAAP ...........232
FINANCIAL STATEMENTS .....................................................................................................................236
DECLARATION .........................................................................................................................................238
1
NOTICE TO INVESTORS
The Bank has furnished and accepts full responsibility for the information contained in this Placement Document and
having made all reasonable enquiries, confirms, to the best of its knowledge and belief, that this Placement Document
contains all information with respect to the Bank and the Equity Shares, which is material in the context of the Issue.
The statements contained in this Placement Document relating to the Bank and the Equity Shares are, in all material
respects, true and accurate and not misleading. The opinions and intentions expressed in this Placement Document with
regard to the Bank and the Equity Shares are honestly held, have been reached after considering all relevant
circumstances, are based on information presently available to the Bank and are based on reasonable assumptions.
There are no other facts in relation to the Bank and the Equity Shares, the omission of which would, in the context of
the Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable
enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such information and
statements.
The Book Running Lead Managers have not separately verified all the information (financial, legal or otherwise)
contained in this Placement Document. Accordingly, neither the Book Running Lead Managers nor any of their
respective shareholders (except the Bank (to the extent stated above) as a shareholder of SBI Capital Markets Limited,
which is one of the Book Running Lead Managers to the Issue), employees, counsel, officers, directors, representatives,
agents or affiliates makes any express or implied representation, warranty or undertaking, and no responsibility or
liability is accepted by the Book Running Lead Managers as to the accuracy or completeness of the information
contained in this Placement Document or any other information supplied in connection with the Equity Shares. Each
person receiving this Placement Document acknowledges that such person has neither relied on the Book Running Lead
Managers nor on any of their respective shareholders, employees, counsel, officers, directors, representatives, agents or
affiliates in connection with its investigation of the accuracy of such information or its investment decision, and each
such person must rely on its own examination of the Bank and the merits and risks involved in investing in the Equity
Shares. Any prospective investor should not construe anything in this Placement Document as legal, business, tax,
accounting or investment advice.
No person is authorised to give any information or to make any representation not contained in this Placement
Document and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Bank or by or on behalf of the Book Running Lead Managers. The delivery of this Placement
Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date.
The Equity Shares issued pursuant to the Issue have not been approved, disapproved or recommended by any
regulatory authority in any jurisdiction, including the U.S. Securities and Exchange Commission (“SEC”), any
other federal or state securities authorities in the U.S., the securities authorities of any non-U.S. jurisdiction and
any other U.S. or non U.S. regulatory authority. No authority has passed on or endorsed the merits of the Issue
or the accuracy or adequacy of this Placement Document. Any representation to the contrary is a criminal
offence in the U.S. and may be a criminal offence in other jurisdictions.
The Equity Shares have not been and will not be registered under the Securities Act or any other applicable state
securities laws of the United States and, unless so registered, may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered or sold only
to (i) persons who are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and
referred to in this Placement Document as “U.S. QIBs” pursuant to Section 4(a)(2) of the Securities Act; for the
avoidance of doubt, the term U.S. QIB does not refer to a category of institutional investor defined under
applicable Indian regulations and referred to in this Placement Document as QIBs or Qualified Institutional
Buyers) and (ii) outside the United States in offshore transactions in reliance on Regulation S under the
Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
Each purchaser of Equity Shares that is located within the United States will be required to represent and agree, among
other things, that such purchaser (i) is a U.S. QIB; and (ii) will only reoffer, resell, pledge or otherwise transfer the
Equity Shares in an “offshore transaction” in accordance with Rule 903 or Rule 904 of Regulation S or in a transaction
otherwise exempt from the registration requirements of the Securities Act. Each other purchaser of Equity Shares will
be required to represent and agree, among other things, that such purchaser is acquiring the Issues Shares in an
“offshore transaction” in accordance with Regulation S. For further details, see “Selling Restrictions” and “Eligibility
and Transfer Restrictions”.
2
The distribution of this Placement Document and the issue of the Equity Shares in certain jurisdictions may be restricted
by law. As such, this Placement Document does not constitute, and may not be used for or in connection with, an offer
or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by the Bank or the Book
Running Lead Managers which would permit an Issue of the Equity Shares or distribution of this Placement Document
in any jurisdiction, other than India. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly,
and neither this Placement Document nor any Issue materials in connection with the Equity Shares may be distributed
or published in or from any country or jurisdiction that would require registration of the Equity Shares in such country
or jurisdiction. See “Eligibility and Transfer Restrictions”.
In making an investment decision, investors must rely on their own examination of the Bank and the terms of the Issue,
including the merits and risks involved. Investors should not construe the contents of this Placement Document as legal,
tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax,
accounting and related matters concerning the Issue. In addition, neither the Bank nor the Book Running Lead
Managers are making any representation to any offeree or purchaser of the Equity Shares regarding the legality of an
investment in the Equity Shares by such offeree or purchaser under applicable legal, investment or similar laws or
regulations. Each purchaser of the Equity Shares is deemed to have acknowledged, represented and agreed that it is
eligible to invest in India and in the Bank under Chapter VIII of the SEBI Regulations and is not prohibited by SEBI or
any other regulatory authority from buying, selling or dealing in securities. Each purchaser of the Equity Shares also
acknowledges that it has been afforded an opportunity to request from the Bank and review information pertaining to
the Bank and the Equity Shares.
The information on the Bank’s website or any website directly or indirectly linked to the Bank’s website or the website
of the Book Running Lead Managers, does not constitute or form part of this Placement Document. This Placement
Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by
the terms and conditions of such documents. All references herein to “you” is to the prospective investors in the Issue.
CERTAIN U.S. MATTERS
THE EQUITY SHARES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
ACCORDINGLY, THE EQUITY SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED STATES
ONLY TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURSUANT TO SECTION 4(a)(2) UNDER THE
SECURITIES ACT, AND (B) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE
ON REGULATION S UNDER THE SECURITIES ACT. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS
ON TRANSFER OF THE EQUITY SHARES, SEE “TRANSFER RESTRICTIONS”.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, OR APPROVED OR
DISAPPROVED BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED ON
OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
PLACEMENT DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN
THE UNITED STATES.
NOTICE TO HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA
421-B”) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE,
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION, MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE
3
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN CERTAIN OTHER JURISDICTIONS
For information to investors in certain other jurisdictions, see “Selling Restrictions” and “Eligibility and Transfer
Restrictions”.
4
REPRESENTATIONS BY INVESTORS
By subscribing to any Equity Share under the Issue, you are deemed to have represented to us and the Book Running
Lead Managers, and acknowledged and agreed as follows:
1. you are a “QIB” as defined in Regulation 2(1)(zd) of the SEBI Regulations and not excluded pursuant to Regulation 86 of the SEBI Regulations, having a valid and existing registration under the applicable laws and
regulations of India and undertake to acquire, hold, manage or dispose of any Equity Shares that are Allocated
(as defined hereinafter) to you for the purposes of your business in accordance with Chapter VIII of the SEBI
Regulations;
2. if you are a resident in any other country other than India, that you are permitted by all applicable laws to acquire the Equity Shares;
3. if you are Allotted (as defined hereinafter) Equity Shares pursuant to the Issue, you shall not, for a period of one year from the date of Allotment (as defined hereinafter), sell the Equity Shares so acquired except on the
the BSE and the NSE (additional restrictions apply if you are within the U.S., see “Eligibility and Transfer
Restrictions”;
4. you are aware that the Equity Shares have not been and will not be registered under the Companies Act, SEBI Regulations or under any other law in force in India. The Preliminary Placement Document and this Placement
Document have not been verified or affirmed by RBI, SEBI, the Stock Exchanges or any other regulatory or
listing authority and will not be filed with the registrar of companies, and is intended only for use by QIBs.
This Placement Document has been filed with the Stock Exchanges for record purposes only and has been
displayed on the websites of the Bank, the BSE and the NSE;
5. you are entitled to subscribe for the Equity Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all such governmental and other consents in each
case which may be required thereunder and complied with all necessary formalities;
6. you are entitled to acquire the Equity Shares under the laws of all relevant jurisdictions and that you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this
participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Placement Document) and will honour such obligations;
7. you confirm that, either: (i) you have not participated in or attended any investor meetings or presentations by the Bank or its agents (“Bank’s Presentations”) with regard to the Bank, the Equity Shares or the Issue; or (ii)
if you have participated in or attended any Bank’s Presentations: (a) you understand and acknowledge that the
Book Running Lead Managers may not have knowledge of the statements that the Bank or its agents may have
made at such Bank’s Presentations and are therefore unable to determine whether the information provided to
you at such Bank’s Presentations may have included any material misstatements or omissions, and,
accordingly you acknowledge that the Book Running Lead Managers have advised you not to rely in any way
on any information that was provided to you at such Bank’s Presentations, and (b) confirm that, to the best of
your knowledge, you have not been provided any material information that was not publicly available;
8. neither the Bank nor the Book Running Lead Managers nor any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates is making any recommendations to you,
advising you regarding the suitability of any transactions it may enter into in connection with the Issue and that
participation in the Issue is on the basis that you are not and will not, up to the Allotment, be a client of any of
the Book Running Lead Managers and that the Book Running Lead Managers or any of their respective
shareholders, employees, counsel, officers, directors, representatives, agents or affiliates have no duties or
responsibilities to you for providing the protection afforded to their clients or for providing advice in relation
to the Issue and are in no way acting in a fiduciary capacity to you;
9. you are aware that if you are Allotted more than 5% of the Equity Shares in the Issue, the Bank shall be required to disclose your name and the number of Equity Shares Allotted to you to the BSE and the NSE, and
they will make the same available on their website and you consent to such disclosures;
5
10. all statements other than statements of historical fact included in this Placement Document, including, without limitation, those regarding the Bank’s financial position, business strategy, plans and objectives of
management for future operations (including development plans and objectives relating to the Bank’s
business), are forward-looking statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause actual results to be materially different from
future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Bank’s present and future
business strategies and environment in which the Bank will operate in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the date of this Placement Document. The
Bank assumes no responsibility to update any of the forward-looking statements contained in this Placement
Document;
11. you have been provided a serially numbered copy of this Placement Document and have read this Placement Document in its entirety, including, in particular, the “Risk Factors”;
12. you are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered to the general public and the Allotment of the same shall be on a discretionary basis;
13. you have made, or been deemed to have made, as applicable, the representations set forth under “Eligibility and Transfer Restrictions”;
14. you understand that the Equity Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States and accordingly, may not be offered or sold
within the United States, except in reliance on an exemption from the registration requirements of the
Securities Act;
15. if you are within the United States, you are a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, are acquiring the Equity Shares for your own account or for the account of an institutional
investor who also meets the requirements of a “qualified institutional buyer”, for investment purposes only,
and not with a view to, or for resale in connection with, the distribution (within the meaning of any United
States securities laws) thereof, in whole or in part;
16. that in making your investment decision, (i) you have relied on your own examination of the Bank and the terms of the Issue, including the merits and risks involved, (ii) you have made and will continue to make your
own assessment of the Bank, the Equity Shares and the terms of the Issue based on such information as is
publicly available, (iii) you have consulted your own independent advisors or otherwise have satisfied yourself
concerning without limitation, the effects of local laws, (iv) you have relied solely on the information
contained in this Placement Document and no other disclosure or representation by the Bank or any other
party; and (v) you have received all information that you believe is necessary or appropriate in order to make
an investment decision in respect of the Bank and the Equity Shares;
17. you are a sophisticated investor and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares and you and any
accounts for which you are subscribing the Equity Shares (i) are each able to bear the economic risk of the
investment in the Equity Shares; (ii) will not look to the Bank and/or the Book Running Lead Managers or any
of their respective shareholders, employees, counsel, officers, directors, representatives, agents or affiliates for
all or part of any such loss or losses that may be suffered; and (iii) are able to sustain a complete loss on the
investment in the Equity Shares; (iv) have no need for liquidity with respect to the investment in the Equity
Shares, and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise,
which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares. You
acknowledge that an investment in the Equity Shares involves a high degree of risk and that the Equity Shares
are, therefore, a speculative investment. You are seeking to subscribe to the Equity Shares in the Issue for your
own investment and not with a view to resale or distribution;
18. the Bank or the Book Running Lead Managers or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates have not provided you with any tax advice or
otherwise made any representations regarding the tax consequences of the Equity Shares (including but not
limited to the Issue and the use of the proceeds from the Equity Shares). You will obtain your own independent
6
tax advice and will not rely on the Book Running Lead Managers or any of their respective shareholders,
employees, counsel, officers, directors, representatives, agents or affiliates or the Bank when evaluating the tax
consequences in relation to the Equity Shares (including but not limited to the Issue and the use of the proceeds
from the Equity Shares). You waive and agree not to assert any claim against the Book Running Lead
Managers or the Bank with respect to the tax aspects of the Equity Shares or the Issue or as a result of any tax
audits by tax authorities, wherever situated;
19. that where you are acquiring the Equity Shares for one or more managed accounts, you represent and warrant that you are authorised in writing, by each such managed account to acquire the Equity Shares for each
managed account; and to make the acknowledgements and agreements herein for and on behalf of each such
account, reading the reference to “you” to include such accounts;
20. you are not a Promoter (as defined under the SEBI Regulations) and are not a person related to the Promoter, either directly or indirectly and your Application does not directly or indirectly represent the Promoter or
promoter group (as defined under the SEBI Regulations) of the Bank;
21. you have no rights under a shareholders agreement or voting agreement with the Promoter or persons related to the Promoter, no veto rights or right to appoint any nominee director on the Central Board of the Bank other
than the rights acquired in the capacity of a lender which shall not be deemed to be a person related to the
Promoter;
22. you have no right to withdraw your Application after the Bid/Issue Closing Date (as defined hereinafter);
23. you are eligible to apply and hold Equity Shares so Allotted and together with any securities of the Bank held by you prior to the Issue. You further confirm that your holding upon the issue and allotment of the Equity
Shares shall not exceed the level permissible as per any regulation applicable to you;
24. the Application Form submitted by you would not at any stage directly or indirectly result in triggering a requirement to make public announcement to acquire Equity Shares in accordance with the Takeover Code;
25. to the best of your knowledge and belief your aggregate holding together with other prospective Investors in the Issue that belong to the same group or are under common control as you, pursuant to the Allotment under
the Issue shall not exceed 50% of the Issue Size. For the purposes of this representation:
the expression ‘belongs to the same group’ shall derive meaning from the concept of ‘companies under the same group’ as provided in sub-section (11) of Section 372 of the Companies Act, 1956.
‘control’ shall have the same meaning as is assigned to it by clause 1 (e) of Regulation 2 of the Takeover Code.
26. you shall not undertake any trade in the Equity Shares credited to your beneficiary account until such time that the final listing and trading approval for the Equity Shares is issued by the BSE and the NSE;
27. you are aware and understand that the Book Running Lead Managers have entered into a Placement Agreement with the Bank whereby the Book Running Lead Managers have, subject to the satisfaction of
certain conditions set out therein, undertaken to use its reasonable endeavours to seek to procure subscription
for the Equity Shares on the terms and conditions set forth therein;
28. that the contents of this Placement Document are exclusively the responsibility of the Bank and that neither the Book Running Lead Managers nor any person acting on their behalf has or shall have any liability for any
information, representation or statement contained in this Placement Document or any information previously
published by or on behalf of the Bank and will not be liable for your decision to participate in the Issue based
on any information, representation or statement contained in this Placement Document or otherwise. By
participating in the Issue, you agree to the same and confirm that you have neither received nor relied on any
other information, representation, warranty or statement made by or on behalf of the Book Running Lead
Managers or the Bank or any other person and neither the Book Running Lead Managers nor the Bank nor any
other person will be liable for your decision to participate in the Issue based on any other information,
representation, warranty or statement that you may have obtained or received;
7
29. that the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Equity Shares is contained in this Placement Document, such information being all that you deem
necessary to make an investment decision in respect of the Equity Shares and that you have neither received
nor relied on any other information given or representations, warranties or statements made by the Book
Running Lead Managers or the Bank and neither the Book Running Lead Managers nor the Bank will be liable
for your decision to accept an invitation to participate in the Issue based on any other information,
representation, warranty or statement that you have obtained or received;
30. that each of the representations, warranties, acknowledgements and agreements set forth above shall continue to be true and accurate at all times up to and including the Allotment, listing and trading of the Equity Shares
in the Issue;
31. you agree to indemnify and hold the Bank and the Book Running Lead Managers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with
any breach of the representations and warranties in this section. You agree that the indemnity set forth in this
section shall survive the resale of the Equity Shares by or on behalf of the managed accounts;
32. that the Bank, the Book Running Lead Managers, their respective affiliates and others will rely on the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to
the Book Running Lead Managers on their own behalf and on behalf of the Bank and are irrevocable;
33. that you are eligible to invest in India and in the Equity Shares under applicable law, including the Foreign Exchange Management (Transfer or Issue of Security by Person Resident Outside India) Regulations, 2000,
and have not been prohibited by SEBI from buying, selling or dealing in securities;
34. that you understand that none of the Book Running Lead Managers has any obligation to purchase or acquire all or any part of the Equity Shares purchased by you in the Issue or to support any losses directly or indirectly
sustained or incurred by you for any reason whatsoever in connection with the Issue, including non-
performance by us of any of our respective obligations or any breach of any representations or warranties by
us, whether to you or otherwise;
35. that you acknowledge, represent and agree that your total interest in the paid-up share capital of the Bank, whether direct or indirect, beneficial or otherwise (any such interest, your “Holding”), when aggregated
together with any existing Holding and/or Holding of any of your “relatives” or “associated enterprises” (as
defined under Section 92A of the IT Act), does not exceed 5% of the total paid-up share capital of the Bank,
unless you are an existing shareholder who already holds 5% or more of the underlying paid up share capital of
the Bank pursuant to the acknowledgment of the RBI, provided that your Holding does not, without the further
acknowledgment of the RBI, exceed your existing Holding after Allotment;
36. that you are aware that (i) applications for in-principle approval, in terms of clause 24(a) of the Equity Listing Agreements, for listing and admission of the Equity Shares and for trading on the BSE and the NSE, were
made and such approval has been received from the BSE and the NSE, and (ii) the application for the final
listing and trading approval will be made only after Allotment. There can be no assurance that the final
approvals for listing of the Equity Shares will be obtained in time or at all. The Bank shall not be responsible
for any delay or non-receipt of such final approvals or any loss arising from such delay or non-receipt;
37. that you are an investor who is seeking to purchase the Equity Shares for your own investment and not with a view to distribution. In particular, you acknowledge that (i) an investment in the Equity Shares involves a high
degree of risk and that the Equity Shares are, therefore, a speculative investment, (ii) you have sufficient
knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating
the merits and risk of the purchase of the Equity Shares, and (iii) you are experienced in investing in private
placement transactions of securities of companies in a similar stage of development and in similar jurisdictions
and have such knowledge and experience in financial, business and investments matters that you are capable of
evaluating the merits and risks of your investment in the Equity Shares; and
38. any dispute arising in connection with the Issue will be governed by and construed in accordance with the laws of the Republic of India and the courts at Mumbai, India shall have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this Placement Document.
8
39. each of the representations, warranties, acknowledgements and agreements set out above shall continue to be true and accurate at all times, up to and including the Allotment, listing and trading of the Equity Shares in the
Issue.
OFFSHORE DERIVATIVE INSTRUMENTS
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI (FPI) Regulations, an FPI (other than Category III foreign portfolio investors and those
broad based funds which are classified as FPI by virtue of their investment manager being appropriately regulated),
including the affiliates of the Book Running Lead Managers, may issue or otherwise deal in offshore derivative
instruments such as participatory notes, equity-linked notes or any other similar instruments against underlying
securities (all such offshore derivative instruments are referred to herein as “P-Notes”) listed or proposed to be listed on
any recognized stock exchange in India only in favour of those entities which are regulated by any appropriate foreign
regulatory authorities in the countries of their incorporation or establishment subject to compliance with “know your
client” requirements. An FPI shall also ensure that further issue or transfer of any instrument referred to above issued by
or on behalf of it, is made only to persons who are regulated by appropriate foreign regulatory authorities. P-Notes have
not been and are not being offered or sold pursuant to this Placement Document. This Placement Document does not
contain any information concerning P-Notes, including, without limitation, any information regarding any risk factors
relating thereto.
Any P-Notes that may be issued are not securities of the Bank and do not constitute any obligation of, claims on or
interests in the Bank. The Bank has not participated in any offer of any P-Notes, or in the establishment of the terms of
any P-Notes, or in the preparation of any disclosure related to the P-Notes. Any P-Notes that may be offered are issued
by, and are the sole obligations of, third parties that are unrelated to the Bank. The Bank and the Book Running Lead
Managers do not make any recommendation as to any investment in P-Notes and do not accept any responsibility
whatsoever in connection with the P-Notes. Any P-Notes that may be issued are not securities of the Book Running
Lead Managers and do not constitute any obligations or claims on the Book Running Lead Managers. FII affiliates of
the Book Running Lead Managers may purchase, the Equity Shares to the extent permissible under law and may issue
P-Notes in respect thereof.
Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosures
as to the issuers of such P-Notes and the terms and conditions of any such P-Notes. Neither SEBI nor any other
regulatory authority has reviewed or approved any P-Notes or any disclosure related thereto. Prospective
investors are urged to consult with their own financial, legal, accounting and tax advisors regarding any
contemplated investment in P-Notes, including whether P-Notes are issued in compliance with applicable laws
and regulations.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGES
As required, a copy of this Placement Document has been submitted to the Stock Exchanges. The Stock Exchanges do
not in any manner:
1. warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Document;
2. warrant that the Bank’s Equity Shares will be listed or will continue to be listed on the Stock Exchanges; or
3. take any responsibility for the financial or other soundness of the Bank, its Promoter, its management or any scheme or project of the Bank;
it should not for any reason be deemed or construed to mean that this Placement Document has been cleared or
approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any Equity Shares may
do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock
Exchanges whatsoever, by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition, whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
9
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Conventions
In this Placement Document, unless otherwise specified or the context otherwise indicates or implies, references to
“you”, “your”, “offeree”, “purchaser”, “subscriber”, “recipient”, “investors”, “prospective investors” and “potential
investor” are to the prospective investors of Equity Shares in the Issue and references to the “Issuer”, “Bank”, “our
Bank”, “we”, “us”, or “our” are to the State Bank of India, on an unconsolidated basis, unless the context otherwise
requires. All references to the “Group” are to the State Bank of India and its Subsidiaries, Associates and Joint Ventures
on a consolidated basis.
References in this Placement Document to “India” are to the Republic of India and its territories and possessions and
the “Government” or the “Central Government” or the “state government” are to the Government of India (“GoI”), or
the governments of any state in India, as applicable and as the case may be. All references herein to the “U.S.” or the
“United States” are to the United States of America and its territories and possessions. References to the singular also
refers to the plural and one gender also refers to any other gender, wherever applicable.
Financial and Other Information
In this Placement Document, all financial data for fiscal years 2011, 2012 and 2013 are derived from the consolidated
financial statements of the Group unless otherwise specified and all financial data for the six months ended September
30, 2012 and 2013 and as at September 30, 2013 are derived from the unconsolidated financial statements of the Bank.
As a result, the financial data as at, and for the six months ended, September 30, 2013 and the financial data for the
fiscal years 2011, 2012 and 2013, included in this Placement Document may not be directly comparable. The Bank
represented 73.4% of the Group’s total assets as of March 31, 2013 and 78.7% of consolidated net profit for fiscal year
2013.
In this Placement Document, references to “USD”, “$”, “U.S.$” and “U.S. dollars” are to the legal currency of the
United States and references to, “`”,“Rs.”, “INR” and “Rupees” are to the legal currency of India.
References to “lakhs” and “crores” in this Placement Document are to the following:
one lakh represents 100,000 (one hundred thousand);
ten lakhs represents 1,000,000 (one million);
one crore represents 10,000,000 (ten million);
ten crores represents 100,000,000 (one hundred million); and
one hundred crores represents 1,000,000,000 (one thousand million or one billion).
The audited consolidated and unconsolidated financial statements of the Bank for the fiscal years 2011, 2012 and 2013,
and the unaudited limited reviewed consolidated and unconsolidated financial results of the Bank for the six months
ended September 30, 2013, (collectively, the “Financial Statements”), have been included in this Placement
Document. See “Financial Statements”. The Bank's financial statements are prepared in accordance with Indian GAAP
as applicable to banks, guidelines issued by the RBI from time to time, practices generally prevailing in the banking
industry in India and the applicable standards on auditing. The Bank prepares its financial statements in Rupees in
accordance with Indian GAAP which differ in certain important aspects from U.S. GAAP and other accounting
principles and standards on auditing with which prospective investors may be familiar in other countries. We have not
attempted to quantify the impact of U.S. GAAP on the financial data included in this Placement Document, nor do we
provide a reconciliation of our financial statements to those of U.S. GAAP. However, a narrative summary of the
principal differences between Indian GAAP and U.S. GAAP relevant to the Bank is provided in this Placement
Document. For a description of the principal differences between Indian GAAP and U.S. GAAP see “Description of
Certain Differences Between Indian GAAP and U.S. GAAP”. Accordingly, the degree to which the financial statements
prepared in accordance with Indian GAAP included in this Placement Document will provide meaningful information is
entirely dependent on the reader’s level of familiarity with the respective accounting practices. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Placement Document should
accordingly be limited. See “Risk Factors - Significant differences exist between Indian GAAP and other accounting
principles, which may be material to investors’ assessments of the Bank’s financial condition.”
10
In this Placement Document, certain monetary thresholds have been subjected to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
The fiscal year of the Bank commences on April 1 of each calendar year and ends on March 31 of the succeeding
calendar year. Unless otherwise stated, references in this Placement Document to a particular year are to the calendar
year ended on December 31, and to a particular “Fiscal” or “Fiscal Year” or “FY” are to the fiscal year ended on March
31.
11
INDUSTRY AND MARKET DATA
Information regarding market position, growth rates, other industry data and certain industry forecasts pertaining to the
businesses of the Bank contained in this Placement Document consists of estimates based on data reports compiled by
government bodies, data from other external sources and knowledge of the markets in which the Bank competes. Unless
stated otherwise, the statistical information included in this Placement Document relating to the industry in which the
Bank operates has been reproduced from various trade, industry and government publications and websites.
This data is subject to change and cannot be verified with certainty due to limits on the availability and reliability of the
raw data and other limitations and uncertainties inherent in any statistical survey. Neither the Bank nor any of the Book
Running Lead Managers have independently verified this data and do not make any representation regarding accuracy
or completeness of such data. The Bank takes responsibility for accurately reproducing such information but accept no
further responsibility in respect of such information and data. In many cases, there is no readily available external
information (whether from trade or industry associations, government bodies or other organizations) to validate market-
related analysis and estimates, so the Bank has relied on internally developed estimates. Similarly, while the Bank
believes its internal estimates to be reasonable, such estimates have not been verified by any independent sources and
neither the Bank nor any of the Book Running Lead Managers can assure potential investors as to their accuracy.
The extent to which the market and industry data used in this Placement Document is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data.
AVAILABLE INFORMATION
For so long as any Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, and the Bank is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended,
nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Bank will furnish to any holder or beneficial
owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such
holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information
required to be provided by Rule 144A(d)(4) under the Securities Act.
12
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Placement Document that are not statements of historical fact constitute ‘forward-
looking statements’. Investors can generally identify forward-looking statements by terminology such as ‘aim’,
‘anticipate’, ‘believe’, ‘continue’, ‘can’, ‘could’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘objective’, ‘plan’, ‘potential’,
‘project’, ‘pursue’, ‘shall’, ‘should’, ‘will’, ‘would’, or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of the Bank are also forward-looking statements. However, these
are not the exclusive means of identifying forward-looking statements.
All statements regarding the Bank’s expected financial conditions, results of operations, business plans and prospects
are forward-looking statements. These forward-looking statements include statements as to the Bank’s business
strategy, planned projects, revenue and profitability (including, without limitation, any financial or operating projections
or forecasts), new business and other matters discussed in this Placement Document that are not historical facts.
Actual results may differ materially from those suggested by the forward-looking statements due to certain known or
unknown risks or uncertainties associated with management’s expectations with respect to, but not limited to, the actual
growth in demand for banking and other financial products and services, the management’s ability to successfully
implement its strategy, future levels of impaired loans, the Bank’s growth and expansion, the adequacy of the Bank’s
allowance for credit and investment losses, technological changes, investment income, the Bank’s ability to market new
products, cash flow projections, the outcome of any legal or regulatory proceedings the Bank is or may become a party
to, the future impact of new accounting standards, management’s ability to implement its dividend policy, the impact of
Indian banking regulations on it, the Bank’s ability to roll over its short-term funding sources, the Bank’s exposure to
market risks and the market acceptance of and demand for internet banking services. By their nature, certain of the
market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a
result, actual future gains, losses or impact on net interest income and net income could materially differ from those that
have been estimated.
Factors that could cause actual results, performance or achievements of the Bank to differ materially include, but are not
limited to, those discussed under “Risk Factors”, “Industry Overview”, “Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”.
The forward-looking statements contained in this Placement Document are based on the beliefs of the management, as
well as the assumptions made by, and information currently available to, the management of the Bank. Although the
Bank believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot
assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to
place undue reliance on such forward-looking statements. In any event, these statements speak only as of the date of this
Placement Document or the respective dates indicated in this Placement Document, and the Bank undertakes no
obligation to update or revise any of them, whether as a result of new information, future events or otherwise. If any of
these risks and uncertainties materialize, or if any of the Bank’s underlying assumptions prove to be incorrect, the actual
results of operations or financial condition of the Bank could differ materially from that described herein as anticipated,
believed, estimated or expected. All subsequent forward-looking statements attributable to the Bank are expressly
qualified in their entirety by reference to these cautionary statements.
13
ENFORCEMENT OF CIVIL LIABILITIES
The Bank is a body corporate incorporated under the laws of India. Substantially all of the Bank’s Directors and key
managerial personnel are residents of India and a substantial portion of the assets of the Bank and such persons are
located in India. As a result, it may not be possible for investors to effect service of process upon the Bank or such
persons outside India, or to enforce judgments obtained against such parties in courts outside of India.
Recognition and enforcement of foreign judgments are provided for under Section 13 and Section 44A of the Civil
Code on a statutory basis. Section 13 of the Civil Code provides that foreign judgments shall be conclusive as to any
matter thereby directly adjudicated upon between the same parties or between parties under whom they or any of them
claim litigating under the same title except:
(a) where it has not been pronounced by a court of competent jurisdiction;
(b) where it has not been given on the merits of the case;
(c) where it appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal
to recognise the law of India in cases in which such law is applicable;
(d) where the proceedings in which the judgment was obtained are opposed to natural justice;
(e) where it has been obtained by fraud; and
(f) where it sustains a claim founded on a breach of any law in force in India.
Under the Civil Code, a court in India shall presume, upon the production of any document purporting to be a certified
copy of a foreign judgment, that such judgment was pronounced by a court of competent jurisdiction, unless the
contrary appears on the record; but such presumption may be displaced by proving want of jurisdiction.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
However, Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court,
within the meaning of that Section, in any country or territory outside India which the Government has by notification
declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had
been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary
decrees not being in the nature of any amounts payable in respect of taxes or other charges of a like nature or in respect
of a fine or other penalty and does not include arbitration awards.
The United Kingdom, Singapore and Hong Kong, amongst others have been declared by the Government of India to be
a “reciprocating territory” for the purposes of Section 44A of the Civil Code, but the United States has not been so
declared. A judgment of a court of a country which is not a reciprocating territory may be enforced only by a fresh suit
upon the judgment and not by proceedings in execution. Such a suit has to be filed in India within three years from the
date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. A judgment of a
superior court of a country which is a reciprocating territory may be enforced by proceedings in execution, and a
judgment not of a superior court, by a fresh suit resulting in a judgment or order. The latter suit has to be filed in India
within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in
India. Execution of a judgment or repatriation outside India of any amounts received is subject to the approval of the
RBI, wherever required. It is unlikely that a court in India would award damages on the same basis as a foreign court if
an action were to be brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if
that court was of the view that the amount of damages awarded was excessive or inconsistent with public policy, and is
uncertain whether an Indian court would enforce foreign judgments that would contravene or violate Indian law.
14
EXCHANGE RATE INFORMATION
The Indian rupee appreciated in fiscal 2010 and fiscal 2011 but depreciated over fiscal 2012 and fiscal 2013. The Indian
rupee’s recent depreciation has been attributed to the current account deficit and weak capital inflows, along with the
strengthening of the U.S. dollar against major currencies.
Fluctuations in the exchange rate between the Rupees and the U.S. dollar will affect the U.S. dollar equivalent of the
Rupee price of the Equity Shares on the BSE and the NSE. These fluctuations will also affect the conversion into U.S.
dollar of any cash dividends paid in Rupees on the Equity Shares.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Rupee and the U.S. dollar (in Rupees per U.S. dollar) based on the reference rates released by the Reserve Bank of
India. No representation is made that the Rupees amounts actually represent such amounts in U.S. dollar or could have
been or could be converted into U.S. dollars at the rates indicated, any other rates, or at all.
Source: www.rbi.org.in
*Note: High, low and average are based on RBI reference rate
Source: www.rbi.org.in
*Note: High, low and average are based on RBI reference rate
Although the Bank has translated selected Indian rupee amounts in this Placement Document into U.S. dollars for
convenience, this does not mean that the Indian rupee amounts referred to could have been, or could be, converted to
U.S. dollars at any particular rate or, the rates stated above, or at all. There are certain restrictions on the conversion of
Indian rupees into U.S. dollars. The exchange rate on January 24, 2014 was ` 62.18 per USD 1.00.
Fiscal Year:
( per USD 1.00)
Period End Average* High* Low*
2010 45.14 47.42 50.53 44.94
2011 44.65 45.58 47.57 44.03
2012 51.16 47.95 54.24 43.95
2013 54.39 54.45 57.22 50.56
Month:
( per USD 1.00)
Period End Average* High* Low*
April, 2013 54.22 54.38 54.88 53.94
May, 2013 56.50 55.01 56.50 53.74
June, 2013 59.70 58.40 60.59 56.42
July 2013 61.12 59.78 61.12 58.91
August 2013 66.57 63.21 68.36 60.74
September 2013 62.78 63.75 67.03 61.75
October 2013 61.41 61.62 62.36 61.16
November 2013 62.39 62.63 63.65 61.79
December 2013 61.90 61.91 62.38 61.18
15
CERTAIN DEFINITIONS AND ABBREVIATIONS
The Bank has prepared this Placement Document using certain definitions and abbreviations which you should consider
when reading the information contained herein.
The following list of certain capitalised terms used in this Placement Document is intended for the convenience of the
reader/prospective investor only and is not exhaustive.
The terms defined in this section shall have the meaning set forth herein, unless specified otherwise in the context
thereof, and references to any statute or regulations or policies shall include amendments thereto, from time to time.
Bank Related Terms
Term Description
“the Bank” or “the Issuer” State Bank of India
“our” or “we” or “us” State Bank of India, unless the context otherwise requires
ALCO The asset liability management committee of the Bank
Auditors / Statutory Auditors The statutory central auditors of the Bank being, Todi Tulsyan & Co., Chartered
Accountants, Singhi & Co., Chartered Accountants, SCM Associates, Chartered
Accountants, S. Venkatram & Co., Chartered Accountants, Sriramamurthy &
Co., Chartered Accountants, T. R. Chadha & Co., Chartered Accountants, S. N.
Nanda & Co., Chartered Accountants, V. Soundararajan & Co., Chartered
Accountants, K. B. Sharma & Co., Chartered Accountants, Add & Associates,
Chartered Accountants, Dhamija Sukhija & Co., Chartered Accountants,
Prakash & Santosh, Chartered Accountants, V. P. Aditya & Co., Chartered
Accountants and S. Jaykishan, Chartered Accountants
Audit Committee / ACB The audit committee of the Central Board
Associates The associates of the Bank namely, the regional rural banks, i.e. Andhra
Pradesh Grameena Vikas Bank, Arunachal Pradesh Rural Bank, Kaveri
Grameena Bank, Chhattisgarh Gramin Bank, Deccan Grameena Bank, Ellaquai
Dehati Bank, Meghalaya Rural Bank, Krishna Grameena Bank, Langpi Dehangi
Rural Bank, Madhyanchal Gramin Bank, Malwa Gramin Bank, Mizoram Rural
Bank, Marudhara Gramin Bank, Nagaland Rural Bank, Purvanchal Gramin
Bank, Saurashtra Gramin Bank, Utkal Grameen Bank, Uttarakhand Gramin
Bank, Vananchal Gramin Bank, Parvatiya Gramin Bank (ceased to be an
Associate w.e.f. February 15, 2013), Samastipur Kshetriya Gramin Bank
(ceased to be an Associate w.e.f. October 15, 2012) and Vidisha Bhopal
Kshetriya Gramin Bank (ceased to be an Associate w.e.f. October 8, 2012) and
others i.e. SBI Home Finance Limited (which is currently under liquidation),
the Clearing Corporation of India Limited and Bank of Bhutan Limited
Associate Banks The associate banks of the Bank namely, the State Bank of Bikaner and Jaipur,
the State Bank of Hyderabad, the State Bank of Mysore, the State Bank of
Patiala and the State Bank of Travancore
CAIIB Certified Associate of the Indian Institute of Banking & Finance
CENMAC The central management committee of the Bank
“Central Board” or “Board” The central board of directors of the Bank
CPCC Credit Policy and Procedures Committee of the Bank
Chairman The chairman of the Bank
Chief Credit and Risk Officer The chief credit and risk officer of the Bank
Chief Development Officer The chief development officer of the Bank
Chief Financial Officer The chief financial officer of the Bank
Chief Information Officer The chief information officer of the Bank
Deputy Managing Director(s) The deputy managing director(s) of the Bank
Directors The directors on the Central Board
ECCB The executive committee of the Central Board
Equity Shares Equity shares of face value ` 10 each of the Bank FIBU Financial Institution Business Unit of the Bank
16
Term Description
Financial Statements The audited consolidated and unconsolidated financial statements of the Bank for the fiscal years 2011, 2012 and 2013, and the unaudited limited reviewed
consolidated and unconsolidated financial results of the Bank for the six months
ended September 30, 2013, prepared in accordance with Indian GAAP,
guidelines issued by the RBI from time to time and practices generally
prevailing in the banking industry in India
Group State Bank of India and its Subsidiaries, Associates and Joint Ventures
Joint Ventures The joint ventures of the Bank namely, GE Capital Business Process Management Services Private Limited, C-Edge Technologies Limited,
Macquarie SBI Infrastructure Management Pte. Limited, Macquarie SBI
Infrastructure Trustees Limited, SBI Macquarie Infrastructure Management
Private Limited, SBI Macquarie Infrastructure Trustees Private Limited, Oman
India Joint Investment Fund - Management Company Private Limited and
Oman India Joint Investment Fund-Trustee Company Private Limited
I&MA The Bank’s inspection and management audit department
ICAAP A Group Internal Capital Adequacy Assessment Process
Managing Director(s) The managing director(s) of the Bank
Promoter The promoter of the Bank namely, the President of India acting through the
Ministry of Finance, Government of India
RMCB The risk management committee of the Central Board
SAMG Stressed Assets Management Group of the Bank
SBI Act The State Bank of India Act, 1955
SBI General Regulations The State Bank of India General Regulations, 1955
SGCB Shareholders' and Investors' Grievance Committee of the Board
Subsidiaries The subsidiaries of the Bank namely,
the domestic banking subsidiaries i.e., State Bank of Bikaner and Jaipur, State
Bank of Hyderabad, State Bank of Mysore, State Bank of Patiala and State
Bank of Travancore;
the domestic non-banking subsidiaries i.e., SBI Capital Markets Limited, SBI
DFHI Limited, SBI Mutual Funds Trustee Company Private Limited, SBICAP
Securities Limited, SBICAPS Ventures Limited, SBICAP Trustees Company
Limited, SBI Cards and Payment Services Private Limited, SBI Funds
Management Private Limited, SBI Life Insurance Company Limited, SBI
Pension Funds Private Limited, SBI - SG Global Securities Services Private
Limited, SBI Global Factors Limited, SBI General Insurance Company Limited
and SBI Payment Services Private Limited;
the foreign banking subsidiaries i.e., SBI (Mauritius) Limited., State Bank of
India (Canada), State Bank of India (California), Commercial Indo Bank LLC,
(formerly known as Commercial Bank of India LLC), PT Bank SBI Indonesia
and Nepal SBI Bank Limited; and
the foreign non-banking subsidiaries i.e., SBICAP (UK) Limited, SBI Funds
Management (International) Private Limited and SBICAP (Singapore) Limited
Issue Related Terms
Term Description
Allocated /Allocation The allocation of the Equity Shares following the determination of the Issue
Price to QIBs on the basis of the Application Forms submitted by them, in
consultation with the Book Running Lead Managers and in compliance with
Chapter VIII of the SEBI Regulations
Allotment/Allotted/Allot Unless the context otherwise requires, the allotment and issue of the Equity
Shares pursuant to the Issue
Allottees QIBs to whom the Equity Shares of the Bank are issued and Allotted pursuant
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Term Description
to the Issue
Application Form The form (including any revisions thereof) pursuant to which a QIB shall
submit a Bid for the Equity Shares in the Issue
Application An offer by a QIB pursuant to the Application Form for subscription of the
Equity Shares under the Issue
Bid(s) Indication of interest of a QIB, including all revisions and modifications
thereto, as provided in the Application Form, to subscribe for the Equity Shares
in the Issue
Bid/Issue Closing Date January 30, 2014 which is the last date up to which the Application Forms shall
be accepted
Bid/Issue Opening Date January 28, 2014
Bid/Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date
inclusive of both dates, during which the QIBs can submit their Bids
Book Running Lead Managers Citigroup Global Markets India Private Limited, Deutsche Equities India
Private Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital
Markets (India) Private Limited, J.P. Morgan India Private Limited, SBI
Capital Markets Limited and UBS Securities India Private Limited. SBI Capital
Markets Limited shall be involved only in the marketing of the Issue
CAN/Confirmation of Allocation
Note
The note or advice or intimation to not more than 49 QIBs confirming the
Allocation of the Equity Shares to such QIBs after discovery of the Issue Price
and requesting payment for the entire applicable Issue Price for the Equity
Shares Allocated to such QIBs
Closing Date The date on which Allotment of the Equity Shares pursuant to the Issue shall be
made, i.e. on or about February 3, 2014
Cut-off Price The Issue Price of the Equity Shares which shall be finalised by the Bank in
consultation with the Book Running Lead Managers
Designated Date The date of credit of the Equity Shares to the QIB’s demat account, as
applicable to the respective QIBs
Escrow Agreement Agreement dated January 28, 2014 executed between the Bank, the Book
Running Lead Managers and the Escrow Collection Bank in relation to the
Issue
Escrow Account
A special bank account entitled “State Bank of India - QIP Escrow Account”
opened by the Bank with the Escrow Collection Bank in terms of the Escrow
Agreement into which the application monies payable by QIBs in connection
with subscription to the Equity Shares shall be deposited
Escrow Collection Bank State Bank of India, Capital Market Branch, Mumbai
Floor Price The floor price of ` 1,629.35 for the Equity Shares, which has been calculated in accordance with Chapter VIII of the SEBI Regulations. In terms of the SEBI
Regulations, the Issue Price cannot be lower than the Floor Price. The Bank has
offered a discount of 3.95% on the Floor Price in terms of Regulation 85 of the
SEBI Regulations
Issue The offer and placement of 51,320,436 Equity Shares to QIBs, pursuant to
Chapter VIII of the SEBI Regulations aggregating to ` 80,316.48 million Issue Price ` 1,565 per Equity Share Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
Mutual Fund Portion 10% of the Equity Shares proposed to be Allotted in the Issue, which is
available for Allocation to Mutual Funds
OCBs Overseas corporate bodies
Pay-in Date Last date specified in the CAN sent to QIBs, by which the Issue Price for the
Equity Shares Allocated has to be paid
Placement Agreement Placement agreement dated January 28, 2014 between the Bank and the Book
Running Lead Managers
Placement Document This placement document dated January 30, 2014 issued by the Bank in
accordance with the provisions of Regulation 84 in Chapter VIII of the SEBI
Regulations
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Term Description
Preliminary Placement Document The preliminary placement document dated January 28, 2014 issued by the
Bank in accordance with Chapter VIII of the SEBI Regulations
QIB or Qualified Institutional
Buyer
A qualified institutional buyer as defined under Regulation 2(1)(zd) of the SEBI
Regulations
QIP Qualified institutions placement under chapter VIII of the SEBI Regulations
Qualified Purchaser or QP A qualified purchaser as defined in Section 2(a)(51) and related rules of the
Investment Company Act
Relevant Date January 28, 2014, being the date of the meeting in which a committee of
Directors (duly authorised by the ECCB), decides to open the Issue
Stock Exchanges The BSE, the NSE, the MSE, the CSE, the DSE and the ASE
U.S. QIBs Qualified Institutional Buyers as defined in Rule 144A under the Securities Act
Conventional and General Terms/ Abbreviations
Term/Abbreviation Full Form/Description
AFS Available for Sale
AGM Annual General Meeting
AIF Alternative Investment Funds as defined in the Securities and Exchange Board
of India (Alternative Investment Funds) Regulations, 2012
ARCIL Asset Reconstruction Company (India) Limited
AML Anti-Money-Laundering
AMTs Account Management Teams
AS Accounting Standards issued by the Institute of Chartered Accountants of India
or any other competent body authorised as per any law in India to issue such
standard(s)
ASCBs All Scheduled Commercial Banks
ASE Ahmedabad Stock Exchange Limited
ATM Automated Teller Machines
AY Assessment Year
Banking Companies Act Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970
Banking Regulation Act Banking Regulation Act, 1949
Basel II Revised framework on “International Convergence of Capital Measurement and
Capital Standards” by Bank for International Settlements
Basel III A global regulatory framework for more resilient banks and banking systems
(December 2010 (rev. June 2011)) published by the Bank for International
Settlements
RBI issued guidelines on the implementation of Basel III capital regulations in
India on May 2, 2012
BCs Business Correspondents
BCA Baseline Credit Assessment
BFS Board for Financial Supervision
BIFR The Board for Industrial and Financial Reconstruction established under the
SICA
Bn/Billion Billion
BOLT BSE On-line Trading
BPLR The benchmark prime lending rate, based on cost of funds, cost of business
operations, provisions and yield curve expectations
BSE BSE Limited
CAD Current Account Deficit
CARE Credit Analysis and Research Limited
CAS The Bank’s Credit Audit System
CASA Current and Savings Account
Category III foreign portfolio
investor(s)
Includes all other investors who are not eligible under category I and category II
foreign portfolio investors (as defined under the SEBI (FPI) Regulations) such
as endowments, charitable societies, charitable trusts, foundations, corporate
19
Term/Abbreviation Full Form/Description
bodies, trusts, individuals and family offices
CDR Corporate Debt Restructing
CDRM Corporate Debt Restructuring Mechanism
CDSL Central Depository Services (India) Limited
Civil Code The Code of Civil Procedure, 1908
Companies Act The Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon the notification of the Notified Provisions of the
Companies Act, 2013) and the Notified Provisions of the Companies Act, 2013
Companies Act, 1956 The Companies Act, 1956
Companies Act, 2013 The Notified Provisions of the Companies Act, 2013
CPI Consumer Price Index
CRAR Capital to Risk Weighted Assets Ratio
CRISIL CRISIL Limited
CRR Cash Reserve Ratio
CSE Calcutta Stock Exchange Limited
DBTL Direct Benefit Transfer for Liquefied Petroleum Gas, a scheme launched by the
Ministry of Petroleum and Natural Gas, GoI
Depositories Act The Depositories Act, 1996
Depository A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
DP/Depository Participant A depository participant as defined under the Depositories Act, 1996
DRT Debt Recovery Tribunal established under the Recovery of Debts Due to Banks
and Financial Institutions Act, 1993
DSE Delhi Stock Exchange Limited
EEFC Exchange Earners Foreign Currency
Equity Listing Agreement(s) The equity listing agreements entered by the Bank with each of the Stock
Exchanges
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII A foregin institutional investor who is registered under the SEBI FII
Regulations
Fitch Fitch Ratings Limited
Foreign Portfolio
Investor(s)/FPI(s)
A person who satisfies the eligibility criteria prescribed under Regulation 4 of
the SEBI (FPI) Regulations and has been registered under Chapter II of the
SEBI (FPI) Regulations, which shall be deemed to be an intermediary in terms
of the provisions of the SEBI Act.
Provided that any foreign institutional investor or qualified foreign investor who
holds a valid certificate of registration shall be deemed to be a Foreign Portfolio
Investor till the expiry of the block of three years for which fees have been paid
as per the SEBI FII Regulations
FSR Financial Strength Rating
FVCI A foreign venture capital investor as defined and registered with the SEBI under
the Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
GAAP Generally Accepted Accounting Principles
GAAR General Anti Avoidance Rules
GDP Gross Domestic Product
GDR Global Depositary Receipt
Ghosh Committee The Committee to enquire into various aspects of frauds and malpractices in
banks
GIR Number General Index Registry Number
GoI Government of India
HFT Held for Trading
20
Term/Abbreviation F
