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«THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you ...»

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this

document or as to the action you should take, you are recommended to immediately seek your own personal financial advice from your

stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and

Markets Act 2000, who specialises in advising on the acquisition of shares and other securities.

This document is an admission document required by the rules of the AIM market of the London Stock Exchange plc (“AIM”). This document does not comprise a prospectus for the purposes of the Prospectus Rules made by the UK Listing Authority and it has not been seen and will not be examined or approved by the United Kingdom Listing Authority in accordance with such rules. This document has not been delivered to the Isle of Man Financial Supervision Commission for registration as a prospectus pursuant to section 38 of the Isle of Man Companies Act 1931 on the basis that the offer of Ordinary Shares constituted hereby is a “Private Placement” as defined in the Isle of Man Companies (Private Placements) (Prospectus Exemptions) Regulations 2000. This document and the Placing have not been approved by the Isle of Man Financial Supervision Commission or any other governmental or regulatory authority in or of the Isle of Man. Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Seymour Pierce Limited, Bucklersbury House, 3 Queen Victoria Street, London EC4N 8EL from the date of this document until one month from the date of Admission in accordance with rule 3 of the AIM Rules.

The Directors of Evolvence India Holdings Plc (the “Company”), whose names appear on page 8 of this document, as well as the Company itself, accepts responsibility for all the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information.

Application has been made for the Ordinary Shares, issued and to be issued pursuant to the Placing, to be admitted to trading on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. The rules of AIM are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Ordinary Shares to the Official List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange plc has not itself examined or approved the contents of this document. It is expected that Admission will take place, and dealings in the Ordinary Shares will commence on AIM, on 23 March 2007.

The whole text of this document should be read and your attention is drawn in particular to the section entitled “Risk Factors” in Part I of this document.

Evolvence India Holdings Plc (Incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931-2004 with registered number 118297C) Placing of 65,000,000 ordinary shares of 1p each at $1.00 per share and Admission to trading on AIM Nominated Adviser Broker and Lead Financial Adviser Seymour Pierce Limited Fairfax I.S. PLC Seymour Pierce Limited (‘‘Seymour Pierce’’) which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing and the proposed Admission. Seymour Pierce will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Seymour Pierce nor for providing advice in relation to the transactions and arrangements detailed in this document. The responsibilities of Seymour Pierce as the Company’s nominated adviser for the purposes of rule 17 of Part II of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any parts of this document. Seymour Pierce is not making any representation or warranty, express or implied, as to the contents of this document and accordingly without limiting the statutory rights of any recipient of this document, no liability is accepted by Seymour Pierce for the accuracy of any information or opinions contained in this document or for omissions of any material information for which it is not responsible.

Fairfax I.S. PLC (“Fairfax”), which is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively for the Company and no-one else in connection with the Placing and the proposed Admission. Fairfax will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Fairfax nor for providing advice in relation to the transactions or arrangements detailed in this document. Fairfax is acting for the Company as Broker and no one else in connection with the matters described in this document.

This document does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. Neither the United States Securities Exchange Commission nor any state securities commission or other regulatory authority has approved or disapproved of these securities or determined if this document is truthful or complete. Any representation to the contrary is a criminal offence. The Ordinary Shares may be offered or sold only in accordance with Rule 903 or 904 of Regulation S under the Securities Act in transactions exempt from, or not subject to registration under, the securities laws of the relevant jurisdictions. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada, no document in relation to the Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investment Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Ordinary Shares.

Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, in the United States of America, Canada, Australia or Japan or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S under the Securities Act) or to any national, citizen or resident of Canada, Australia or Japan. This document (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States of America, Canada, Australia or Japan, or in any country, territory or possession where to do so may lead to a breach of any legal or regulatory requirement.

No Ordinary Shares have been offered or sold, or will be offered or sold, to the public in any Member State of the European Economic Area which has implemented Directive 2003/71/EC (the “Prospectus Directive”) prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the relevant Member State or, where appropriate, approved by the competent authority in another Member State and notified to the competent authority in the relevant Member State, all in accordance with the Prospectus Directive except: (i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than A43,000,000; and (c) an annual net turnover of more than A50,000,000 as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

This document has not been registered with the Securities and Exchange Board of India (“SEBI”) and may not be distributed directly or indirectly in India or to Indian residents and the Ordinary Shares are not being offered and may not be sold directly or indirectly in India or to or for the account of any resident of India. The Ordinary Shares will neither be registered nor approved by SEBI nor by any other legal or regulatory authority in India.

For additional ownership restrictions, see “Ownership Restrictions” on page 34.


–  –  –

The above statistics assume that the Placing is subscribed in full.

Unless otherwise indicated, this document translates figures in U.S. Dollars into pounds sterling or vice versa, at the exchange rate of US$1 = £0.51.

–  –  –

Introduction EIH is an Indian private equity fund of funds holding company to be listed on AIM. The Directors believe that the public listing of EIH should provide investors with access to a diversified Indian private equity portfolio while mitigating issues usually associated with private equity investments, such as a lack of liquidity and relatively large minimum investment size.

India as an investment destination India has one of the fastest growing economies in the world. It has been expanding at an average rate of 6 per cent. per annum over the last ten years and the Asian Development Bank expects the economy to continue to grow over the next decade. A report on BRIC economies by Goldman Sachs in 2003 predicted that India will be the world’s third largest economy by the year 2050, behind only China and the United States. However, a report by the Asian Development Bank suggests that India may reach such a position on the basis of purchasing power parity in as little as ten years.

The Directors believe that India is an attractive investment destination due to, amongst others, the following factors: (i) rapid economic expansion led by the growth of the services sectors; (ii) an average economic growth of approximately 6 per cent. per annum over the last 25 years and the potential for double-digit growth in the future; and (iii) favourable demographics with a large, skilled working-age population.

Private equity in India The Directors believe that the Indian economy is on the verge of significant expansion and that private equity offers an attractive way of leveraging on India’s economic growth story. Private equity investment in India for the year ended 31 December 2006 amounted to approximately $7 billion.

Investment Structure of Evolvence India Holdings Plc It is intended that EIH will initially commit the Investible Funds, directly or indirectly through subscriptions

or acquisitions of existing interests, approximately:

• 70 per cent. of the Investible Funds to the Evolvence India Fund (of which approximately 31 per cent.

of the Investible Funds will be invested in alfa cell of the fund and approximately 39 per cent. will be invested in beta cell of the fund);

• 10 per cent. of the Investible Funds to the Evolvence India Life Science Fund; and • 20 per cent. of the Investible Funds to Direct Investments.

The Directors may alter the above allocation and/or commit the Investible Funds to other India focused private equity funds or otherwise among Investible Funds and Direct Investments depending on market conditions and the availability of investment opportunities.

EIH investment criteria

The Directors intend to use the following principal investment criteria in making their investment choices:

(i) a primary focus on India; (ii) a proven track record of achieving investment returns; (iii) a stable fund management team (teams that have been established for at least three years); (iv) a deal pipeline; and (v) a willingness to share co-investment opportunities.

Evolvence India Fund EIF currently has already committed or invested funds in 54 companies held through six underlying private equity funds in which EIF has invested directly or indirectly, as well as making co-investments in four of these companies on a co-investment basis. The EIF investment portfolio provides exposure to 38 unlisted companies and 16 publicly listed companies covering a number of industry sectors. The market capitalisations of the listed companies in which such investments have been made have risen in aggregate by approximately 85 per cent. and the value of investments in the unlisted companies and co-investments are estimated by EIF to have increased in value by approximately 53 per cent. and 56 per cent. respectively, resulting in an overall increase in value of approximately 62 per cent. EIF’s policy of co-investment allows for direct investment in Indian companies. The Directors believe that this enables Shareholders to leverage those Indian companies that have, in the opinion of the Directors, demonstrated exceptional growth, and gain access to deals in India.

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