GOVERNMENT OF INDIA

MINISTRY OF FINANCE

DEPARTMENT OF DISINVESTMENT

Invitation to Register Interest for acquiring shares of Maruti Udyog Limited (MUL)from the Government of India

This announcement is neither a prospectus nor an offer or invitation to subscribe for or purchase the shares of Maruti Udyog Limited, nor should it be taken to be a recommendation with respect to the said shares. Securities may not be offered or sold in any jurisdiction except in compliance with applicable securities laws. This announcement may not be taken or transmitted into any jurisdiction where such transmission is illegal. The Institutions submitting an Expression of Interest should assess the risks associated with investments in equity shares and make their own investment decisions, neither the GoI nor the Advisors to the GoI make any recommendation in this regard.

 Please refer to our announcement in The Financial Express and The Economic Times dated the 22^nd February 2007.

REQUEST FOR EXPRESSION OF INTEREST

 1.             INTRODUCTION

 The President of India acting through and represented by the Joint Secretary, Department of Heavy Industry, Ministry of Heavy Industries and Public Enterprises, Government of India (“GoI”) holds 2,96,79,709 equity shares of face value Rs. 5 (Rupees five) each in Maruti Udyog Limited (“MUL”) representing 10.27% of MUL’s issued and paid-up equity share capital and intends to sell all or part of its shareholding in MUL to Indian Public Sector Financial Institutions, Public Sector Banks and Indian Mutual Funds registered with the Securities and Exchange Board of India (hereinafter referred to as “Institutions”). GOI will disinvest the said shares through a competitive bidding process.

SBI Capital Markets Limited and Kotak Mahindra Capital Company Limited have been jointly appointed as Advisors to the Government of India for this transaction.

Expressions of Interest are invited from Institutions that are eligible and are interested in acquiring the said shares from the GoI.  Only those Institutions that have registered with the GOI by submitting their Expressions of Interest and are found eligible to bid by the GOI will be informed about the further process of the transaction.

2.            SUBMISSION OF EXPRESSION OF INTEREST

 Interested Institutions may submit Expressions of Interest to Shri S.K.Nag, Deputy Secretary, Department of Disinvestment, Room No.210, II Floor, Block No.11, CGO Complex, New Delhi-110 003.

 GOI reserves the sole right to accept or reject any or all Expressions of Interest without assigning any reasons.

 Together with the Expression of Interest, the following details are to be sent:

           (a)     Name & Address of the Institution registering the Expression of Interest.

(b)     Name and designation of contact person and his Tel No., Fax No. & E mail address.

(c)     Name and designation of the authorized signatory and his Tel No., Fax No. & E mail address.

(d)     Present shareholding of the Institution in the equity shares of MUL.

(e)     Shareholding pattern of the Institution to indicate that the Institution has public sector character. (not applicable to Mutual Funds registered with SEBI).

(f)       Details in relation to the following parameters:

In addition, the Institutions expressing interest must also submit the following certificates:

(i)                  Certificate from the Authorised Signatory confirming that it is a Public Sector Financial Institution/ Public Sector Bank or a Mutual Funds registered with the Securities and Exchange Board of India;

(ii)                Certificate from the Authorised Signatory confirming that the Institution is not restricted from making investments, buying, selling or dealing in equity shares including the equity shares of Maruti Udyog Limited.

(iii)               Certified true copy of the registration certificate issued by SEBI in case of Mutual Funds.

Mutual Funds are required to apply by way of a consolidated EOI for schemes under management under this advertisement.

(iv)              In case of Public Sector Financial Institutions and Public Sector Banks, copy of the Net worth as per last audited financial statement and certified by the authorized signatory of the Institution registering the EOI. 

The GOI in its absolute discretion may include additional evaluation parameters and decide on the eligibility based on the mentioned parameters to ascertain the list of eligible Institutions that will be invited to submit financial bids.

3.             DISQUALIFICATIONS

The GoI may not consider for the purpose of qualification, an Expression of Interest, which is found to be incomplete in content and/or the required supporting documentation and/or authentication.

Without prejudice to any other rights or remedies available to the GoI, an investor may be disqualified and its Expression of Interest dropped from further consideration for any reason whatsoever including those listed below: -

(i)                  Misrepresentation of information by such investor in the Expression of Interest;

(ii)                Failure by such investor to provide the information required to be provided in the Expression of Interest;

(iii)               Any conditions imposed in the Expression of Interest or non-standard formats used for making of the Expression of Interest by investors.

4.         TIME PERIOD AND PLACE OF SUBMISSION OF EXPRESSION OF INTEREST

The Expression of Interest should be submitted, marking the envelope with “Expression of Interest for participation in MUL" to Shri S.K.Nag, Deputy Secretary, Department of Disinvestment, Ministry of Finance, Government of India, Room No. 210, Block 11, CGO Complex, New Delhi-110003 by no later than 1700 hours on March 9, 2007 (Friday). Expressions of Interest will only be accepted, if delivered in a closed envelope and to the concerned official mentioned above, by hand delivery. No facsimile or email or any other form of electronic transmission will be accepted. Any Expression of Interest received after such date and time shall be summarily rejected.

5.            ELIGIBLE INSTITUTIONS

On receipt of the Expressions of Interest from the Institutions, the GOI in consultation with the Advisors will decide the Institutions that are eligible to further participate in the transaction.  Only such Institutions will be invited to submit financial bids.   

6.            OTHER CONDITIONS OF THE TRANSACTION

6.1      Bid Size 

              The minimum bid value is Rs. 10 crore (number of shares bid multiplied by bid price).

  The maximum bid size is 2,96,79,709 shares.

 6.2     Restriction on maximum holding of shares in MUL  

Each of the Institutions can hold shares up to 10% of the total paid up capital of MUL.  At the time of submission of bids, Institutions shall indicate their exact shareholding in MUL.   The Institutions acknowledge and agree that based on the information provided by the Institution, the GOI shall transfer such number of shares in this transaction to the Institutions so as to ensure that the individual shareholding of such Institution does not exceed the aforesaid 10% limit. Institutions receiving shares through this transaction would have deemed to have represented to the GOI that the acquisition of such shares will not result in their shareholding in MUL exceeding the aforesaid 10% limit.

6.3    Settlement of transaction :

  (a)            PAY IN OF FUNDS:  

GOI will intimate the Institutions whose bids have been successful and the amounts payable by such Institution.  Pay in shall be made by a demand draft/ banker’s cheque payable at New Delhi within three business days of the date of intimation by the GOI and no later than the designated date as notified by the GOI. Institutions would also have to provide the details of their Depository Participant account to ensure that the delivery is completed.

  (b)            DELIVERY OF SHARES:

                        The GoI shall endeavor to deliver the shares only to the dematerialized accounts of the successful Institutions within 2 business days of the receipt of the funds by the GOI.

                        Shares transferred to Institutions pursuant to this process would be freely transferable and shall not be subject to any restrictions on lock-in.

6.4       Pricing and Allocation

The shares would be sold to the bidders who would quote the highest price and then proceed to the second highest and so on with the GOI reserving the right and discretion to sell only a part of the shares offered for sale. The Government also reserves its right to reject any or all the bids received without assigning any reason.

7.          Termination or  Withdrawl

The GoI reserves the right to terminate or withdraw the transaction at any point of time at its sole discretion.  Financial bids shall be binding and Institutions shall not be permitted to withdraw their financial bids at any point of time.

8.            ENQUIRIES

Contact Persons and numbers:

The GoI, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited reserve the right not to respond to question (s) raised or provide clarifications sought, in their sole discretion, if it is considered that it would be inappropriate to do so. Nothing in this section shall be taken or read as compelling or requiring GoI, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited to respond to any question or to provide any clarification.

9.    GOVERNING LAWS/JURISDICTION

All matters relating to this transaction shall be governed by the laws of Union of India. Only Courts at New Delhi (with exclusion of all other Courts) shall have the jurisdiction to decide or adjudicate on any matter, which may arise.

________________________________________________________________________

Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited are acting solely for the GoI and no other party in connection with the proposed divestment process and will not be responsible or liable to any other person for any matters in relation to this sale process. 

This announcement does not constitute a commitment on the part of the GoI, Kotak Mahindra Capital Company Limited or SBI Capital Markets Limited.  Furthermore, this announcement confers neither the right nor expectation on any party to be selected to participate in the divestment process. The GoI, reserves the right to accept/reject any offer at any stage of the sale process and/or withdraw the sale process or any part thereof or to vary any of its terms at any time without giving any reason.

GOVERNMENT OF INDIA

MINISTRY OF FINANCE

DEPARTMENT OF DISINVESTMENT

.

 

Investor category	Parameters
Public Sector Financial Institutions and Public Sector Banks	·1 Capital market exposure limit for Financial Year 2007 as approved by the board of directors/committees of the respective banks ·2 Actual capital market exposure on December 31, 2006 as certified by the authorized signatory of the institution ·3 Peak capital market exposure at the end of any month during Financial Year 2007
Insurance companies and financial institutions	·1 Equity investments in listed stocks on December 31, 2006 as certified by the authorized signatory of the institution
Indian Mutual Funds	·2 Equity assets under management on December 31, 2006 as certified by the authorized signatory of the institution

We attach the following documents as stipulated:

 

Certificate from the Authorised Signatory confirming that it is a Public Sector Financial Institution/ Public Sector Bank or a Mutual Funds registered with the Securities and Exchange Board of India: Annexure II

 

Certificate from the Authorised Signatory confirming that the Institution is not restricted from making investments, buying, selling or dealing in equity shares including the equity shares of Maruti Udyog Limited : Annexure III

 

Certified true copy of the registration certificate issued by SEBI in case of Mutual Funds: Annexure IV

 

In case of Public Sector Financial Institutions and Public Sector Banks, copy of the Net worth as per last audited financial statement and certified by the authorized signatory of the Institution registering the EOI: Annexure IV

 

                                                                                                                          Yours faithfully,

b) Insurance companies and financial institutions

Rs. Crore

c) Indian Mutual Funds

Annexure II

Annexure III

Annexure IV

Please enclose as applicable:

Certified true copy of the registration certificate issued by SEBI .

Copy of the Net worth as per last audited financial statement and certified by the authorized signatory of the Institution registering the EOI .