H.O: Vellayambalam, Thiruvananthapuram- 695033

(Incorporated under the State Financial Corporations Act No.LXIII OF 1951)

H.O: VELLAYAMBALAM, THIRUVANANTHAPURAM- 695033

Phone:2318319(7 Lines) Fax:2311750, 2318541, 2313813, 2722090

e-mail: ; website: www.kfc.org

NOTICE INVITING EXPRESSION OF INTEREST (EOI) FOR APPOINTMENT OF MERCHANT BANKERS

FOR PRIVATE PLACEMENT OF TAXABLE SECURED REDEEMABLE BONDS OF Rs.100 CRORE WITH A GREEN SHOE OPTION TO RETAIN Rs.100 CRORE

KERALA FINANCIAL CORPORATION

Table of contents

Sl. No. Particulars Page No.

01 About KFC 3

02 & 03 Proposed borrowing program & details of instrument 3

04 Scope of work 4

05 Criteria for Pre-qualification and Financial quotations 4

06 Procedure 6

07 Schedule of events 7

08 Annexure – I [Format of CA Certificate] 8

09 Annexure – II [Format for pre-qualification application] 9

10 Annexure – III [Format for Quotation of fee and coupon rate 10

for bonds]

Kerala Financial Corporation

Appointment of Merchant Bankers as Arrangers

1. ABOUT KFC

The Kerala Financial Corporation (KFC) is established under Section 3 of SFCs Act 1951 by the Government of Kerala in 1953. KFC is engaged in providing finance mainly to MSME segment in the State of Kerala and functions as a state level development finance institution. KFC has 16 branch offices across Kerala with its Head office at Thiruvananthapuram. The composition of shareholders as on March 31,2011 is furnished below.

Since inception, KFC has sanctioned around Rs.4700 crore to more than 41300 units . The resources of the Corporation are met mainly through refinance from SIDBI and other banks / FIs, besides plough back from business.During the FY ended March 31, 2011, Corporation has achieved a net profit of Rs.36.40 crore on a Gross income of Rs.166 crore.

2. KFC’s PROPOSED BORROWING PROGRAMME:

KFC intends to mobilize Rs. 100 crore through private placement of bonds with a Green Shoe Option to retain Rs.100 crore for augmenting the resources for its operations. The bonds would be secured with unconditional, irrevocable guarantee of Govt. of Kerala. Further the bonds would be redeemable, non-convertible, taxable and in the nature of debentures.

3. DETAILS OF THE INSTRUMENT

4. SCOPE OF WORK:

For mobilising funds, KFC desires to appoint the merchant banker/s as arrangers. The scope of work of the Merchant Banker comprises the following:

i.  To underwrite the full issue, so as to ensure that full issue is subscribed.

ii.  The merchant banker will ensure that they will abide by the SEBI (Issue and Listing of Debt Securities) regulations and also make necessary disclosures regarding underwriting arrangements in the offer document.

iii. To identify the investors, make presentation to them on behalf of the KFC, interact with them, supply them necessary documents, reply the investors’ queries, and furnish information as authorized by KFC, make arrangement for meeting the investors etc.

iv. To collect the applications from the investors with necessary documents and deposit the application money with the collecting Banker/s under intimation to KFC.

v. To liaise with Stock Exchange for listing the bonds.

vi. To liaise with the NSDL and CDSL for issuing the bonds in demat form

vii. To liaise with Collecting Bankers, keep a watch on the collection of funds and report the collection figures to KFC.

viii. To suggest mid course corrective action/draw up strategies, if necessary, in consultation with KFC to make the issue a success.

ix. To finalise subscription list with all necessary documents to enable KFC in allotment of Bonds.

5. CRITERIA FOR PRE-QUALIFICATION AND FINANCIAL QUOTATIONS

i. Mere issue of documents for EOI does not qualify a Merchant Banker for appointment. The applications, which do not satisfy the eligibility criteria mentioned hereunder are liable to be rejected.

ii. The Merchant Banker shall hold valid SEBI registration certificate (preferrably as Category I Merchant Banker) and registration shall be valid during the bond mobilisation period.

iii. The Merchant Banker shall enclose a Demand Draft/Banker’s Cheque for Rs. 5.00 lakh [Rupees Five lakh only] drawn on any scheduled commercial bank in favour of “Kerala Financial Corporation” payable at Thiruvananthapuram towards EMD along with the Pre-qualification application. The EMD will not carry interest. The offer received without the required EMD will be summarily rejected.

iv. Non fulfillment of any of the pre-qualification criteria amounts to disqualification and document superscribed 'Quotation of fee and coupon rate' will not be opened. The EMD of those Merchant Bankers who do not fulfill the pre-qualification criteria will be returned. No joint quotation is allowed.

v. The EMD of the selected Merchant Banker/s will be retained till completion of funds Mobilisation. The selected Merchant Banker/s will have to deposit additionally an amount of Rs.5 lakhs towards performance guarantee. The EMD shall be forfeited if the selected Merchant Banker/s is/are not in a position to mobilise the required funds in the stipulated time at the agreed coupon rate.

vi. The KFC may disqualify the Merchant Banker/s at any stage, if it comes to the notice of KFC at a later date that any information(s)/certificate(s) furnished/produced by the Merchant Banker/s was factually incorrect/false.

vii. The KFC will open the pre-qualification application first. The 'Quotation of fee and coupon rate' of the qualified Merchant Bankers will be opened thereafter.

viii. Evaluation of the 'Quotation of fee and coupon rate' will be based on the discounted cost/ average cost, computed on the basis of coupon rate, arranger’s fees and underwriting fees, if any, quoted by the merchant banker and other evaluation criteria as decided by the in house Evaluation Committee constituted by the KFC.

ix. The fee and the coupon rate shall be firm till the targeted amount is mobilised.

x. The Merchant Banker/s shall be eligible for fees only if the entire issue amount of Rs. 100 crore is mobilised . In the event of non subscription of issue, KFC reserves the right to forfeit the EMD and the performance guarantee amount.

xi. The KFC reserves the right to reject all or any of the offers of the merchant bankers without assigning any reason. Moreover, the KFC is not bound to accept the lowest quotation for fee or coupon rate, or both, if, in the sole opinion of the KFC, it is considered necessary to protect the interest of KFC and in particular for the purpose of mobilisation of funds.

xii. The KFC, at its sole discretion, can reject the quotation for freak coupon rate, if in the opinion of the Evaluation Committee, the coupon quoted is freak. The Evaluation Committee considers the coupon rate as freak based on the prevailing G-Sec rate, the interest rates in the market for a similar rated paper of respective tenors and any other conditions prevailing then. The decision of the Evaluation Committee on deciding the freak interest rate shall be final.

xiii.  The pre-qualification application and 'Quotation of fee' documents shall be submitted in the format given in Annexure II and Annexure III respectively and they shall be signed by the authorised signatory of the Merchant banker. Copy of the authorisation letter from the Chief Executive/Governing Board of the Merchant banker shall be enclosed.

xiv.  Conditional quotation or joint quotation or in consortium containing coupon ranges and quotations not accompanied with the required documents will be rejected forthright.

xv.  In matters of dispute, the decision of the Chairman and Managing Director of KFC shall be final and binding on all parties.

xvi.  All cases / proceedings relating to any dispute or claim arising out of the tender shall be falling in proper court having jurisdiction in Thiruvananthapuram.

6. PROCEDURE:

i. The application and documents will be received at the Head Office of the KFC at the address mentioned below.

ii.  The applications, in the prescribed format shall be submitted in two separate sealed covers Super-scribed ‘pre-qualification application and ‘Quotation of fee and Coupon rate' thereupon, as the case may be, to

THE GENERAL MANAGER (F&M)

KERALA FINANCIAL CORPORATION

ASWATHY, VELLAYAMBALAM

THIRUVANANTHAPURAM-695033

KERALA.

Ph: 04712737777, Mob: 9496030120

iii. The name, address and telephone No/s of the merchant banker shall be printed on the cover.

iv. The Cover I shall contain the pre-qualification application. The Chartered Accountant’s Certificate certifying copy(ies) of the registration certificate issued by SEBI and details in support of mobilisation/subscription of bonds by the merchant bankers [as per Annexure – I] shall be enclosed to the pre-qualification application.

v.  The Demand Draft/Bankers Cheque towards EMD shall be enclosed to pre-qualification application.

vi.  The Cover II should contain the 'Quotation of fee and Coupon Rate'.

vii.  The EOI will not be accepted after the stipulated last date and time.

viii.  For evaluation of the 'Quotation of fee and coupon rate', the discounted cost/average cost for each merchant banker will be worked out considering the coupon rate, arranger’s fees and underwriting fees , if any. The selection of the merchant banker/s will be based on the discounted cost/ average cost, computed on the basis of coupon rate, arranger’s fees and underwriting fees, if any, quoted by the merchant banker and other evaluation criteria as decided by the in house Evaluation Committee constituted by the KFC. The KFC reserves the right to appoint the sole arranger or consortium of Arrangers for the mobilisation of the funds.

ix. KFC shall have right to issue addendum to tender document to clarify, amend, modify, supplement or delete any of the conditions, clauses or items stated therein. Each addendum shall form a part of the original invitation to tender.

x. Signed copy of the application inviting EOI with each page duly signed by the authorised official of the merchant Banker should be submitted as a token of acceptance of the terms and conditions.

xi. The KFC reserves the right to accept or reject any application without assigning any

reason thereof. No claim or complaint in this regard will be entertained by KFC.

xii. The KFC reserves the right to negotiate other terms and conditions with the selected

Merchant Banker/s and decide on the following:

(a) Fine tuning the coupon.

(b) Timing of bond issue.

(c) Any other terms and conditions.

xiii. The application will be opened in the presence of the representatives of the Merchant Banker present at the time of opening of the quotation as per schedule of events indicated in Para [7].

7. SCHEDULE OF EVENTS

1. Start date for issue of Application Form

16th Nov 2011

2. Last date/time for receipt of filled-in Application

*3.00 pm on 23rd Nov 2011

3. Date/time for opening of Cover – I Pre-qualification application in the presence of representatives of the Merchant Bankers present.

*11.00 am on 24th Nov 2011

4. Date/time for opening of Cover – II (Quotation of fee and Coupon Rate) in the presence of representatives of the Merchant Bankers present.

*11.00 am on 26th Nov 2011

5. Place of opening - Head Office of KFC, Vellayambalam, Thiruvananthapuram.

* Any change in the date and time of opening of the documents will be communicated to

the merchant bankers by e-mail.

ANNEXURE – I

[on the Letter Head of the Chartered Accountant]

Ref: ------

To:

The Chairman & Managing Director,

Kerala Financial Corporation,

Aswathy,

Vellayambalam,

THIRUVANANTHAPURAM 695 033.

C E R T I F I C A T E

This is to certify that based on the documents, evidences, mandates produced to us for verification, (name of the Merchant Banker)

participated in the mobilsation of a sum of Rs.………….crores (Rs. in

words……………………………………………) in bond issue of State Level Undertakings (SLUs)/ State Level Financial Institutions (SFIs) from 01.04.2009 to 31.03.2011 and the details are as follows:

01.04.2009 to 31.03.2011

For [Name of the Chartered Accountants firms]

Place: Name of the Chartered Accountant

Date: [Membership No.]

[Seal]

Note: Please enclose the letters issued by the issuers and provide the details of mobilisation in the following format

(Amount in Rs. crore)

Sl No :

Name and address of the issuer :

Date of opening the issue :

Total issue size :

Total Amount mobilized in the issue :

Amount mobilised/subscribed by the arranger :

Total :

ANNEXURE - II

FORMAT FOR PREQUALIFICATION APPLICATION

[on the Letter Head of the Merchant Banker]

1. Name :

2. Registered Office of the arranger with :

telephone, e-mail and fax numbers

3. Name of the contact person :

4. Address with telephone, fax no., e-mail :

of the contact person

5. SEBI Registration Particulars :

i. SEBI Registration No.and Category :

ii. Date of Registration (Original) (dd/mm/yy :

iii. Currency of the present Certificate: :

From (dd/mm/yy) :

To (dd/mm/yy) :

iv Copy of the Merchant Banking registration certificate duly attested by a practicing Chartered Accountant is enclosed:

Yes / No

6. Net worth of the Merchant banker (in Rs. crores) as per the audited financial statement as on 31.03.2011 and certified by a practicing Chartered Accountant

7. The amount subscribed on firm commitment basis in SLUs/SFIs bond issues, in the last two years from 01.04.2009 to 31.03.2011 Rs. ------crores

(to be certified by a practicing Chartered Accountant)

8. Copy of the Chartered Accountant’s Certificate [annexure-I] enclosed: Yes /No

9. Demand draft/banker’s cheque - No: Date:

(Towards EMD)

(Authorised Signatory, Name and Designation)

Signature with Seal

[Copy of the authorisation letter from the Chief Executive/Governing Board of the Merchant banker shall be enclosed.]