Infosys Limited · NSE:INFY
Infosys — Infosys Technologies — Shareholder Meeting (November 2006)
21 slides from Infosys's shareholder meeting presentation, Nov 7, 2006
Slide 1: Extraordinary General Meeting
Extraordinary General Meeting Infosys |25"
Slide 2: Intended only for Indian equity shareholders
THIS PRESENTATION IS INTENDED ONLY FOR INDIAN EQUITY SHAREHOLDERS OF INFOSYS TECHNOLOGIES LIMITED AND NOT THE PUBLIC AT LARGE
Slide 3: Sponsored Secondary ADS Program
Sponsored Secondary ADS Program Balakrishnan V. Chief Financial Officer
Slide 4: The Journey So Far
THE JOURNEY SO FAR
Slide 5: The journey so far
The journey so far » 1999 – We became the first company from India to get listed on the US capital markets » To increase brand equity of Infosys - US is the largest IT spender » To create a currency for issue of dollar-denominated ESOP to employees » To create a currency for acquisitions » 2003 and
Slide 6: What does Sponsored Secondary ADS program mean?
What does Sponsored Secondary ADS program mean? » Conversion of existing domestic equity shares into ADSs » Allows shareholders in India to convert and sell their equity shares in the US market and realize the proceeds, net of issue expenses » There will be no additional issue of any equity shares b
Slide 7: Our earlier sponsored secondary ADS programs
Our earlier sponsored secondary ADS programs
Slide 8: 2003 – ADS Program
2003 – ADS Program » Announced in December 2002 and concluded in July 2003 » The program was for 24 mn equity shares (equivalent to 24 mn ADS) * » The ADSs were priced at US$ 12.25*/ADS on July 31, 2003 » Gross proceeds from the issue was US$ 294 mn » The net issue expense was 3.98% of the gross pro
Slide 9: 2005 – ADS Program
2005 – ADS Program » Announced in November 2004 and concluded in June 2005 » The program was for 32 mn equity shares (equivalent to 32 mn ADSs) * » The ADSs were priced at US$ 33.50*/ADS on May 26, 2005 » Gross proceeds from the issue was US$ 1.07 billion » The net issue expense was 1.89% of the gro
Slide 10: The Current ADS program
The Current ADS program The Board met on October 11, 2006 and approved » Sponsorship of an secondary ADS issue up to 30mn shares (equivalent to 30 mn ADSs) » Formation of Board committee to enable the sponsored program » Pricing will be determined by the lead underwriters as per RBI guidelines » All
Slide 11: Appointment of investment banks
Appointment of investment banks Global Book Runners » ABN AMRO Rothschild » Banc of America Securities LLC » Deutsche Bank Securities Inc. » Goldman Sachs (Asia) L.L.C. » J.P. Morgan Securities Inc. » Nomura Singapore Limited » UBS AG The ADS program may include a POWL issue (Public Offer Without Li
Slide 12: Government of India approvals
Government of India approvals » We applied to the FIPB on October 12, 2006 and we received the approval on November 6, 2006 » No other approvals are required for this sponsored program, in India
Slide 13: Shareholders approval
Shareholders approval » As per the operative guidelines issued by the RBI, the sponsorship of ADSs requires the approval of the shareholders » The Board on October 11, 2006 decided to convene the EGM on November 7, 2006 » The necessary resolutions are before the shareholders for approval
Slide 14: The process from here...
The process from here...
Slide 15: The process…
The process… » File Registration Statement in Form F-3 with SEC » Complete the Registration Statement filing process with SEC » Create an escrow mechanism for shareholders to deposit their shares in India » Send the letter of invitation to all the shareholders in India » Fix a specified date to iden
Slide 16: …The process
…The process » Road show to market the ADSs » Price the ADSs » Eligibility is pro-rata to the holdings of the shareholders » Excess shares offered in the escrow account will be returned to the shareholders » The proceeds are repatriated to India and will be distributed to the shareholders, net of is
Slide 17: Current regulations in India… (RBI)
Current regulations in India… RBI » As per the current regulations of RBI, shareholders who participate in the secondary program can retain the proceeds in foreign currency accounts in India
Slide 18: …Current regulations in India (Income Tax)
…Current regulations in India Income Tax » Equity shares which are settled on a recognized stock exchange in India are entitled to preferential capital gains tax rates of 0% for long-term capital gains and 10% for short-term capital gains plus applicable surcharge. However, such transactions attract
Slide 19: Summary
Summary Total outstanding shares as of Sept 30, 2006 55,57,85,001 ADS’s outstanding as of Sept 30, 2006 7,75,41,015 % of free float in the US 13.95% The maximum number of shares offered in the 3,00,00,000 proposed Sponsored Secondary ADS Program % of free float in the US after the proposed maximum 1
Slide 20: Thank You
Thank You www.infosys.com
Slide 21: Registration Statement notice
A Registration Statement relating to these securities will be filed with the Securities and Exchange Commission. These securities may not be sold nor offers to buy be accepted prior to the time the Registration Statement becomes effective. This communication shall not constitute an offer to buy nor
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