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Underwriting Agreement

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Title:

Underwriting Agreement

Entities:

Deutsche Bank Trust Company Americas; ICICI Bank Ltd.; Morgan Stanley Dean Witter

Date:

2005

Size:

Preview shows 7KB of 165KB total

Price:

$65

ID:

#856983

► Financing ► Underwriting Agreements
► Financial
► Financial ► Regional Banks

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ICICI BANK LIMITED

[] American Depositary Shares

Representing

[] Equity Shares

par value Rs. 10 per share

UNDERWRITING AGREEMENT

December , 2005

Merrill Lynch International
Morgan Stanley & Co. International Limited
Nomura International (Hong Kong) Limited
as Representatives of the several Underwriters

c/o Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
United Kingdom

Ladies and Gentlemen:

ICICI Bank Limited (the Company), a public limited company incorporated under the laws of the Republic of India (India), proposes to issue and sell equity shares par value Rs. 10 per share of the Company in connection with an ADS Offering and an Indian Offering (each as hereinafter defined). Equity shares of the Company are herein referred to as Equity Shares. The ADS Offering consists of an offering and sale of American Depositary Shares, each representing two Equity Shares, in the United States, Canada, Japan and certain other selected jurisdictions in the world other than India. The Indian Offering consists of a concurrent public offering of Equity Shares in India, subject to the rules and regulations of Securities and Exchange Board of India (SEBI) and applicable Indian law and a private placement of Equity Shares in certain other selected jurisdictions in the world other than the United States and Japan.

It is understood that:


	1.	The Company and you are entering into this Agreement providing for the purchase by the Underwriters named in Schedule I hereto (the Underwriters) for whom you are acting as representatives (the Representatives), an aggregate of [] American Depositary Shares (the Firm ADSs) and, at the election of the Underwriters, up to [] additional American Depositary Shares (the Optional ADSs). The Firm ADSs and the Optional ADSs are herein collectively referred to as the ADSs and the Equity Shares represented thereby as the Shares.

	2.	The Company and DSP Merrill Lynch Limited, JM Morgan Stanley Private Limited, ICICI Securities Limited and the other underwriters referred to therein (collectively, the Indian Underwriters) are concurrently entering into an underwriting agreement (the Indian Underwriting Agreement) providing for the underwriting by the Indian Underwriters of [] Equity Shares and, at the election of the Indian Underwriters in consultation with the Company, up to [] additional Equity Shares.

	3.	The ADS Offering includes a public offering without listing of ADSs in Japan (the Japanese POWL). The Japanese POWL will be made pursuant to the Japanese Registration Statement and the Japanese Prospectus (as hereinafter defined).

	4.	[The closing of the ADS Offering, including the Japanese POWL, is conditioned on the closing of the Indian Offering.]

All references to U.S. dollars, US$ or $ are to United States dollars and all references to Rs. are to Indian rupees.

In connection with the ADS Offering, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form F-3 (No. 333-129753), including a prospectus, relating to the Shares, represented by the ADSs. The registration statement as amended at the time it becomes effective, including all exhibits thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act at the time it became effective, and including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the Registration Statement; the prospectus in the form first used to confirm sales of ADSs (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the Prospectus. If the Company has filed an abbreviated registration statement to register additional shares of Equity Shares pursuant to Rule 462(b) under the Act (the Rule 462 Registration Statement), then any reference herein to the term Registration Statement shall be deemed to include such Rule 462 Registration Statement.

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