Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE INDIA.

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SONA BLW PRECISION FORGINGS LIMITED

Our Company was originally incorporated as "Sona Okegawa Precision Forgings Limited" at New Delhi as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 27,1995, issued by the Registrar of Companies, NCT of Delhi and Haryana at New Delhi ("RoC") and commenced operations pursuant to the certificate of commencement of business dated November 16,1995 issued by the RoC. The name of our Company was changed to "Sona BLW Precision Forgings Limited" as approved by our Shareholders by way of a resolution dated June 28, 2013 and a fresh certificate of incorporation dated July 23, 2013, consequent upon change of name was issued by the RoC, For details in relation to the change in our Registered and Corporate Office of our Company, see "History and Certain Corporate Matters" beginning on page 200 of the Prospectus dated June 17, 2021 ("Prospectus") and filed with the RoC.

Registered and Corporate Office: Sona Ervdave, Village Begumpur Khatda, Sector 35, Gurugram, Haryana - 122004, India.
Telephone: +91 0124 476 8200;Contact Person: Ajay Pratap Singh. Vice President (Legal), Company Secretary and Compliance Officer; E-mail: investor@sonacomstar.com; Website: www.sonacomstar.com; Corporate Identity Number: U27300HR1995PLC083037
PROMOERS OF OUR COMPANY: SUN JAY KAPUR, SONA AUTOCOMP HOLDING PRIVATE LIMITED AND SINGAPORE VII TOPCO III PTE. LTD.
Our Company has filed the Prospectus dated June 17, 2021 with the RoC and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ('NSE') and BSE Limited ("BSE") and trading is expected to commence on June 24, 2021
BASIS OF ALLOTMENT

INITIAL PUBLIC OFFER OF 190,721,649 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF SONA BLW PRECISION FORGINGS LIMITED ("COMPANY") FOR CASH AT A PRICE OF Rs. 291 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 281 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING UP TO Rs. 55,500 MILLION COMPRISING A FRESH ISSUANCE OF 10,309,278 EQUITY SHARES AGGREGATING UP TO Rs. 3,000 MILLION BY OUR COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 180,412,371 EQUITY SHARES AGGREGATING UP TO Rs. 52,500 MILLION BY SINGAPORE VIITOPCO III PTE. LTD. ("SELLING SHAREHOLDER") AND SUCH EQUITY SHARES OFFERED BYTHE SELLING SHAREHOLDER, THE "OFFERED SHARES") (SUCH OFFER BY THE SELLING SHAREHOLDER. THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, THE "OFFER"). THE OFFER SHALL CONSTITUTE 32.70% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

OFFER PRICE: Rs. 291 PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH
ANCHOR INVESTOR OFFER PRICE: Rs.291 PER EQUITY SHARE
THE OFFER PRICE IS 29.10 TIMES OF THE FACE VALUE
Risks to Investors:
•   The five Book Running Lead Managers associated with the Offer have handled 23 public offers in the past three financial years out of which 8 offers closed below the offer price on listing date.
•   The Price/Earnings ratio based on diluted EPS for Fiscal 2021 for the Company at the upper end of the Price band is as high as 77.60 as compared to the average industry peer group PE ratio of 73.08 (excluding PE ratio of one industry outlier).
•   Weighted Average Return on Net Worth for Fiscals 2021, 2020 and 2019 is 35.0%.
•   Average Cost of acquisition of Equity Shares for the Selling Shareholder namely Singapore VII Topco III Pte. Ltd. is Rs. 32.34 and the Offer Price at the upper end of the Price Band is Rs. 291 per Equity Share.

 

BID/OFFER PERIOD
BID/OFFER OPENED ON MONDAY, JUNE 14, 2021
BID/OFFER CLOSED ON WEDNESDAY, JUNE 16, 2021

This Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 as amended ('SCRR') read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ('SEBI ICDR Regulations'). This Offer was made m accordance with Regulation 6(2) of the SEBI ICDR Regulations and through a Book Building Process wherein not less than 75% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs", and such portion, the "QIB Portion"). Our Company and the Selling Shareholder, in consultation with the Book Running Lead Managers, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ('Anchor Investor Portion'), out of which one-third was available for allocation to domestic Mutual Funds only, subject to valid Bids having been received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were available to be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Offer was available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer was available for allocation to Retail Individual Bidders) in accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All potential Bidders, other than Anchor Investors, were required to mandatory utilise the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account (including UPI ID in case of Retail Individual Bidder(s)) in which the corresponding Bid Amounts were blocked by the SCSBs or under the UPI mechanism, as applicable, to participate in the Offer, Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see 'Offer Procedure' beginning on page 428 of the Prospectus.

The Offer received 334,772 applications for 324,241,629 Equity Shares (prior to technical rejections) resulting in 1.70 times subscription as disclosed in Prospectus. The details of the applications received in the Offer from Retail Individual Investors. Non- Institutional Investors and QIBs are as under (before technical rejections):

SI. no Category No. of Applications applied No. of Equity Shares Shares Reserved as per Prospectus No. of times Subscribed 1.26 Amount (Rs.)
A Retail Individual Investors 333,344 24,125,550 19,072,164 1.26 7,026,858,285
B Non Institutional Investors 1,213 10,364,373 28,608,247 0.36 3,015,905,502
C Qualified Institutional Bidders (excluding Anchor Investors) 131 202,257,024 57,216,496 3.53 58,856,793,984
D Anchor Investors 84 87,494,682 85,824,742 1.02 25,460,952,963
Total 334,772 324,241,629 190,721,649 1.70 94,360,510,734

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at different Bid prices is as under:

SI. No Bid Price No. of Equity Shares % to Total Cumulative Total Cumulative % of Total
1 285 597,465 0.24 597,465 0.24
2 286 124,134 005 721,599 0.29
3 287 158,406 0.06 880,005 0.36
4 288 154,632 0.06 1,034,637 0.42
5 289 159,834 0.06 1,194,471 0.48
6 290 254,235 0.10 1,448,706 0.59
7 291 219,706,164 89.15 221,154,870 89.74
8 CUTOFF 25,296,408 10.26 246,451,276 100.00
TOTAL 246,451,278 100.00

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on June 21, 2021.

A. Allotment to Retail Individual Investors (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Investors, who have bid at cut-off or at the Offer Price of Rs. 291 per Equity, was finalized in consultation with BSE. This category has been subscribed to the extent of 1.08878 times (after technical rejections and including unsubscribed portion of the Non-Institutional Portion) The total number of Equity Shares Allotted in Retail Individual Bidders category is 21.235.926 Equity Shares to 319.928 successful applicants. The category-wise details of the Basis of Allotment are as under:

Category No. of Applications Received % of Total Total No. of Equity Shares Applied % to Total No. of Equity Shares Allotted per Bidder Ratio Total No. of Equity Shares Allotted
51 277,758 86 82 14,165,658 6127 51 1:1 14,165,658
102 22,024 688 2,246,448 9.72 87 1:1 1,916,088
1 194:223 19,160
153 5,733 1.79 877,149 3.79 124 1:1 710,892
1 37:50 4,242
204 3,605 1.13 735,420 3.18 161 1:1 580,405
1 61:100 2,199
255 2,143 0.67 546,465 236 198 1:1 424,314
1 130:271 1028
306 1,336 042 408,816 1.77 235 1:1 313,960
1 79:226 467
357 1,063 0.33 379,491 1.64 272 1:1 289,136
1 35:159 234
408 490 0.15 199,920 0.86 309 1:1 151,410
1 22:245 44
459 173 005 79,407 034 345 1:1 59,685
1 166:173 166
510 1,327 0.41 676,770 2.93 382 1:1 506,914
1 112:135 1,101
561 132 0.04 74,052 0.32 419 1:1 55,308
1 23:33 92
612 309 010 189,108 082 456 1:1 140,904
1 176:309 176
663 3,835 1.20 2,542,605 11.00 493 1:1 1,890,655
1 114:259 1,688
TOTAL 319,928 100.00 23,121,309 100.00 21,235,926

The above allotment includes 2,163,762 Equity Shares spilled over from the Non-Institutional Investors category.

B. Allotment to Non Institutional Investors (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Investors, who have bid at the Offer Price of Rs. 291 per Equity Share or above, was finalized in consultation with BSE This category has been subscribed to the extent of 0.35711 times. The total number of Equity Shares allotted in this category is 10,216,269 Equity Shares to 1.157 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample):

Category No. of Applications Received % of Total Total No. of Equity Shares Applied % to Total No. of Equity Shares Allotted per Bidder Ratio Total No. of Equity Shares Allotted
714 300 25.93 214,200 2.10 714 1:1 2,14,200
765 42 3.63 32,130 0.31 765 1:1 32,130
816 18 156 14,688 0.14 816 1:1 14,688
867 13 1.12 11,271 0.11 867 1:1 11,271
915 12 1.04 11,016 0.11 918 1:1 11,016
1377 22 1.90 30,294 0.30 1377 1:1 30,294
1428 20 1.73 28,560 0 28 1428 1:1 28,560
1479 1 009 1,479 001 1479 1:1 1,479
1530 22 1.90 33,660 0.33 1530 1:1 33,660
1581 2 0.17 3,162 0.03 1581 1:1 3,162
68442 1 0.09 68,442 0.67 68442 1:1 68,442
68697 5 0.43 343,485 3.36 68697 1:1 343,485
79968 1 0.09 79,968 078 79968 1:1 79,968
96900 1 0 09 96,900 095 96900 1:1 96,900
102000 2 017 204,000 2.00 102000 1:1 204 000
298860 1 0.09 298,860 2.93 298860 1:1 298,860
300645 2 0.17 601,290 5.89 300645 1:1 601,290
343638 1 0.09 343,638 3.36 343638 1:1 343,638
515457 1 0.09 515,457 5.05 515457 1:1 515,457
1202733 1 009 1,202,733 11.77 1202733 1:1 1,202,733
TOTAL 1157 100 10,216,269 100.0 10,216,269

Unsubscribed portion of 18,391,978 Equity Shares spilled over to QlB and Retail Categories in the ratio of 75:10

C. Allotment to QIBs (excluding Anchor Investors) (After Technical Rejections)

Allotment to QIBs who have bid at the Offer Price of Rs. 291 per Equity Share or above, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 2.75387 times of Net QIB portion (after technical rejections and including unsubscnbed portion of the Non-Institutional Portion) As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 3,672,236 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e 69,772,476 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 73,444,712 Equity Shares, which were allotted to 131 successful Applicants

Category Fls/Banks FPIs IC MFs Others Total
QIB 410,502 29,804,640 8,157,862 33,742,440 1,329,268 73,444,712

The above allotment includes 16,228,216 Equity Shares spilled over from the Non-Institutional Investors category

D. Allotment to Anchor Investors (After Technical Rejections)

The Company and the Selling Shareholders, in consultation with the BRLMs, have allocated 85,824,742 Equity Shares to 56 Anchor Investors through 84 Applications (including 11 Mutual Funds through 38 schemes) at the Anchor Investor Offer Price of Rs. 291 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QlB Portion.

Category MFs ICs AIFs FPIs Total
Anchor 28,608,505 6,898,872 171,870 50,145,495 85,824,742

The IPO Committee of the Board of our Directors of our Company at its meeting held on June 21, 2021 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation has been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on June 21, 2021 and the payments to non-syndicate brokers have been issued on June 22, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on June 23, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company is in the process of obtaining the listing and trading approval from the Stock Exchanges and trading is expected to commence on or about June 24, 2021.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, KFin Technologies Private Limited at www.kfintech.com.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant, Serial number of the ASBA form, number of Equity Shares bid for name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

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KFINTECH
KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited)
Selenium Tower-B. Plot 31 & 32. Gachibowli, Financial District, Nanakramguda. Serilingampally.
Investor Grievance E-mail: einward.ris@kfintech.com Website: www.kfintech.com
Hyderabad, Telangana - 500032, India Tel: +91 40 6716 2222; E-mail: sonacomstar.ipo@kfintech.com;
Contact Person: M Murali Krishna; SEBI Registration No.: INR000000221
For SONA BLW PRECISION FORGINGS LIMITED
On behalf of the Board of Directors
Place: Gurugram Sd/-
Date : June 23, 2021 Vice President (Legal), Company Secretary and Compliance Officer

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON USTING OR THE BUSINESS PROSPECTS OF SONA BLW PRECISION FORGINGS LIMITED.

SONA BLW PRECISION FORGINGS LIMITED has filed the Prospectus with the RoC and thereafter with SEBI and the Stock Exchanges. The Prospectus is available on the website of the SEBI at www.sebi.gov.in as well as on the websites of the book running lead managers, Kotak Mahindra Capital Company Limited, Credit Suisse Securities (India) Private Limited, JM Financial Limited. J.P. Morgan India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited at www.investmentbank.kotak.com, www.credit-suisse.com/in/en/investment-banking-apac/investment-banking-in-india/ipo.htrnl, www.jmfl.com, www.jpmipl.com and www.nomuraholdings.com/company/group/asia/india/index.html, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see "Risk Factors" on page 26 of the Prospectus.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with the applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to "qualified institutional buyers" (as defined in Rule 144A under the U S. Securities Act) in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and (b) outside the United States in offshore transactions as defined in and in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sates are made There will be no public offering in the United States.

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