|Basis of Allotment|
is a public announcement for information purposes only and is not a prospectus
announcement This announcement does not constitute an invitation or offer to acquire,
purchase or subscribe to securities. Not for release publication or distribution, directly
or indirectly outside India
Our Company was originally incorporated at New Delhi on April 26,1974 under the Companies Act. 1956 as a private limited company under the name of 'Rail India Technical and Economic Services Private Limited". The word 'private' was deleted from the name of our Company pursuant to section 43A of the Companies Act, 1956 on February 17,1976. Subsequently, in accordance with section 21 of the Companies Act, 1956, the name of our Company was changed to our present name, RITES Limited, consequent to which the Registrar of Companies, Delhi and Haryana issued a fresh certificate of incorporation dated March 28, 2000 Subsequently, our Company was converted into a pubic limited company pursuant to a fresh certificate of incorporation dated February 5, 2008 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. For further details of change in name and registered office of our Company, please refer to "History and Certain Corporate Matters" on page 156 of the Prospectus dated June 25, 2018 (the "Prospectus").
Registered Office: RITES Limited. Scope Minar, Laxmi
Nagar Delhi-110 092 India; Corporate Office: RITES Bhavan No. 1, Sector
29 Gurugram Haryana lndia-122001
OUR PROMOTER: THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA
Our Company has filed the Prospectus with the Registrar of Companies, National Capital Territory of Delhi and Haryana at Delhi and the Equity Shares are proposed to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges") and the trading is expected to commence on July 2, 2018.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF 25,200,000 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF RITES LIMITED (OUR "COMPANY" OR THE "ISSUER") THROUGH AN OFFER FOR SALE BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA (THE "SELLING SHAREHOLDER"). FOR CASH AT A PRICE OF RS 185* PER EQUITY SHARE (THE "OFFER PRICE"), AGGREGATING TO RS 4,605.14 MILLION (THE "OFFER"). 1,200,000 EQUITY SHARES HAVE BEEN RESERVED FOR ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER WILL COMPRISE OF A NET OFFER OF 24,000,000 EQUITY SHARES AND THE EMPLOYEE RESERVATION PORTION OF 1,200,000 EQUITY SHARES. THE OFFER AND NET OFFER SHALL CONSTITUTE 12.60% AND 12% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY RESPECTIVELY.
*A discount of Rs 6 per Equity Share on the Offer Price was offered to Retail Individual Bidders ("Retail Discount") and a discount of Rs 6 per Equity Share on the Offer Price was offered to Eligible Employees Bidding in the Employee Reservation Portion ("Employee Discount").
OFFER PRICE :RS 185 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
Risks to Investors:
i. The four Book Running Lead Managers associated with the Offer have handled 31 public
offers in the past three years, out of which 10 Issues closed below the offer price on
This offer was made in In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), wherein at least 10% of the post-Offer paid-up Equity Share capital of our Company was offered to the public. In accordance with Regulation 26(1) read with Regulation 43 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations") the Offer is being made through the Book Building Process wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") ("QIB Portion"). 5% of the QIB Portion were available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made available for allocation on proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer were available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer were available for allocation and Allotment to Retail individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, 1,200,000 Equity Shares were reserved for allocation to Eligible Employees, subject to valid bids being received at or above the Offer Price. All Bidders partiapated in the Offer through the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account in which the Bid Amount which was blocked by the Self Certified Syndicate Banks ("SCSBs") For details see "Offer Procedure" on page 607 of the Prospectus
The Offer received 1,323,445 applications for 1,687,138,400 Equity Shares resulting 66.9499 times subscription. The details of the applications received in the Offer from various categories are as under (before technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on June 28, 2018.
A. Allotment to Retail Individual Investors (After Technical Rejections)
B. Allotment to Non Institutional Investors (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 185 per Equity Share, was finalized in consultation with NSE This category has been subscribed to the extent of 191.0348 times The total number of Equity Shares allotted in this category is 3,628,488 Equity Shares (includes under subscribed portion of 28,488 Equity Shares spilled over from Employee Category ) to 554 successful applicants. The category -wise details of the Basis of Allotment are asunder: (Sample)
C. Allotment to QIBs (After Technical Rejections)
Allotment to QIBs who have Bid at the Offer Price of Rs 185 per Equity Share has been done on a proportionate basis in consultation with NSE. This Category has been subscribed to the extent of 71.4059 times of the QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allocated 5% of the Equity Shares of QIB Portion available i.e. 604,748 Equity Shares (includes under subscribed portion of 4,748 Equity Shares spilled over from the Employee Category) and other QIBs. including Mutual Funds, were Allocated the remaining available 11,490,212 Equity Shares (includes under subscribed portion of 90,212 Equity Shares spilled over from Employee Category) on proportionate basis The total number of Equity Shares allotted in this category is 12,094,960 Equity Shares (includes under subscribed portion of 94,960 Equity Shares spilled over from Employee Category), which were allotted to 131 successful Applicants. The categcy-wise details of the Basis of Allotment are as under:
D. Allotment to Eligible Employee under Employee reservation (After Technical Rejections)
The Basis of Allotment to the Eligible Employees, who have Bid at the Offer Price of Rs 185 per Equity Share (less Eligible Employee Discount of Rs 6 per Equity Share to the Offer Price), was finalized in consultation with NSE. This Employee category has been subscribed to the extent of 0.8417 times. The total number of Equity Shares Allotted in this category is 1,010,080 Equity Shares to 1,067 successful Eligible Employees. The under subscribed portion of 189,920 Equity Shares in the Employee Category has been spilled over to QIBs. Non Institutional Investors and Retail individual investors and the ratio of 50:15:35 i.e. 94,960 Equity Shares for QIBs. 28,488 Equity Shares for Non Institutional Investors and 66,472 Equity Shares for Retail Indrvidual Investors.
The category-wise details of the Basis of Allotment are as under.
The Board of Directors of the Company at its meeting held on June 28, 2018, has approved the Basis of Allotment of the Equity Share approved by the Designated Stock Exchange, being NSE and Allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-Refund Intimations are being dispatched to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks for unblocking of funds and transfer to the Public Offer Account as applicable have been issued on June 28, 2018 and payment instructions to non-Syndicate brokers have been issued on June 29, 2018. The Equity Shares Allotted to the successful Applicants have been credited on June 29, 2018 to their beneficiary accounts subject to validation of the account details with the depositories concerned. In case the unblocking of funds or credit of shares is not received within six working days, investors may contact the Registrar to the issue at the address given below The Company has filed the Listing application with NSE and BSE on June 28, 2018. The Company has received listing and trading approval from NSE and BSE and the trading will commence on July 2, 2018.
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 ol Registrar to the Offer Link Intime India Private Limited at www.linkintime.co.in
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:
Link Intime India Private Limited
Address: C-10l,1st Floor, 247 Park. Lal Bahadur Shashtri Marg,
Vikhroli (West), Mumbai -400 083 India
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF RITES LIMITED.
RITES LIMITED has filed and registered the Prospectus with the Registrar of Companies. National Capital Territory of Delhi & Haryana at Delhi on June 25, 2018 and June 27, 2018. respectively. The Prospectus is available on the website of the SEBI at www.sebi.gov.in on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com as well as on the websites of the BRLMs at www.elaracapital.com www.idbicapital.com www.idfcbank.com and www.sbicaps.com , respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the section titled "Risk factors" on page 17 of the Prospectus
This announcement has been prepared for publication in India and may not be released in the United States. The announcement is not an offer to sell or a soliciation of any offer to buy securities of our Company in the United States. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or any state securities laws in the United States, and unless so registered. may not be offered or sold within the United States, except pursuant to an exemption form, or in a transaction not subject to the registration requirements of the Securities Act and in accordence with any applicable US state securities laws The Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of each jurisdiction where such offers and sales are made. There will be no public offering in the United States