|Basis of Allotment|
IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS
ANNOUNCEMENT AND 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.
SANDHAR TECHNOLOGIES LIMITED
Our Company was incorporated as Sandhar Locking Devices Private Limited on October 19, 1987, at New Delhi, India, as a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to Sandhar Locking Devices Limited on conversion to a public limited company, and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Delhi and Haryana ("RoC"), to our Company on September 21, 1992. Subsequently, the name of our Company was changed from Sandhar Locking Devices Limited to Sandhar Technologies Limited, and a fresh certificate of incorporation, consequent upon change of name was issued by the RoC to our Company on November 11, 2005. For details of change in the name and Registered Office of our Company, see "History and Certain Corporate Matters - Changes in Registered Office" on page 196 of the Prospectus dated March 22, 2018 ("Prospectus").
Registered Office: B-6/20, L.S.C. Safdarjung Enclave, New Delhi
-110 029, India; Corporate Office: #13, Sector-44, Gurugram -122 002, Haryana,
OUR PROMOTER: JAYANT DAVAR
Our Company has Registered the Prospectus dated March 22, 2018 with the RoC and the Equity Shares are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on April 2, 2018.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF UP TO 15,436,144 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF SANDHAR TECHNOLOGIES LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS 322 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 322 PER EQUITY SHARE) AGGREGATING UP TO RS 5,124.80 MILLION ("OFFER") COMPRISING A FRESH ISSUE OF UP TO 9,036,144 EQUITY SHARES AGGREGATING UP TO RS 3,000 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF UP TO 6,400,000 EQUITY SHARES BY GTI CAPITAL BETA PVT LTD (THE "SELLING SHAREHOLDER") AGGREGATING UP TO RS 2,124.80 MILLION ("OFFER FOR SALE"). THE OFFER WILL CONSTITUTE 25.65% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
Offer Price: Rs 332 per Equity Share of face value of Rs 10 each |
The Offer Price is 33.2 times the face value.
RISK TO INVESTORS
(i) The two BRLMs associated with the Offer have handled 53 public issues in the past
three years out of which 17 issues closed below the offer price on listing dates,
In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), this is an Offer for such percentage of the post-Offer paid-up Equity Share capital of our Company that was at least Rs 4,000 million calculated at the Offer Price. The Offer was made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI ICDR Regulations"), through the Book Building Process wherein not more than 50% of the Offer was allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company and the Selling Shareholder, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the "Anchor Investor Portion"), out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. 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 being received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation on a proportionate basis to Non-Institutional Bidders, and not less than 35% of the Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs") to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, please see the section entitled "Offer Procedure" beginning on page 481 of the Prospectus.
The bidding for Anchor Investor opened and closed on March 16, 2018. The Company received 21 applications from 15 anchor investors for 48,79,170 shares. The Anchor Investor Allocation Price was finalized at Rs 332 per Equity Share. A total of 4,630,842 shares were allocated under the Anchor Investor Portion aggregating to Rs 1,53,74,39,544.
The Offer (excluding Anchor Investors) received 135,256 applications for 66,138,930 Equity Shares (prior to technical rejections) resulting in 6.1209 times subscription. The details of the applications received in the Offer from various categories are as under (prior to technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on March 26, 2018.
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 the Cut-Off Price or at the Offer Price of Rs 332 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 1.2953 times. The total number of Equity Shares Allotted in Retail Portion is 54,02,651 Equity Shares to 1,20,058 successful Retail Individual Investors. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non-Institutional Investors (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Investors, who have bid at the Issue Price of Rs 332 per Equity Share or above, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 6.1819 times. The total number of Equity Shares Allotted in this category is 23,15,422 Equity Shares to 190 successful Non-Institutional Investors. The category-wise details of the Basis of Allotment are as under: (Sample)
C. Allotment to QIBs (Excluding Anchor Investors)
Allotment to QIBs, who have Bid at the Offer Price of Rs 332 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 14.4856 times of QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 1,54,362 Equity Shares and other QIBs, including Mutual Funds were Allotted the remaining available Equity Shares i.e. 29,32,867 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 30,87,229 Equity Shares, which were allotted to 26 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
D. Allotment to Anchor Investors
The Company and the Selling Shareholder, in consultation with the BRLMs, have allocated 46,30,842 Equity Shares to 15 Anchor Investors applying through 21 applications. Anchor Investors at the Anchor Investor Offer Price of Rs 332 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.
The IPO Committee of the Company on March 27, 2018 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 Bidders. The Allotment Advice-cum-lntimations and/or notices are being dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on March 27, 2018 and payment to non-Syndicate brokers have been issued on March 27, 2018. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on March 27, 2018 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing applications with BSE and NSE on March 27, 2018. The Company has received listing and trading approvals from BSE and NSE and the trading will commence on April 2, 2018.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made have been hosted on the website of the 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 Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgement Slip received from the Designated Intermediary at the address of Registrar.
Link Intime India Private Limited
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 SANDHAR TECHNOLOGIES LIMITED.
SANDHAR TECHNOLOGIES LIMITED has registered the Prospectus with the RoC which was approved on March 26,2018. The Prospectus is available on the website of SEBI at www.sebi.gov.in and the websites of the BRLMs at www.icicisecurities.com and www.axiscapital.co.in. Any potential investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, please refer to the Prospectus including the section titled "Risk Factors" on page 20 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 solicitation 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 from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. 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.