|Basis of Allotment|
|This 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.|
|RAIL VIKAS NIGAM LIMITED|
Our Company was incorporated in Delhi as a public limited company on January 24, 2003 as Rail Vikas Nigam Limited with the Registrar of Companies, National Capital Territory of Delhi & Haryana under the Companies Act, 1956. For further details in connection with change in name and registered office of our Company, see "History and Certain Corporate Matters" on page 130 of the prospectus dated April 04.2019 (" Prospectus").
|Registered and Corporate Office: Rail Vikas Nigam Limited, 1st floor, August Kranti Bhawan, Bhikaji Cama Place, R. K. Puram, New Delhi 110 066: Contact Person: Kalpana Dubey, Company Secretary and Compliance Officer|
|Tel: +91 11 26738299. Facsimile: +91 11 2618 2957; Email: email@example.com; Website: www.rvnl.org; Corporate Identity Number: U74999DL2003GO1118633|
|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 & Haryana at Delhi and the Equity Shares are proposed to be listed on BSE Limited f BSE*) and National Slock Exchange of India Limited f NSE") (together the "Stock Exchanges'") and the trading will commence on April 11,2019.
INITIAL PUBLIC OFFERING OF 253,457,280 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH ("EQUITY SHARES") OF RAIL VIKAS NIGAM 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. 19 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 9 PER EQUITY SHARE (THE "OFFER PRICE"), AGGREGATING TO RS. 4,771.12 MILLION (THE "OFFER"). THE COMPANY HAS RESERVED 657,280 EQUITY SHARES FOR ALLOCATION AND ALLOTMENT TO ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS EMPLOYEE RESERVATION PORTION, IS REFERRED TO AS THE NET OFFER. THE OFFER COMPRISED OF A NET OFFER OF 252,800,000 EQUITY SHARES AND THE EMPLOYEE RESERVATION PORTION OF 657,280 EQUITY SHARES. THEOFFERANDNETOFFER CONSTITUTED 12.16% AND 12.12% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY RESPECTIVELY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE OFFER PRICE IS 1.9 TIMES THE FACE VALUE OF THE EQUITY SHARES.
*A discount of Rs.0.50 per Equity Share on the Offer Price was offered to Retail Individual Bidders ("Retail Discount") and a discount of Rs.0.50 per Equity Share on the Offer Price was offered to Eligible Employees Bidding in the Employee Reservation Portion ("Employee Discount").
|OFFER PRICE : RS. 19 PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH|
|THE OFFER PRICE IS 1.9 TIMES OF THE FACE VALUE OF THE EQUITY SHARES|
|RETAIL DISCOUNT AND EMPLOYEE DISCOUNT : RS. 0.50 PER EQUITY SHARE ON OFFER PRICE|
|Risk to Investors|
|||The three Book Running Lead Managers associated with the Offer have handled 18 public issues in the past three years out of which 6 closed below the issue price on listing date.|
|||The average cost of acquisition per Equity Share for our Promoter and Selling Shareholder is Rs. 10 per Equity Share. The Offer Price is Rs. 19.|
|OPENED ON: MARCH 29, 2019 I CLOSED ON: APRIL 3, 2019|
The Offer was made in terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), and in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"), wherein 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIB Portion"). 5% of the QIB Portion was available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received from them 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 will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-lnstitutional Bidders and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price Further, up to 657,280 Equity Shares was offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, conditional upon valid Bids being received from them at or above the Offer Price. All Bidders were required to participate in the Offer mandatorily through the Applications Supported by Blocked Amount ("ASBA") process by providing the details of their respective ASBA Accounts (including UPI ID. if applicable) in which the corresponding Bid Amount is blocked by the SCSBs. For details, see Offer Procedure 'on page 446 of the Prospectus.
The Offer received 205,853 applications for 445,089,060 Equity Shares resulting in 1.76 times subscription. The details of the applications received in the Offer from Retail Individual Bidders. Non-lnstitutional Bidders, QIBs and Eligible Employees are as under (before technical rejections):
|Sr. No.||Category||No. of Applications||No. of Equity Shares applied||Shares Reserved as per Prospectus||No. of times Subscribed||Amount (Rs.)|
|A||Retail Individual Investors||205,326||246,376,260||88,480,000||2.78||4,559,026,091.00|
|C||Qualified Institutional Bidders||32||172,078,920||126,400,000||1.36||3,269,499,480.00|
A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at different Bid price is as under
|SI. No.||Bid Price (in Rs.)||Bid Quantity (No. of shares)||(%) To Total||Cumulative Total||Cumulative % to Total|
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on April 09, 2019.
A. Allotment to Retail Individual Investors (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 19 per Equity Share (less discount of Rs. 0.50 per Equity Share to the Offer Price), was finalized in consultation with BSE. This category has been subscribed to the extent of 2.49 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 93,805,123 Equity Shares to 120,262 successful applicants. The category-wise details of the Basis of Allotment are as under:
|SI. No.||Category (No. of Shares applied for)||No. of Applications Received||% of Total||Total No. of Equity Shares applied||% to Total||No. of Equity Shares Allotted per applicant||Ratio||Total No. of Equity Shares Allotted|
|19,052 allotees from Sr. No 2 to 13 alloted 1 additional share in the ratio of 33:824||763|
Unsubscribed portion of 5,325,123 Equity Shares spilled over from Eligible Employees& nib Categories:
B. Allotment to Non Institutional Investors (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price of Rs. 19 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.67 times. The total number of Equity Shares allotted in this category is 25.292.280 Equity Shares to 212 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample)
|SI. No.||Category (No. of Shares applied for)||No. of Applications Received||%of Total||Total No. of Equity Shares applied||% to Total||No. of Equity Shares Allotted per applicant||Ratio||Total No. of Equity Shares Allotted|
Unsubscribed portion of 12,673,428 Equity Shares are spilled over to QIB & Retail Categories.
C. Allotment to QIBs (After Technical Rejections)
Allotment to QIBs, who have bid at the Offer Price of Rs. 19 per Equity Share, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 1.28 times of the QIB portion. As per the SEBIICDR Regulations. Mutual Funds were allotted 5% of the Equity Shares of the QIB portion available i.e. 7,080,732 Equity Shares and other QIBs were allotted the remaining available Equity Shares i.e. 126,926,585 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 134,007,317 Equity Shares, which were allotted to 32 successful Applicants.
|No. of Applicants||5||4||13||8||1||1||32|
Unsubscribed portion of 7,607,317 Equity Shares spilled over from Eligible Employees & NIB Categories.
D. Allotment to Eligible Employee under Employee reservation (After Technical Rejections)
The Basis of Allotment to the Eligible Employees under Employee reservation portion, who have bid at cut-off or at the Offer Price of Rs. 19 per Equity Share (less discount of Rs. 0.50 per Equity Share), was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.54 times. The total number of Equity Shares Allotted in Employee reservation category is 352,560 Equity Shares to 52 successful applicants.
The category-wise details of the Basis of Allotment are as under (sample):
|SI. No.||Category (No. of Shares applied for)||No. of Applications Received||%of Total||Total No. of Equity Shares applied||%to Total||No. of Equity Shares Allotted per applicant||Ratio||Total No. of Equity Shares Allotted|
Unsubscribed portion of 304,720 Equity Shares spilled over to QIB's, NIB and Retail Individual Categories in the ratio of 50:15:35 respectively
The Board of our Company at its meeting held on April 09, 2019 has taken on record the Basis of Allotment of the 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 Intimations are dispatched to the address of the investors as registered with the depositories on April 10, 2019. Further, instructions to the SCSBs for unblocking of funds and transfer to the Public Offer Account, as applicable, have been issued on Apnl 09, 2019. In case the same is not received within six working days, investors may contact the Registrar to the Offer at the address given below. The Refund Advices have been over-printed with the bank account details as registered, if any. with the depositories. The Equity Shares allotted to the successful applicants have been credited on April 10, 2019 to their respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing application with the Stock Exchanges and has received the listing and trading approvals on April 10, 2019.
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. Alankit Assignments Limited at www.alankit.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 btd was submitted and payment details at the address given below:
|Alankit Assignments Limited|
|Registered Office: 206-208, Anarkali Complex, Jhandewalan Extension, New Delhi -110 055|
|Tel: +91-11-4254 1954/+-91 -22-4348-1293: Facsimile: +9111 2355 2001;|
|E-mail: firstname.lastname@example.org / kamaIarora@alankit.com Investor Grievance E-mail: email@example.com; Website: www.alankit.com Contact Person: S Arunraj'Kamal AroraMrender Sharma; SEBI Registration No.: INR000002532|
|For RAIL VIKAS NIGAM LIMITED|
|On behalf of the Board of Directors|
|Date : April 10, 2019||Sd/-|
|Place : New Delhi||Company Secretary & Compliance Officer|
|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 RAIL VIKAS NIGAM LIMITED.|
RAIL VIKAS NIG AM LIMITED has filed and registered the Prospectus with the Registrar of Companies, National Capital Territory of Delhi & Haryana at Delhi on April 04, 2019 and April 10, 2019, 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.nsetndia.com as well as on the websites of the BRLMs at www.yesinvest.in, www.elaracapital.com and www.idbicapital.com. 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 18of the Prospectus.
The Equity Shares have not been and will not be registered under the United States Securities Act, 1933, as amended ("the Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S promulgated under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States and only to non-U.S. persons in reliance on Regulation S. Each purchaser of Equity Shares will be required to represent and agree, among other things, that such purchaser is a non-U.S. person acquiring the Equity Shares in an "offshore transaction" in accordance with Regulation S.