|Basis of Allotment|
This is only an advertisement for information purposes and not a Prospectus announcement. This does not constitute invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India.
GNA AXLES LIMITED
Our Company was incorporated as GNA Axles Limited on September 6,1993 at Jalandhar as a public limited company under the Companies Act, 1956. Our Company obtained a certificate for commencement of business on April 5,1994. For further details, please see the section entitled "History and Certain Corporate Matters" on page 152 of the Prospectus dated September 17,2016 (the "Prospectus").
Registered Office: GNA House, 1 -C, Chhoti Baradari - Part II,
Garha Road, Opposite Medical College, Jalandhar 144 001.
OUR PROMOTERS: JASVINDER SINGH SEEHRA, RANBIR SINGH AND GURDEEP SINGH
BASIS OF ALLOTMENT
Our Company has filed the Prospectus with the Registrar of Companies, Punjab and Chandigarh. 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 or about September 26,2016.
PUBLIC ISSUE OF UP TO 6,300,000 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE "EQUITY SHARES") OF GNA AXLES LIMITED (OUR "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 207* PER EQUITY SHARE (INCLUDING ASHARE PREMIUM OF RS 197 PER EQUITY SHARE) AGGREGATING UP TO RS 1,304.10 MILLION (THE "ISSUE"). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO 6,100,000 EQUITY SHARES AGGREGATING UP TO RS 1,262.70 (THE "NET ISSUE") AND A RESERVATION OF UP TO 200,000 EQUITY SHARES AGGREGATING UP TO RS 41.40 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE ISSUE WILL CONSTITUTE UP TO 29.35% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY AND THE NET ISSUE WILL CONSTITUTE UP TO 28.42% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OURCOMPANY.
THIS ISSUE IS BEING MADE ONLY TO RESIDENT INDIAN BIDDERS AND THE EQUITY SHARES IN THIS ISSUE WILL NOT IN ANY CIRCUMSTANCE BE ISSUED TO PERSONS IN ANY JURISDICTION OUTSIDE INDIA.
*P/ease note that the Anchor Investor Issue Price is Rs 207/- per Equity Share.
THE ISSUE PRICE : RS 207 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
Risks to Investors:
(i) Of the two Merchant Bankers associated with the Issue, Ambit Private Limited has not handled any public issues in the past three years.
(ii) Average cost of acquisition of Equity Shares for each of the Promoters, namely, Jasvinder Singh, Ranbir Singh and Gurdeep Singh is Rs 0.50 per Equity Share, whereas the Issue Price for the public is much higher at Rs 207 (Upper end of the Price Band).
BID/ISSUE OPENED ONSEPTEMBER 14, 2016
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957 ("SCRR"), this is an Issue for at least 25% of the post-Issue capital. The Issue is being made through the Book Building Process, in compliance with Regulation 26(1) of SEBI Regulations, wherein not more than 50% of the Net Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs"), of which our Company in consultation with the BRLMs have allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis. 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 Issue Price. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. Further, 200,000 Equity Shares were available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. All Bidders, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank accounts which were blocked by the Self Certified Syndicate Banks ("SCSBs"), to participate in this Issue. For details, please see the section entitled "Issue Procedure" on page 326 of the Prospectus.
The Issue received 284,538 Applications for 240,338,350 Equity Shares (before technical rejections) resulting in 38.1489 times subscription. The details of the applications received in the Issue from various categories are as under: (before technical rejections)
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on September22,2016.
A. Allotment to Retail Individual Bidders
The Basis of Allotment to the Retail Individual Bidders, who have Bid at Cut-off Price or at the Issue Price of Rs 207 per Equity Share was finalized in consultation with BSE. This category has been subscribed to the extent of 11.0493 times (after technical rejections). The total number of Equity Shares Allotted in this category is 2,184,935 Equity Shares to 31,213 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non Institutional Bidders (including ASBA Applications)
The Basis of Allotment to the Non-Institutional Bidders, who have Bid at the Issue
Price of Rs. 207 per Equity Share, was finalized in consultation with the BSE. This
category has been subscribed to the extent of 205.8910 times (after technical rejections).
The total number of Equity Shares Allotted in this category is 936,400 Equity Shares to
171 successful Non-Institutional Bidders.
C. Allotment to Eligible Employees
The Basis of Allotment to the Employees, who have bid at the Issue Price of Rs. 207 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.2867 times (after technical rejections). The total number of Equity Shares Allotted in this category is 57,330 Equity Shares to 91 successful Eligible Employees. The category wise details of the Basis of Allotment are as under:
D. Allotment to QIBs excluding Anchor Investors
The Basis of Allotment to QIBs who have Bid at the Issue Price of Rs. 207 per Equity Share has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 17.1826 times. As per the SEBI Regulations, Mutual Funds were Allocated 5% of the Equity Shares of Net QIB Portion available i.e. 64,567 Equity Shares including under subscribed portion of 3,567 Equity Shares spilled over from Employee Category and other QIBs, including Mutual Funds, were Allocated the remaining available 1,226,768 Equity Shares including under subscribed portion of 67,768 Equity Shares spilled over from Employee Category on proportionate basis. The total number of Equity Shares allotted in the QIB category is 1,291,335 Equity Shares, which were allotted to 29 successful Bidders. The category-wise details of the Basis of Allotment are as under:
E. Allotment to Anchor Investors
The Company in consultation with the BRLMs have Allocated 1,830,000 Equity Shares to 3 Anchor Investors through 7 Applications at the Anchor Investor Issue Price of Rs 207 per Equity Shares in accordance with the SEBI Regulations. This represents 60% of the QIB Category
The IPO Committee of the Company at it's meeting held on , 2016, has approved the Basis of Allotment of the Equity Share approved by the Designated Stock Exchange, being BSE and Allotted the Equity Shares to various successful Bidders.
"Notice to the Investors: RMG Alloy Steel Limited ("RMG") has filed winding up petitions, each dated July 28, 2016, (the "Winding Up Petitions") before the High Court of Punjab & Haryana (the "HC"), for winding up of our Company and one of our group companies, GNA Gears Limited ("GNA Gears"). Subsequently, the HC has passed an order dated August 1,2016, directing the Company to file its reply and issued a stay in respect of the proceedings. Joint applications have been filed by (i) RMG and the Company, and (ii) RMG and GNA Gears, before the HC, for withdrawal of the Winding Up Petitions. The HC has, by its orders, each dated September 16, 2016, allowed the Winding Up Petitions to be withdrawn. Further, the Company and GNA Gears have received letters, each dated August 30,2016, informing the Company and GNA Gears of the summary suits filed against each of them by RMG, before the High Court of Bombay for recovery of Rs 22.13 million and Rs 55.21 million, respectively (the "Recovery Proceedings"). Subsequently, it has come to our knowledge that RMG had sought listing of the Recovery Proceedings before the High Court of Bombay for seeking withdrawal of the same. The High Court of Bombay has, by its orders, each dated September20,2016, allowed the Recovery Proceedings to be withdrawn. The above Notice is to be read in conjunction with the Prospectus. In the event of any further developments, details in relation to the same will be available on the websites of Stock Exchanges."
The Allotment Advice-cum-Refund Orders and/ or notices will be dispatched to the address of the investors as registered with the Depositories. Further, instructions to the Self Certified Syndicate Banks have been dispatched/mailed to the addresses of the investors as registered with the Depositories. Further, instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Issue Account have been mailed on September 22,2016 and payment to non-Syndicate brokers have been issued on September 22,2016. 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 September 22,2016 for credit into their beneficiary accounts subject to validation of the account details with the Depositories concerned. The Company has received listing and trading approvals from the BSE and NSE and the trading will start on or about September 26,2016. 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 Issue, 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 Issue 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 and the name and address of the Designated Intermediary where the Bid cum Application form was submitted by the Bidder at the address given below:
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 GNA AXLES LIMITED.
GNA AXLES LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of the Equity Shares and has filed the Prospectus with the RoC. The Prospectus is available on the website of the SEBI at www.sebi.gov.in, the websites of the Book Running Lead Managers at www.pnbisl.com and www.ambit.co and the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com. Any potential investor should note that investment in Equity Shares involves a high degree of risk, for details potential investors should refertothe section entitled "Risk Factors" beginning on page 14 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, listed or otherwise qualified in any other jurisdiction outside India.