|Basis of Allotment|
is a public announcement for information purposes only. This is not a Prospectus
announcement and does not constitute invitation or offer to acquire, purchase or subscribe
for securities. Not for publication or distribution, directly or indirectly outside India.
UJJIVAN FINANCIAL SERVICES LIMITED
Our Company was originally incorporated as Ujjivan Financial Services Private Limited on December28,2004 at Bengalum.Kamataka, India asa private limited company under the Companies Act, 1956. Pursuant toacertifirate issued by the R on October 31,2005, our Company was permitted to commence operations as a non-banking financial company ("NBFC") under section 45IA of the Reserve Bank of India Act, 1934. Since financial year 2008-09, we have been classified as a systemically important non-deposit accepting NBFC. Our Company was granted NBFC-Microfinance Institution ("NBFC-MFI") status by the RBI on September 5,2013. Subsequently, our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting ("EGM") held on November 3,2015 and the name of our Company was changed to Ujjivan Financial Services Limited. Afresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Bangalore, Karnataka ("RoC") on November 26,2015. Subsequently, a fresh certificate of NBFC-MFI registration consequent upon the change of name of our Company was issued by the RBI on March 4,2016. For details of change in the name and Registered Office of our Company, see "History and Certain Corporate Matters" on page 144 of the Prospectus dated May 3,2016 filed with the RoC.67
Registered and Corporate Office: Grape Garden, No.
27,3rd A Cross, 18th Main, 6th Block, Koramangala, Bengaluru 560 095, Karnataka, India.
Our Company is a professionally managed company and does not have an identifiable promoter either in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBIICDR Regulations") or in terms of the Companies Act, 2013
BASIS OF ALLOTMENT
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 May 10,2016.
INITIAL PUBLIC OFFER OF 42,023,609 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF UJJIVAN FINANCIAL SERVICES LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS 210* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 200 PER EQUITY SHARE) AGGREGATING TO RS 8,824.96 MILLION ("OFFER") COMPRISING A FRESH ISSUE OF 17,055,277 EQUITY SHARES AGGREGATING TO RS 3,581.61 MILLION* BY THE COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 24,968,332 EQUITY SHARES AGGREGATING TO RS 5,243.35 MILLION, COMPRISING OF AN OFFER FOR SALE OF 3,495,626 EQUITY SHARES BY ELEVAR EQUITY MAURITIUS ("ELEVAR" AND SUCH OFFERED SHARES "ELEVAR OFFERED SHARES"), 3,060,722 EQUITY SHARES BY INTERNATIONAL FINANCE CORPORATION ("IFC" AND SUCH OFFERED SHARES "IFC OFFERED SHARES"), 1,754,386 EQUITY SHARES BY INDIA FINANCIAL INCLUSION FUND ("IFIF" AND SUCH OFFERED SHARES, "IFIF OFFERED SHARES"), 2,523,725 EQUITY SHARES BY MAURITIUS UNITUS CORPORATION ("MUC" AND SUCH OFFERED SHARES "MUC OFFERED SHARES"), 2,698,163 EQUITY SHARES BY NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. ("FMO" AND SUCH OFFERED SHARES "FMO OFFERED SHARES"), 2,935,213 EQUITY SHARES BY SARVA CAPITAL LLC ("SARVA CAPITAL" AND SUCH OFFERED SHARES "SARVA CAPITAL OFFERED SHARES"), 3,093,869 EQUITY SHARES BYWCP HOLDINGS III ("WCP" AND SUCH OFFERED SHARES "WCP OFFERED SHARES") AND 5,406,628 EQUITY SHARES BY WWB CAPITAL PARTNERS, L.P. ("WWB" AND SUCH OFFERED SHARES "WWB OFFERED SHARES") (ELEVAR, FMO, IFC, IFIF, MUC, SARVA CAPITAL, WCP, AND WWB COLLECTIVELY REFERRED TO AS THE 'SELLING SHAREHOLDERS' AND ELEVAR OFFERED SHARES, FMO OFFERED SHARES, IFC OFFERED SHARES, IFIF OFFERED SHARES, MUC OFFERED SHARES, SARVA CAPITAL OFFERED SHARES, WCP OFFERED SHARES, AND WWB OFFERED SHARES COLLECTIVELY REFERRED TO AS THE 'OFFERED SHARES') BY THE SELLING SHAREHOLDERS ("OFFER FOR SALE"). THE OFFER WOULD CONSTITUTE 35.54% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
*PLEASE NOTE THAT THE ANCHOR INVESTOR OFFER PRICE IS RS 210 PER EQUITY SHARE.
THE FACE VALUE OF EQUITY SHARES IS RS 10 EACH. THE OFFER PRICE IS RS 210 PER EQUITY SHARE AND IS 21 TIMES THE FACEVALUE OF THE EQUITY SHARES.
^OUR COMPANY HAS, IN CONSULTATION WITH THE BRLMS, UNDERTAKEN A PRE-IPO PLACEMENT OF 14,236,057 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO RS 2,918.39 MILLION. THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS DATED DECEMBER 31, 2015, BEING RS 6,500 MILLION, HAS BEEN REDUCED ACCORDINGLY.
THE OFFER WAS MADE ONLY TO RESIDENT INDIAN BIDDERS AND THE EQUITY SHARES IN THE OFFER WERE NOT OFFERED TO PERSONS IN ANY JURISDICTION OUTSIDE INDIA.
THE OFFER PRICE : RS 210 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
Risks to Investors:
i. The 4 Merchant Bankers associated with the issue have handled 26 public issues in the past three years out of which 10 issues closed below the issue price on listing date.
ii. Average cost of acquisition of equity shares for the Selling Shareholders in IPO is as follows:
(a) Rs. 58.99 for Elevar Equity Mauritius; (b) Rs.77.21 for International Finance Corporation; (c) Rs.57.00 for India Financial Inclusion Fund; (d) Rs.23.54 for Mauritius Unitus Corporation; (e) Rs.57.00 for NederlandseFinancierings-MaatschappijvoorOntwikkelingslanden N.V.; (f) Rs.57.00 for Sarva Capital LLC; (g) Rs.57.00 for WCP Holdings III; and (h) Rs.68.37 for WWB Capital Partners, L.P. However, the price at which the >v Equity Shares are being offered to public at the upper end of the price band is Rs.210.
BID/OFFER OPENED ON APRIL28, 2016' | BID/OFFER CLOSED ON MAY
The Offer was made in terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a value of Rs. 4,000 million (calculated at the Offer Price) had been offered to the public. The Offer was made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations, wherein 50% of the Offer was allocated on a proportionate basis to QIBs ("QIB Portion"), provided that our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), at the Anchor Investor Allocation Price. Atleast one-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net 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 Bidders, other than Anchor Investors, participated in the Offer mandatorily through the Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account which were blocked by the Self Certified Syndicate Banks ("SCSBs"). Anchor Investors were not permitted to participate in the Offer through ASBA Process. For details, see "Offer Procedure" on page 240 of the Prospectus. The RBI has, through its letter dated February 9,2016, communicated that any investor who wishes to acquire 5% or more of the post-Offer capital of the Company, pursuant to the Offer, shall require the prior approval of the RBI. For further details, see "Terms of the Offer- Basis of Allocation" on page 233 of the Prospectus. Any Bidder who, either by himself directly or indirectly or along with the relatives, or associated enterprises, or persons acting in concert as described under Section 12B of the Banking Regulation Act ("Other Persons") associated with it, Bided for such number of Equity Shares that (along with the existing aggregate shareholding in our Company of such Bidder and the Other Persons associated with such Bidder), results in such Bidder, together with the Other Persons associated with such Bidder, holding 5% or more of the post-Offer paid-up share capital of our Company, had to obtain a valid and subsisting approval of the RBI to be eligible to acquire and hold, after considering its existing shareholding if any, in our Company, together with the existing shareholding in our Company, if any, of the Other Persons associated with such Bidder, 5% or more of the post-Offer paid-up share capital of our Company, either individually or on an aggregate basis with the Other Persons associated with such Bidder, as the case may be, subject to the subscription level in the Offer.
The Offer received 646,881 Bids for 1209,763,520 Equity Shares (before technical rejections) resulting in 28.79 times subscription. The details of the Applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders, QIB Bidders (excluding Anchor lnvestors)and Anchor Investors are as under (Before technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 6,2016.
A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have Bid at Cut-off Price or at or above the Offer Price of Rs.210 per Equity Share, was finalized in consultation with NSE. The category has been subscribed to the extent of 3.801487 times. Since the number of Retail Individual Bidders who had submitted valid Bids in the Offer was more than Maximum Retail Individual Bidders Allottees, the Retail Individual Bidders (in that category) who were allotted minimum Bid Lot have been determined on the basis of draw of lots. The total number of Equity Shares Allotted in this category is 14,708,264 Equity Shares to 210,118 successful Bidders. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non Institutional Bidders (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Non-Institutional Bidders, who have Bid at or above the Offer Price of Rs. 210 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 133.281910 times. The total number of Equity Shares Allotted in this category is 6,303,542 Equity Shares to 474 successful applicants.
Since the proportionate allotment for Non- Institutional Investors was less than the minimum Bid Lot per Bidder, the successful Bidders in the Non-Institutional Investors category were determined by draw of lots. The category-wise details of the Basis of Allotment are as under: (SAMPLE)
C. Allotment to QIBs excluding Anchor Investors
The Allotment to QIBs who have Bid at or above the Offer Price of Rs. 210 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 34.33239 times. As per the SEBI ICDR Regulations, Mutual Funds were Allocated 5% of the Equity Shares of Net QIB Portion available i.e.420,237 Equity Shares and other QIBs, including Mutual Funds, were Allocated the remaining available 7,984,485 on proportionate basis. The total number of Equity Shares allotted in the QIB category is 8,404,722 Equity Shares, which were allotted to 125 successful Applicants. The category-wise details of the Basis of Allotment are as under
D. Allotment to Anchor lnvestors
The Company and the Selling Shareholders in consultation with the BRLMs have Allocated 12,607,081 Equity Shares to 17 Anchor Investors, through 54 Applications at the Anchor Investor Offer Price of Rs. 210 per Equity Shares in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Category
The IPO Committee of the Company at its meeting held on May 6, 2016,2016, 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 Applicants. The Allotment Advice-cum-Refund Orders and/ or notices have been dispatched on or before May 9,2016 to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks have been dispatched/mailed on May 6,2016. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Refund Orders 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 May 6, 2016 to their beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company is taking steps for completion of the necessary formalities to get the Equity Shares admitted for trading on the BSE and the NSE within six Working Days from the Bid/Offer Closing Date. The Company hasfiled the listing application with BSE 8i NSE on May 09,2016. Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated May 3,2016filed with the Registrar of Companies, Bangalore ("Prospectus")
INVESTORS PLEASE NOTE
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 Bid-Cum-Application 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:
Karvy Computershare 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 UJJIVAN FINANCIAL SERVICES LIMITED.