|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 NOT FOR PUBLICATION AND DISTRIBUTION, DIRECTLY OR INDIRECTLY
CREDITACCESS GRAMEEN LIMITED
Our Company was incorporated as Sanni Collection Private Limited ("SCPL') on June 12,1951 at Calcutta. West Bengal, India, as a private limited company under the Companies Act, 1956. In February 2007, the entire shareholding of SCPL was acquired by Vinatha M. Reddy, Vijitha Subbaiah and Suresh K. Krishna, in their respective individual capacity. At the time of the acquisition. SCPL also held a certificate of registration as a non-deposit taking NBFC dated March 30,1998. Subsequently, in October 2007, the rnicrofinance business being operated under T. Muniswamappa Trust ("TMT"), a public charitable trust engaged in the business of providing micro loans in Karnataka (including all associated assets, liabilities, goodwill, receivables, loan assets and intellectual property, including the brand name "Grameen Koota") was transferred to SCPL. The microfinance business being operated under TMT was established as a programme under the name "Grameen Koota" in 1999. Subsequent to the acquisition of SCPL and the transfer of the microfinance business of TMT to SCPL, SCPL was rebranded under the 'Grameen' name, end pursuant to a resolution of the shareholders of SCPL, its name was changed from SCPL to Grameen Financial Services Private Limited ("GFSPL"'). A fresh certificate of incorporation consequent upon change of name by the Registrar of Companies, West Bengal on March 14,2008, post which the Reserve Bank of India ("RBI") granted a certificate of registration dated July 28, 2009 reflecting the change of name. Subsequently , the RBI granted a fresh certificate of registration dated February 6, 2012 for registration as an NBFC under section 45/a of the Reserve Bank of India Act, 1934. Our Company was granted NBFC-Microfinance Institution ("NBFC-MFI") status by the RBI with effect from September 5, 2013. Subsequently, pursuant to a resolution passed by the shareholders of our company was changed to Grameen Koota Financial Services Private Limited, and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on November 13, 2014. Further, a fresh certificate of registration consequent upon change of name was issued to our Company by the RBI on December 16, 2014. Subsequently, our Company was convened into a public limited company pursuant to a special resolution passed by our Shareholders at the EGM held on November 27, 2017 and the name of our Company was changed to Grameen Koota Financial Services Limited ("GFSL"). A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the RoC on December 18,2017. Subsequently, pursuant to a resolution passed by the shareholders of our Company at the EGM held on January 2, 2018, the name of our Company was changed to Credit Access Grameen Limited, and a fresh certificate of incorporation consequent upon change of name was issued by Ihe RoC on January 12, 2018. Subsequently, the RBI granted a fresh certificate of registration dated January 19, 2018, bearing regisiration number B -02.00252 for registration as an NBFC under Section 45|A of the Reserve Bank of India Act, 1934 under the name "Credit Access Grameen Limited". For further details, see 'History and Certain Corporate Matters' on page 153 of the Prospectus.
Registered and Corporate Office: New No. 49 (Old No
725), 46th Cross 8th Block, Jayanagar, Next to Rajalakshmi Kalyan Mantap, Bangalore 560
071, Kamataka, India.
OUR PROMOTER: CREDITACCESS ASIA N.V.
Our Company has filed the Prospectus dated August 13, 2018 with the Registrar of Companies, Karnataka at Bangalore (the "Prospectus") 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 August 23, 2018
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFER OF 26,805,394 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF CREDITACCESS GRAMEEN LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS 422.00 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 412 PER EQUITY SHARE) AGGREGATING TO RS 11,311.88 MILLION ("OFFER") COMPRISING A FRESH ISSUE OF 14,928,909 EQUITY SHARES AGGREGATING TO RS 6,3003 MILLION BY THE COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 11,876,485 EQUITY SHARES BY THE PROMOTER, CREDITACCESS ASIA N.V. ("PROMOTER SELLING SHAREHOLDER" AND SUCH OFFERED SHARES. THE "OFFERED SHARES") AGGREGATING TO RS 5,011.88 MILLION ("OFFER FOR SALE"). THE OFFER CONSTITUTES 18.70% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
OFFER PRICE: RS 422 PER EQUITY SHARE OF FACE VALUE OF RS 10
Risks to Investors:
The four Book Running Lead Managers associated with the Offer have handled 50 public issues in the past three financial years out of which 16 public issues closed below the issue price on listing date.
The Price/Book ratio based on Net Asset Value as per our Restated Financial Statements for the Financial Year 2018, at the upper end of the Price Band, is as high as 3.80, as compared to the Industry Peer Group Price/Book ratio of 3.56 (July12, 2018).
The average cost of acquisition per Equity Share for our Promoter Selling Shareholder, CreditAccess Asia N.V. is Rs 102.19 and the Offer Price at the upper end of the Price Band is Rs 422 per Equity Share
The weighted average return on net worth for the last three full financial years is 11.26%
BID/ OFFER PERIOD: OPENED ON: WEDNESDAY, AUGUST 08, 2018
The Offer has been made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") The Offer has been has made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBl ICDR Regulations"), wherein not more than 50% of the Offer was allocated on a proportionate basis to QIBs ("QIB Portion"), provided that our Company and the Promoter Selling Shareholder in consultation with the BRlMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), at the Anchor Investor Allocation Price. At least 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 avilable for allocation on a proportionate basis to Non-institutional bidders and not less 1han 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 orabove the offer Price. All Bidders other than Anchor Investors, were required to mandatorily participate in this Offer through the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account which was 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 307 of the Prospectus.
The Offer received 149,240 applications for 47,274,465 Equity Shares (prior to technical rejections) resulting in 1.7636 times subscription.The details of the applications received in the Offer from various categories are as under (before technical rejections):
A summary of the final demand as at diffrent Bid prices is as under
The Basis of Allotment was finalised in consultation with the Designated Stock Exchange, being the BSE on August 16,2018.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotment to the Retail Individual Bidders, who hava bid at the Cut off price or at the Offer Price of Rs 422 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.75086 times. The total number of Equity Shares Allotted in Retail Portion is 7,044,450 Equity Shares to 146,184 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:
Unsubscribed portion of 2,337,438 Equity Shares spilled over to QIB Category.
B. Allotment to Non-Institutional Bidders (AfterTechnical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 422 per Equity Share, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 0.37187 times. The total number of Equity Shares Allotted in this category is 1,495,200 Equity Shares to 154 successful Non- institutional Bidder. The category-wise details of the Basis of Allotmentare as under (Sample)
Unsubscribed portion of 2,525,610 Equity Shares spilled over to QlB Category.
C. Allotment to QIBs (other than Anchor Investors)
Allotment to QIBs, who have bid at the Offer Price of Rs 422 per Equity Share, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 2,89144 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 6% of the Equity Shares of QIB Portion available i.e. 511,207 (Including Spill over from Retail and NIB Category) Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 9,712,920 (Including Spill over from Retail and NIB Category) Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QlB Portion is 10,224,127 (including Spill over from Retail and NIB Category) Equity Shares, which were allotted to 35 successful QlB Bidders. The category-wise details of the Basis of Allotment are as under.
Includes spilled over of 4,863,048 Equity Shares from Retail Category and NIB Category.
D. Allotment to Anchor Investors
The Company and the Promoter Selling Shareholder in consultation with the BRLMs, have allocated 8,041,617 Equity Shares to 21 Anchor Investors (through 23 Applications) at the Anchor Investor Offer Price of RS 422 per Equity Share in accordance with the SEBl Regulations, This represents 60% of the QIB Portion.
The IPO Committee of our Company on August 16, 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-intimations and/ or notices will be 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 August 16, 2018 and payment to non-Syndicate brokers have been issued on August 20, 2018. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below.
The Equity Shares Allotted to the successful Allottees have been uploaded on August 20, 2018 for credit into the respective beneficiary accounls subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on August 20, 2018. The Company has received listing and trading approval from NSE and BSE and the trading will commence on August 23, 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 will be hosted on the website of the Registrar to the Offer,
Karvy Compularshare Private Limited at http://karisma.karvy.com
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 Aplication From, 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 Acknowledgment Slip received from the Designated Intermediary 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 CREDITACCESS GRAMEEN LIMITED