|Basis of Allotment|
IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS
ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR SECURITIES. NOT FOR PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY
Security and Intelligence Services (India) Limited
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF UP TO 9,565,404 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF SECURITY AND INTELLIGENCE SERVICES (INDIA) LIMITED (OUR "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 815 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS 805 PER EQUITY SHARE (THE "OFFER PRICE"), AGGREGATING UP TO RS 7,795.80 MILLION (THE "OFFER") COMPRISING OF A FRESH ISSUE OF UP TO 4,444,785 EQUITY SHARES BY OUR COMPANY AGGREGATING UPTO RS 3,622.50 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF UP TO 5,120,619 EQUITY SHARES AGGREGATING UP TO RS 4,173.30 MILLION BY THE SELLING SHAREHOLDERS, COMPRISING AN OFFER FOR SALE OF UP TO 3,402,764 EQUITY SHARES AGGREGATING UPTO RS 2,773.25 MILLION BY THEANO PRIVATE LIMITED, AN OFFER FOR SALE OF UP TO 68,336 EQUITY SHARES AGGREGATING UP TO RS 55.69 MILLION BY AAJV INVESTMENT TRUST (TOGETHER, THE "INVESTOR SELLING SHAREHOLDERS"), AN OFFER FOR SALE OF UP TO 786,517 EQUITY SHARES AGGREGATING UP TO RS 641.01 MILLION BY RAVINDRA KISHORE SINHA, AN OFFER FOR SALE OF UP TO 524,345 EQUITY SHARES AGGREGATING UP TO 7 427.34 MILLION BY RITURAJ KISHORE SINHA (TOGETHER, THE "PROMOTER SELLING SHAREHOLDERS"), AND AN OFFER FOR SALE OF 338,657 EQUITY SHARES AGGREGATING UP TO RS 276.01 MILLION BY THE OTHER SELLING SHAREHOLDERS (DEFINED IN PROSPECTUS) (TOGETHER, THE "OFFER FOR SALE"). THE OFFER SHALL CONSTITUTE 13.07% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OFFER PRICE: RS 815 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH. | THE OFFER PRICE IS 81.5 TIMES THE FACE VALUE. | ANCHOR INVESTORS OFFER PRICE: RS 815 PER EQUITY SHARE.
Risks to Investors
(i) The Company and SMC, one of its Subsidiaries, are currently demerging certain
businesses to SIS Asset Management (a member of the Promoter Group and a Group Company),
involving, inter alia, transfer of immovable properties and related investments
("Demerged Properties") whose collective market value aggregate to Rs 868.69
Our Company has filed the Prospectus dated August 04, 2017 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 August 10, 2017.
The Offer is being made in terms of Rule 19(2) (b) (iii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), wherein at least 10% of the post-Offer paid-up Equity Share capital of our Company was offered to the public. The Offer is being made through the Book Building Process in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBIICDR Regulations"), wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company and the Investor Selling Shareholders in consultation with the GCBRLMs and the BRLMs have allocated up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. The number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor Portion) were available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion was made available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs, all the application monies will be refunded/ unblocked forth with. Further, not more than 15% of the Offer was made available for allocation on a proportionate basis to Non Institutional Bidders and not more than 10% of the Offer was made 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. All Bidders, other than Anchor Investors, participated in the Offer mandatorily through the Applications Supported by Blocked Amount ("ASBA") process by providing the details of their respective bank accounts in which the corresponding Bid Amount was blocked by the SCSBs. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" on page 542 of Prospectus.
The bidding for Anchor Investor opened and closed on July 28, 2017. The company received 30 applications from 18 anchor investors for 4,502,736 shares. The Anchor investor price was finalized at Rs 815 per Equity Share. A total of 4,304,432 shares were allocated under the Anchor Investor Portion aggregating to Rs 3,508,112,080.00.
The Offer received 8,74,227 applications for 4,15,02,964 Equity Shares (prior to technical rejections) resulting in 4.3389 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 the NSE on August 07,2017.
A. Allotmentto Retail Individual Bidders (after technical rejections) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price orat the Offer Price of Rs 815 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 18.6486 times. The total number of Equity Shares Allotted in Retail Portion is 956,840 Equity Shares to 53,141 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non-Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 815 per Equity Share or above, was finalized in consultation with the NSE. The Non-Institutional Portion has been subscribed to the extent of 1.5972 times. The total numberof Equity Shares Allotted in this category is 1,434,510 Equity Shares to 449 successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)
C. Allotmentto QIBs (Excluding Anchor Investors)
Allotmentto QIBs (Excluding Anchor Investors), who have Bid at the Offer Price of Rs 815 per Equity Shareorabove, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 5.7215 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. 143,482 Equity Shares and other QIBs, including Mutual Funds were Allotted the remaining available Equity Shares i.e. 2,726,140 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 2,869,622 Equity Shares, which were allotted to 61 successful QIB Bidders. 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 GCBRLMs, the BRLMs, have allocated 4,502,736 Equity Shares to 18 Anchor Investors at the Anchor Investor Offer Price of Rs 815 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Portion.
The IPO Committee of the Company on August 08, 2017 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE 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 07, 2017 and payment to non-Syndicate brokers have been issued on August 09,2017. 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 08, 2017 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 NSE and BSE on August 08, 2017. The Company has received listing and trading approvals from NSE and BSE onAugust 09, 2017and the trading will commence on August 10, 2017.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in theProspectus.
INVESTORS PLEASE NOTE
The details of the allotment made will be hosted on the website of the Registrar to the Offer, Link Intime India Private Limited at https://www.linkintime.co.in/ipo. 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 given below:
Link Intime India Private Limited
Security and Intelligence Services (India) Limited has registered the Prospectus with the RoC. The Prospectus shall be available on the websites of Securities and Exchange Board of India ("SEBI"), BSE, NSE at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, respectively, the GCBRLMs at www.axiscapital.co.in, www.icicisecurities.com, www.iiflcap.com and www.investmentbank.kotak.com and the BRLMs at www.sbicaps.com, ww.yesinvest.in and www.idbicapital.com. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, refer to the section titled "Risk Factors" on page 20 of the Prospectus where available.
This public announcement is for informational purposes only and is not an offer to buy any securities and does not constitute an offertosell securities in any jurisdiction or in any circumstances in which such offer is unlawful. The Equity Shares offered in the Offer have not been and will not be registered underthe U.S. Securities Act of 1933 ("U.S. 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 atransaction not subject to, the registration requirements of the U.S. Seajrities Ad and applicable state securities laws. Aağrdingly, such Equity Shares (i) outside of the United States in offshore transactions in reliance on Regulation Sunder the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to "qualified institutional buyers" (as defined in Rule 144A underthe U.S. Securities Act), pureuanttothe private placement exemption set out in Section 4(a)of the U.S. Securities Act