|Basis of Allotment|
This is an advertisement for information purposes only. This is not a Prospectus announcement, and does not constitute an invitation or offer to acquire, purchase or subscribe to securities. Not for publication or distribution, directly or indirectly outside India. All the Capitalized terms used and not specifically defined here shall have the same meaning as ascribed to them in the Prospectus dated September 8,2015 ("Prospectus")
Sadbhav Infrastructure Project Limited
Tne Company was incorporated as Sadbhav Infrastructure Project Limited on January 18,2007 at Ahmedabad as a public limited company under the Companies Act, 1956. The Company obtained a certificate for commencement of business on February 7,2007. For further details, see "History and Certain Corporate Matters" beginning on page 239 of the Prospectus.
Registered Office: Sadbhav House, Opposite Law 9 Garden Police Chowki, Ellisbridge, Ahmedabad 380 006. Tel: (91 79) 2646 3384; Fax: (91 79) 2640 0210. Contact Person: Gaurav Vesasi, Company Secretary and Compliance Officer. E-mail: firstname.lastname@example.org; Website: www.sadbhavinfra.co.in, Corporate Identity Number: U45202GJ2007PLC049808
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 around September 16,2015.
OUR PROMOTERS: SADBHAV ENGINEERING LIMITED AND VISHNUBHAI M. PATEL
PUBLIC ISSUE OF 47,733,659 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE "EQUITY SHARES") OF SADBHAV INFRASTRUCTURE PROJECT LIMITED (OUR "COMPANY') FOR CASH AT A PRICE OF RS 103* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 93 PER EQUITY SHARE) AGGREGATING TO RS 4,916.57 MILLION ("ISSUE") CONSISTING OF A FRESH ISSUE OF 41,262,135 EQUITY SHARES AGGREGATING TO RS 4,250 MILLION AND AN OFFER FOR SALE OF 3,235,762 EQUITY SHARES BY XANDER INVESTMENT HOLDING XVII LIMITED AND 3,235,762 EQUITY SHARES BY NORWEST VENTURE PARTNERS VII - A - MAURITIUS (THE "SELLING SHAREHOLDERS"). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 45,306,475 EQUITY SHARES AGGREGATING TO RS 4,666.57 (THE "NET ISSUE") AND A RESERVATION OF 2,427,184 EQUITY SHARES AGGREGATING TO RS 250 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESRVATION PORTION"). THE ISSUE WOULD CONSTITUTE 13.55% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE 12.86% OF OURPOST-ISSUE PAID-UP EQUITY SHARE CAPITAL.
*Please note that the Anchor Investor Issue Price Rs 103 per Equity Share.
THE FACE VALUE OF EQUITY SHARES IS RS 10 EACH.
THE ISSUE PRICE IS RS 103 PER EQUITY SHARE AND IS 10.3 TIMES
BID/ISSUE: BID OPENED ON AUGUST 31, 2015*
*The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date i.e. August 28,2015
In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), this is an Issue where the minimum offer to public will be at least such percentage of the post-Issue Equity Share capital which will be equivalent to Rs.4,000 million calculated at the Issue Price. The Issue is being made through the Book Building Process wherein at least 75% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company and the Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be 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. If at least 75% of the Net Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI Regulations"), subject to valid Bids being received at or above the Issue Price. Further, 2,427,184 Equity Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid bids being received from them at or above Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs"). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in the Issue. Anchor Investors are not permitted to participate in the Issue through ASBA Process. For details, see "Issue Procedure" beginning on page 577 of the Prospectus.
The Issue received 45,144 applications for 84,225,425 Equity Shares (prior to technical rejections) resulting in 1.7645 times subscription. The details of the applications received in the Issue from Retail Individual Bidders, Non-Institutional Bidders, QIBs (excluding Anchor Investors), Anchor Investors and Eligible Employerare as under (before technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on September 10,2015.
A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBAApplications)
The Basis of Allotment to the Retail Individual Bidders, who have Bid at Cut-off Price
or at the Issue Price of Rs.103 per Equity Share, or above, was finalized in consultation
with the BSE. This category has been subscribed to the extent of 1.5744 times. The total
number of Equity Shares Allotted in Retail Individual Bidders category is 4,704,447^^
Equity Shares to 32,444 successful applicants. The category-wise details of the Basis of
Allotment are as under:
B. Allotment to Non-Institutional Bidders (After Technical Rejections) (including ASBAApplications)
The Basis of Allotment to the Non-Institutional Bidders, who have Bid at the Issue Price of Rs.103 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 1.6343 times. The total number of Equity Shares Allotted in this category is 7,056,671^^ Equity Shares to 45 successful applicants. The category-wise details of the Basis of Allotment are as under:
^^ including spillover from Employee Reservation Portion
C. Allotment to Eligible Employees (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Eligible Employees, who have Bid at the Issue Price of Rs.103 per Equity Share or above, was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.2839 times. The total number of Equity Shares Allotted in this category is 689,185 Equity Shares to 422 successful applicants. The category-wise details of the Basis of Allotment are asunder:
The undersubscribed portion of 1,737,999 Equity Shares in Employee Reservation Portion has been spilled over to Retail Individual Bidders, Non-Institutional Bidders and QIB category in the ratio 10:15:75.
D.AIIotment to QIBs (excluding Anchor Investors) (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to QIBs, who have Bid at the Issue Price of Rs.103 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 2.9548 times. As per the SEBI Regulations, Mutual Funds were Allotted 5.00% of the Equity Shares of QIB Portion excluding Anchor Investor Portion available i.e. 744,773 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 14,150,669 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion excluding Anchor Investor Portion is 14,895,442^^ Equity Shares, which were Allotted to 12 successful applicants. The category -wise details of the Basis of Allotment are as under:
^^ including spillover from Employee Reservation Portion
E. Allotment to Anchor lnvestors (AfterTechnical Rejections)
The Company and Selling Shareholders have Allotted 20,387,914 Equity Shares to 7 Anchor Investors, in consultation with the Book Running Lead Managers. In accordance with the SEBI Regulations, this represents 60.00% of the QIB Portion.
The IPO Committee of our Company at its meeting held on September 10,2015 has taken on record the Basis of Allotment of Equity Shares and has Allotted the Equity Shares to various successful applicants. Allotment Advice-cum-Refund Orders have been dispatched to the address of the investors as registered with the depositories on September 12,2015. Further, instructions to the SCSBs have been dispatched/ mailed on September 10,2015. In case the same is not received within ten days, investors may contact the Registrar to the Issue 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 Allottees have been uploaded on September 11, 2015 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company and the Selling Shareholders are taking steps to get the Equity Shares admitted for trading on the BSE and NSE within 12 Working Days of the Bid/Issue Closing Date. Our Company has filed the listing applications with BSE and NSE on September 11,2015.
INVESTORS PLEASE NOTE
The details of the Allotment made will be hosted on the website of the Registrar to the Issue, Link Intime India Private Limited at http://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 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:
Link Intime India Private Limited
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITYSHARES ON LISTING OR THE BUSINESS PROSPECTS OF SADBHAV INFRASTRUCTURE PROJECT LIMITED.
Sadbhav Infrastructure Project Limited has registered a Prospectus dated September 8, 2015 with the Registrar of Companies, Gujarat at Ahmedabad. The Prospectus shall be available on the website of SEBI at www.sebi.gov.in, the BSE and NSE at www.bseindia.com and www.nseindia.com and the respective websites of the Book Running Lead Managers at http://investmentbank.kotak.com, www.ingacapital.com, www.edelweissfin.com, www.icicisecurities.com and http://www.macquarie.com/in/corporate. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer to the Prospectus, including the section "Risk Factors" beginning on page 21 of the Prospectus. This document is not an Issue of securities for sale in the United States or elsewhere. This document has been prepared for publication in India and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws in the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U. S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in compliance with Regulation S under the U. S. Securities Act and the applicable laws of the jurisdiction where these Issue and sales occur. There will not and is not currently intended to be any public offering of securities in the United States. As such, please read the Offering Memorandum dated Septembers, 2015 available with the Book Running Lead Managers before making an investmentdecision.