|Basis of Allotment|
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HEALTHCARE GLOBAL ENTERPRISES LIMITED
Our Company was originally incorporated as Curie Centre of Oncology Private Limited on March 12, 1998 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to Healthcare Global Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on November 14, 2005. Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 20, 2006 and the name of our Company was changed to Healthcare Global Enterprises Limited. Afresh certificate of incorporation consequent upon conversion to a public limited company was issued by the RoC on July 5, 2006. For details of change in the name and registered office of our Company, see "History and Certain Corporate Matters" on page 189 of the Prospectus.
Registered Office: HCG Tower, No. 8, P Kalinga Rao
Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India. Contact Person: Sunu
Manuel, Company Secretary and Compliance Officer; Tel: +91 80 4660 7700; Fax:
+91 80 4660 7749; E-mail: email@example.com;
OUR PROMOTERS: DR. BS AJAI KUMAR, DR. GANESH NAYAK, DR. BS RAMESH, DR. KS GOPINATH AND DR. M GOPICHAND
BASIS OF ALLOTMENT
The Equity Shares of the Company are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"). The Company has received listing and trading approval from BSE and NSE and trading in Equity Shares will commence on March 30, 2016.
PUBLIC OFFER OF 29,800,000 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH ("EQUITYSHARES") OF HEALTHCARE GLOBAL ENTERPRISES LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF RS. 218 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 208 PER EQUITY SHARE) AGGREGATING UP TO RS. 6,496.40 MILLION ("OFFER") COMPRISING A FRESH ISSUE OF UP TO 11,600,000 EQUITY SHARES AGGREGATING UP TO RS. 2,528.80 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF UP TO 18,200,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED HEREUNDER), INCLUDING ONE OF OUR PROMOTERS, DR. BS AJAI KUMAR, AGGREGATING UP TO RS. 3,967.60 MILLION ("OFFER FOR SALE"). THE OFFER CONSTITUTES 35.03% OF OUR POST-OFFER PAID-UP EQUITYSHARE CAPITAL.
The Offer Price : Rs. 218 per Equity Share of Face Value of Rs. 10 each
The Offer Price is 21.8 times of the Face Value
Anchor Investor Offer Price: Rs 218 per Equity Share
Risks to Investors:
i. The 6 Book Running Lead Managers associated with this Offer have handled 23 public issues in the past three years, of which 8 issues closed below the issue price on listing date.
ii. The Price/Earnings ratio based on diluted EPS on restated consolidated basis for FY 2015 at the upper end of the Price Band is as high as 3,114 as compared to the average industry peer group Price/Earnings ratio of 60.08 for FY 2015.
iii. Weighted Average Return on Net Worth for FY 2015, FY 2014 and FY 2013 on restated consolidated basis is negative i.e. (5.01)%.
iv. The weighted average cost of acquisition per Equity Share (only accounting for allotments) for our Promoters is Rs. 21.97 and for our Selling Shareholders is Rs. 52.83.
BID/OFFER OPENED ON MARCH 16, 2016
BID/OFFER CLOSED ON MARCH 18, 2016
ANCHOR INVESTOR BIDDING DATE: MARCH 15, 2016
In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), and 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"), the Offer is made for at least such percentage of Equity Shares equivalent to the value of Rs. 4,000 million and the post-Offer capital of our Company at the Offer Price is more than Rs.16,000 million but less than or equal to Rs. 40,000 million. The Offer is made through the Book Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company in consultation with the Investor Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 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 Offer Price. Further, not more than 15% of the Offer was available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% 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 investors, other than Anchor Investors, are required to mandatorily utilise the 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") to participate in this Offer. For details, see "Offer Procedure" on page 457 of the Prospectus.
The Offer received 19,363 Applications for 39,189,540 Equity Shares(indudingAnchorApplications) (before technical rejections) resulting in 1.32 times subscription. As per the bid book, the details of the Applications received in the Offer from various categories are as under: (Before technical rejections)
A summary of final demand as per BSE & NSE after the Bid/Offer Period at different prices is as under-
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on March 23,2016. 'Negligible and less than 0.01 %
A. Allotment to Retail Individual Investors (After Technical Rejections)
The Basis of Allotment to the Retail Individual Investors, who have Bid at Cut-off Price or at the Offer Price of Rs. 218 per Equity Share was finalized in consultation with NSE. The category has been subscribed to the extent of 0.76 times. The total number of Equity Shares Allotted in this category is 2,274,675 Equity Shares to 18,654 successful applicants. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non Institutional Investors (After Technical Rejections)
The Basis ofAllotmenttothe Non-Institutional Investors, who have Bid at the Offer Price of Rs. 218per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 0.40 times. The total number of Equity Shares Allotted in this category is 1,787,760 Equity Shares to 47 successful applicants. The category-wise details of the Basis of Allotment are asunder:
C. Allotment to QIBs excluding Anchor Investors
The Basis of Allotment to QIBs who have Bid at the Offer Price of Rs. 218 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 2.36 times. As per the SEBI Regulations, Mutual Funds were Allocated 5% of the Equity Shares of Net QIB Portion available i.e. 616,378 Equity Shares (including under subscribed portion of 169,378 Equity Shares spilled over from Non Institutional and Retail Category) and other QIBs, including Mutual Funds, were Allocated the remaining available 11,711,187 (including under subscribed portion of 3,218,187 Equity Shares spilled over from Non Institutional and Retail Category) on proportionate basis. The total number of Equity Shares allotted in the QIB category is 12,327,565 Equity Shares, which were allotted to 35 successful Applicants. The category-wise details of the Basis of Allotment are as under:
D. Allotment to Anchor Investors
The Company and Selling Shareholders in consultation with the BRLMs have Allocated 13,410,000 Equity Shares to 13 Anchor Investors at the Anchor Investor Offer Price of Rs. 218 per Equity Share.
In accordance with the SEBI Regulations, this represents 60 % of the QIB Category.
The Board of Directors of the Company at their meeting held on March 28,2016, has taken on record, the Basis of Allotment approved by the Designated Stock Exchange, being NSE and Allotted the Equity Shares to various successful Applicants.
The instructions to the Self Certified Syndicate Banks have been issued on March 24,2016 for unblocking of funds. The Equity Shares Allotted to the successful Applicants have been credited on March 28,2016 to their beneficiary accounts subject to validation of the account details with the depositories concerned. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below.
OurCompany filed the listing application with NSE and BSE on March 28,2016.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated March 22,2016 filed with the Registrar of Companies, Bangalore ("Prospectus")
INVESTORS PLEASE NOTE
These details of the Allotment made shall be hosted on the website of Registrar to the Offer, Karvy Computershare Private Limited at www.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 applicant, Serial number of the Bid-Cum-Application form, number of Equity Shares bid for, name of the Designated Intermediary, place where the bid was submitted and payment details at the address given below:
Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gacchibowli Financial District,
Nanakramguda, Hyderabad 500 032.
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 HEALTHCARE GLOBAL ENTERPRISES LIMITED.