|Basis of Allotment|
This 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 not for publication or distribution cirectly or indirectly outside india.all the capitalized terms used and not specifically defined here shall have the same meaning as ascribed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 27,2016(' prospectus')
HPL ELECTRIC & POWER LIMITED
Our Company was incorporated as 'HPL-Socomec Private Limited'on.May 28. 1992 as a private limited company under the Companies Act 1956 ('Companices Act 1056"). with the Registrar of Campanies, National Capital Tarrrtory of Delhi and Haryana at New Delhi (the "Roc"). Pursuant to a resolution of our Board of Directors dated January 21.210 and a resolution of our shareholdars dated February 13. 2010. the name of our Company was changed to HPL Electric & Power Private Limited and a fresh certificate of incorporation was issued upon change of name by the RoC on March 10.2010. Further, pursuant to conversion of our Company to a public limited company, the name of our Company was changed to'HPL Electric & Power Limited and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the RoC or December 14.2015. For details, see "History and Certain Corporate Matters' on page 155 of the Prospectus. Corporate Identity Number; U744899DL1992PLC048945. Registered and Corporate office: 1/21. Asaf Ali Road, New Delhi 110 002, India Tal: (+91 11) 2323 4411 Fax; (+91 11) 2323 2639. Contact Person: Mr. Vivek Kumar, Company Secretary and Compliance Officer Tel: (+91 11] 2323 4411 Fax: (+91 11) 2323 2639. E-mail: email@example.com, Website: www.hplindia.com
MR. LALIT SETH, HAVELL'S PRIVATE LIMITED (THE 'HAVELL'S TRADEMARK IS A PROPERTY OF HAVELL'S INDUSTRIES (NOW HAVELLS INDIA LIMITED) AND WE, OUR PROMOTERS AND MEMBERS OF OUR PROMOTER GROUP ARE NOT ASSOCIATED IN ANY MANNER WITH MAVELLS INDIA LIMITED OR ITS PROMOTERS) HPL INDIA LIMITED AND HAVELLS ELECTRONICS PRIVATE LIMITED (THE 'HAVELL'S' TRADEMARK IS A PROPERTY OF HAVELL'S INDUSTRIES (NOW HAVELLS INDIA LIMITED) AND WE, OUR PROMOTERS AND MEMBERS OF OUR PROMOTER GROUP ARE NOT ASSOCIATED IN ANY MANNER,WITH HAVELLS INDIA LIMITED OR ITS PROMOTERS).
BASIS OF ALLOTMENT
The Equity Shares are proposed to be listed on the BSE Limited ("BSE") and the Natural Stock Exchange of India Limited ("NSE") and the trading in Equity Shares will commence on October 04,2016. INITIAL PUBLIC OFFERING OF 17,871,287 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE "EQUITY SHARES') OF HPL ELECTRIC & POWER LIMITED (OUR "COMPANY" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 202 PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS 192 PER EQUITY SHARE) (THE "ISSUE PRICE") AGGREGATING TO RS 3,610 MILLION (THE "ISSUE"). THE ISSUE SHALL CONSTITUTE 27 79% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
Rs 202 per Equity Share of face value of Rs 10 each. | Anchor Investor Issue Price : Rs 202 per Equity Share. | The Issue Price is 20.2 times the face value.
Risks to Investors
(I) The three BRLMs associated with the Issue have handled 20 public issues in the past three years out of which 5 issues closed below the issue price on listing date*.
(ii) The Price/Earnings ratio based on diluted EPS for the year ended March 31,2016 for the Issuer at the upper end of the Price band is as high as 25.31, based on restated standalone financials and 25.60', based on restated consolidated financials as compared to the Industry Peer's Price / Earnings ratio of 35.81 on a standalone basis and 21,18 on a consolidated basis. See "Basis for Issue Price" on page 99 of the Prospectus.
(iii) The Return on Net Worth of the Issuer is 10.43% based on restated standalone financials and 10.34%* based on restated consolidated financials for year ended March 31,2016 as compared to Return on Net Worth of the Industry Peer which is 27.05% based on audited standalone financials and 47.26% based on audited consolidated financials for the year ended March 31,2016. See "Basis for Issue Price" on page 97 of the Prospectus.
(iv) Average cost of acquisition of Equity Shares for the Promoters of the Company is in the range of Rs 9.61 to Rs 25.21 per Equity Share and the Issue Price for the public at the upper end of Price Band isas high as Rs 202.
#As on the date of the Red Herring Prospectus dated September 09,2016 . (EPS and RoNW figures for our Company does not include Himachal Energy Private Limited, Since it became a Subsidiary with effect from May 9, 2016).
Bid/Issue Opened on September 22, 2016*
*The Anchor investor Bid/Issue Period was one working Day prior to the Bid/issue Opening Date i. e.September 21 2016 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009 ("SEBl ICDR Ragulations").
In terms of Rule19 (2)(b)(i) of the Sacurities Contracts (Regulation) Rules, 1957. as amended, (the "SCRR") The Issue was made for at least 25% of the post -lssue paid-up Equity Share capital of our Company. The issue is made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulation wherein 50% of tha Issua has been allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Category"). Our Company, in consultation with the Book Running Lead Managers ('BRLMs") allocated 60% of the QlB Category to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion") 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 Issue Price. Further. 5% of the QIB Category (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only. The remainder was available for allocation on a proportionate basis to QIBs and Mutual Funds. subject to valid Bids being received from them at or above the issue Pries. Further, not less than 15% of the Issue was available for allocation on a proportionate baas to Non-lnstitutional Investors and not less than 35% of the Issue was available for allocation to Retail Individual Investors, in accordance with tha SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All investors (except Anchor Investors) were permitted to participate in the Issue only through the ASBA process, For details in this regard, specific attention is invited to "Issue Procedure" on page 372 of the Prospectus,
The Issue received 283.737 applications for 12,10,35,880 Equity Snares (prior to technical rejections} resulting in 6,77 times subscription. The details of the applications received in the Issue from Retail Individual Investors, Non-lnstitutional Investors, QIBs (excluding Anchor invesiors) and Anchor investors are as under (before technical rejections):
A Summary of the final demand as per the NSE and BSE as on the Bid/lssue Closing Data at different Bid prices is as under:
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange. being NSE on September 30.2016.
A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)
The Besis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Issue Price of Rs 202 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 3.55 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 62,54,951 Equity Shares to 89,356 successful applicants. The category-wise details of the Basis of Allotment are as under.
B. Allatment to Non-lnstitutional Bidders, (After Technical Rejections)
The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Issue Price of Rs 202 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 25.45 times. The total number of Equity Shares Allotted in this category is26,80,694 Equity Shares to 82 successful applicants. The category-wise details of the Basis of Allotment are as under:
C. Alloment to QIBs (excluding Anchor Investors)
Allotment to QIBs, who have Bid at the issue Price of Rs 202 per Equity Share, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 7.90 times of Net QIB portion. As per the SEBI Regulations. Mutual Funds were Allotted 1.78.713 of the Equity Shares of Net QIB portion. available i.e. 36,74,257 Equrly Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 33,95,544 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB category is 35.74.257 Equity Shares, which were allotted to 18 successful Applicants. The category-wise details of the Basis of Allatmert are as under:
D. Allotment to Anchor Investors
The Company and the Selling Shareholders have Aallotted 53.61.385 Equity Shares to 13 Anchor Investor Bid cum Application Forms from 8 Anchor Investors in consultation with the BRLMs In acoordance with the SEBl Regulations this represents 60.00% of the QIB Portion.
The Board of Dirctors of our Company at its meeting held on September
30,2016, has taken on record the basis of allolment of Equity Shares approved by the
Designated Stock Exchange, being NSE and has allotted the Equrly Shares to various
successful applicants The Allotment Advice cum Refund Intimations have been dispatched to
the address of The investors as registered with The depositories on October
3,2016. Further, instructions to the SCSBs have been issued on September 30.2016 for
unblocking of funds. The Equity Shares allotted to the successful allottees have been
uploaded on September 30. 2016 tor credit into the respective beneficiary accounts subject
to validalion 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 Issue at the
address given below. The Company has filed the listng applications with BSE and NSE on
September 30.2016 and has receirved listing and trading approvals from NSE and BSE and
trading in, equity shares will commence on October 4.2016.
The details of the allotment made has been hosted on the website of the Registrar to the Issue. Karvy Computershare Private Limited at www.Karisma.karvy.com
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 BidCum-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 belovn.
Karvy Computershare Private Limited
THE LEVEL OF SUBSCRIPTION SHOULC NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF HPL ELECTRIC & POWER LIMITED.
HPL ELECTRIC & POWER LIMITED has filed a Prospectus with the RoC. The Prospectus is available on the website of the SEBI at www.sebi.gov.in as well as on the websites of the Book Running: Lead Managers, www.sbicaps.com. www.icicisecurities.com and www.idfcbank.com respectvely, Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see the section tited Risk Factors" beginning on page 13 of the Prospectus. The Equily Shares have not been and will not be registered under the U.S. Securities Act of 1933, (the "U.S. Securities Act"). 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 U.S. State securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions In compliance with Regulation S under the U.S. Securities Act and the applicable laws of jurisdiction where those offers and sales occur.