|Basis of Allotment|
ENTERPRISES INDIA LIMITED
Our Company was incorporated as Amber Enterprises India Private Limited on April 2,1990 at Jalandhar, Punjab as a private limited company under the Companies Act, 1956. Our Company was converted to a public limited company pursuant to a special resolution passed by our shareholders on September 20, 2017 and a fresh certificate of incorporation dated September 22, 2017 was issued by the Registrar of Companies, Chandigarh, consequently, the name of our Company was changed to Amber Enterprises India Limited. For further details of change in the name and Registered Office of our Company, see "History and Certain Corporate Matters" on page 164 of the Prospectus dated January 23, 2018 ("Prospectus").
Registered Office: C-1, Phase - II, Focal Point,
Rajpura Town -140 401, Punjab; Tel: +91 1762 232126; Fax: +91 1762
OUR PROMOTERS: JASBIR SINGH AND DALJIT SINGH
Our Company has registered the Prospectus dated January 23, 2018 with the Registrar of Companies, Chandigarh ("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 January 30, 2018.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF 6,984,865 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF AMBER ENTERPRISES INDIA LIMITED ("COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 859 PER EQUITY SHARE ("OFFER PRICE") AGGREGATING TO RS 5,995.74 MILLION,COMPRISING A FRESH ISSUE OF 5,529,685 EQUITY SHARES AGGREGATING TO RS 4,746.63 MILLION ("FRESH ISSUE")AND AN OFFER FOR SALE OF 1,455,180 EQUITY SHARES AGGREGATING TO RS 1,249.11 MILLION, COMPRISING AN OFFER FOR SALE OF 727.590 EQUITY SHARES BY JASBIR SINGH AGGREGATING TO RS 624.56 MILLION, AND 727,590 EQUITY SHARES BY DALJIT SINGH AGGREGATING TO RS 624.56 MILLION (JASBIR SINGH AND DALJIT SINGH COLLECTIVELY, THE "PROMOTER SELLING SHAREHOLDERS"), (THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, THE "OFFER"). THE OFFER INCLUDES A RESERVATION OF 50,000 EQUITY SHARES AGGREGATING TO RS 38.7* MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ("EMPLOYEE RESERVATION PORTION"). THE OFFER LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER AND NET OFFER CONSTITUTE 22.21% AND 22.05%, RESPECTIVELY OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL.
*Employee Discount of Rs 85 per Equity Shares to the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion.
Offer Price: Rs 859 per Equity Share of face value of Rs 10 each | The
Offer Price is 85.9 times the face value
Risks to Investors
The four Book Running Lead Managers associated with the Offer
have handled 35 public issues in the past three years out of which 9 issues closed below
the issue price on the listing date.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), and in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI Regulations"), this Offer was made through the Book Building Process, wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"), of which 60% of the QIB Portion was allocated to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) was made 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 less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations subject to valid Bids being received at or above the Offer Price. Further, 50,000 Equity Shares were offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, conditional upon valid Bids being received from them at or above the Offer Price. All potential Bidders, other than Anchor Investors, are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account which will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, see "Offer Procedure"on page 491 of the Prospectus.
The bidding for Anchor Investors opened and closed on January 16,2018. The company received 20 applications from 15 anchor investors for 2,080,460 Equity Shares. The Anchor investor price was finalized at Rs 859 per Equity Share. A total of 2,080,459 shares were allocated under the Anchor Investor Portion aggregating to Rs.1,787.11 million.
The Offer received 1,406,517 applications for 805,504,302 Equity Shares (prior to technical rejections) resulting in 115.32 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 BSE on January 24, 2018.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs 859 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 11.0821 times. The total number of Equity Shares Allotted in Retail Portion is 2,428,234 Equity Shares (Including spill over from Employee category) to 142,837 successful Retail Individual Bidders. 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 859 per Equity Share or above, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 518.0806 times. The total number of Equity Shares Allotted in this category is 1,040,672 (Including spill over from Employee category) Equity Shares to 744 successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)
C. Allotment to Eligible Employees
The Basis of Allotment to the Eligible Employees, who have bid at the Offer Price of Rs 774 per Equity Share or above, was finalized in consultation with the BSE. The Eligible Employees Portion has been subscribed to the extent of 0.9411 times. The total number of Equity Shares Allotted in this category is 47,056 Equity Shares to 168 successful Bidders. The category-wise details of the Basis of Allotment are as under
D. Allotment to QIBs (Excluding Anchor Investors)
Allotment to QIBs (Excluding Anchor Investors), who have Bid at the Offer Price of Rs 859 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 178.6666 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 69,423 Equity Shares (Including spill over from Employee category) and other QIBs, including Mutual Funds were Allotted the remaining available Equity Shares i.e. 1,319,021 Equity Shares (Including spill over from Employee category) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 1,388,444 Equity Shares, which were allotted to 180 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
E. Allotment to Anchor Investors
The Company and the Promoter Selling Shareholders, in consultation with the BRLMs, have allocated 2,080,459 Equity Shares to 20 Anchor Investors at the Anchor Investor Offer Price of Rs 859 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.
The IPO Committee of the Company on January 25,2018 has taken on record the Basis of Allotment of Equity Shares as 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 are being 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 January 25,2018 and payment to non-Syndicate brokers have been issued on January 29,2018. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on January 25, 2018 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 January 29, 2018. The Company has received listing and trading approvals from NSE and BSE and the trading will commence on January 30, 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 have been hosted on the website of the Registrar to the Offer, Karvy Computershare Private Limited at https://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 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 of Registrar.
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 AMBER ENTERPRISES INDIALIMITED.
Amber Enterprises India Limited has registered the Prospectus with the RoC which was approved on January 24,2018. The Prospectus is available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, respectively and the websites of the BRLMs at www.edelweissfin.com, www.idfcbank.com, www.sbicaps.com and www.bnpparibas.co.in respectively. Any potential 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 titled "RiskFactors" on page 16 of the Prospectus where available.
This announcement has been prepared for publication in India and may not be released in the United States. The announcement is not an offer to sell or a solicitation of any offer to buy securities of our Company in the United States. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("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 a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable U.S. state securities laws. The Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of each jurisdictions where such offers and sales are made. There will be no public offering in the United States.