|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 NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY
RBL BANK LIMITED
Our Bank was incorporated on June 14,1943 under the Indian Companies Act, 1913 as 'The Ratnakar Bank Limited' and was granted a certificate of commencement of business dated July 5,1943 by the Registrar of Joint Stock Companies, Kolhapur State. The name of our Bank was changed to its present name pursuant to a fresh certificate of incorporation issued by the RoC on November 24,2014. For details of certain changes in the registered office of our Bank, see the section titled "History and Certain Corporate Matters" on page 210 of the Prospectus dated August 24,2016 (the "Prospectus"). All capitalised terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Prospectus.
Registered Office: 1st Lane, Shahupuri, Kolhapur - 416 001, Maharashtra, India; Telephone: +91 231 6650 214; Facsimile: +91 231 2657 386; Corporate Office: One Indiabulls Centre, Tower 2B, 6th Floor, 841, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013, Maharashtra, India. Contact Person: Mr. Vinay Tripathi, Company Secretary and Compliance Officer in relation to the Issue; Telephone: +91 22 4302 0600; Facsimile: +91 22 4302 0520; E-mail: email@example.com; Website: www.rblbank.com ;CIN:U65191PN1943PLC007308
Our Bank is a professionally managed company and does not have a promoter either in terms of the SEBI Regulations (as hereinafter defined) or in terms of the Companies Act, 2013 Our Bank has filed the Prospectus dated August 24,2016 with the Registrar of Companies, Pune, Maharashtra and the Equity Shares will be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading is expected to commence on Wednesday, August 31,2016, subject to receipt of listing and trading approvals from NSE and BSE.
BASIS OF ALLOTMENT
PUBLIC ISSUE OF 53,909,628 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH ("EQUITY SHARES") OF RBL BANK LIMITED (OUR "BANK" OR THE "ISSUER") FOR CASH AT A PRICEOF RS 225 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 215 PER EQUITY SHARE, AGGREGATING TO RS. 12,129.67 MILLION (THE "ISSUE") COMPRISING A FRESH ISSUE OF 37,000,000 EQUITY SHARES BY OUR BANK AGGREGATING TO RS. 8,325 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 16,909,628 EQUITY SHARES COMPRISING 3,879,070 EQUITY SHARES BY PERSONS LISTED IN ANNEXURE A TO THE PROSPECTUS ("CATEGORY I SELLING SHAREHOLDERS"), 9,505,558 EQUITY SHARES BY BEACON INDIA PRIVATE EQUITY FUND ("BEACON") AND 3,525,000 EQUITY SHARES BY GPE (INDIA) LTD ("GPE" AND TOGETHER WITH BEACON, THE "CATEGORY II SELLING SHAREHOLDERS" AND TOGETHER WITH CATEGORY I SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS") (THE "OFFER FOR SALE"). THE ISSUE SHALL CONSTITUTE 14.58% OF THE FULLY DILUTED POST-ISSUE PAID UP CAPITAL OF OUR BANK.
Our Bank has made a pre-lPO placement of 25,000,000 Equity Shares to certain investors at a price of Rs. 195.00 per Equity Share. For more information, see the section titled "Capital Structure" on page 94 of the Prospectus.
ISSUE PRICE: RS. 225 PER EQUITY SHARE OF FACE VALUE OFRS. 10 EACH
Risks to Investors relating to pricing:
i. The Nine Lead Managers associated with the Issue have handled 38 public issues in the past three years, out of which 12 issues closed below the issue price on listing date.
ii. The Return on Networth (RONW) of the Issuer is 9.79% based on restated financials for year ended March 31,2016 as compared to average of RONW for the Peer Group mentioned on page 121 of the Prospectus which is 13.54% based on audited consolidated financials for year ended March 31,2016.
iii Average cost of acquisition of Equity Shares for top five Selling Shareholders [i.e. Beacon India Private Equity Fund, GPE (India) Ltd, Gaja Trustee Company Private Limited (on behalf of Gaja Capital India Fund I), Capvent India Private Equity Fund Limited and Elephant India Finance Private Limited] is in the range of Rs. 66 to Rs. 73.71 whereas the Issue Price for the public is much higher at Rs. 225.
BID/ ISSUE PERIOD: OPENED ON: FRIDAY, AUGUST 19, 2016;
Pursuant to Rule 19(2)(b)(iii) of the Securities Contracts Regulation Rules, 1957, as amended ("SCRR"), read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI Regulations"), the Issue was made for at least 10% of the post-Issue paid-up equity share capital of our Bank. The Issue was made through the Book Building Process in accordance with Regulation 26(1) of the SEBI Regulations, wherein 50% of the Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs"). Our Bank, in consultation with the GCBRLMs and the BRLMs, allocated upto 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third was made available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were required to be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion was made 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, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were required to be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Issue was made available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue was made available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received from them at or above the Issue Price such that, subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis. All prospective Bidders, other than Anchor Investors were required to submit their Bids through the Applications Supported by Blocked Amount ("ASBA") process only, by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs. For details, see the section titled "Issue Procedure" on page 508 of the Prospectus.
The Issue received 1,038,427 applications for 2,641,091,245 Equity Shares (prior to technical rejections) resulting in 48.9911 times subscription. The details of the applications received in the Issue from various categories are as under: (before technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on August 27,2016.
A. Allotment to 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 or at the Issue Price of Rs. 225 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 5.4359 times. The total number of Equity Shares Allotted in Retail Portion is 18,868,370 Equity Shares to 290,282 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 Issue Price of Rs. 225 per Equity Share or above, was finalized in consultation with the NSE. The Non-Institutional Portion has been subscribed to the extent of 195.7180 times. The total number of Equity Shares Allotted in this category is 8,086,445 Equity Shares to 1,073 successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under (SAMPLE):
C. Allotment to Qualified Institutional Buyers
Allotment to QIBs, who have Bid at the Issue Price of Rs. 225 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 85.7222 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 539,097 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 10,242,829 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 10,781,926 Equity Shares, which were allotted to 182 successful QIBs. The category-wise details of the Basis of Allotment are as under:
D. Allotment to Anchor Investors
The Bank in consultation with the GCBRLMs and BRLMs, have allocated 16,172,887 Equity Shares to 25 Anchor Investors (through 42 Applications) at the Anchor Investor Issue Price of Rs.225 per Equity Share in accordance with the SEBI Regulations. This represents 60.00% of the QIB Portion.
The Capital Raising Committee of our Bank on August 29,2016 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 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 Issue Account have been issued on Monday, August 29,2016 and payment to non-Syndicate brokers have been issued on August 29,2016. In case the same is not received within fifteen 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 August 29,2016 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Bank has filed the listing application with NSE and BSE on August 29,2016. The trading is expected to commence on Wednesday, August 31,2016, subject to receipt of listing and trading approvals from NSE and BSE.
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 will be hosted on the website of the Registrar to the Issue, Link Intime India Private Limited at 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 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 Acknowledgment Slip received from the Designated Intermediary at the address given below:
Intime India Private Limited
C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West)
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 RBL BANK LIMITED
RBL BANK LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and Issue considerations, to make an initial public offer of its Equity Shares and has filed the Prospectus with the RoC, on August 24,2016. The Prospectus is available on the websites of SEBI and Stock Exchanges at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, and is also available on the websites of the GCBRLMs to the Issue at www.investmentbank.kotak.com, www.axiscapital.co.in, www.online.citibank.co.in/rhtm/citigroupglobalscreen1 .htm and http://www.morganstanley.com/aboutus/global-offices/india/ and websites of the BRLMs to the Issue at www.hdfcbank.com, www.icicisecurities.com, www.idfccapital.com, www.iiflcap.com and www.sbicaps.com. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see "Risk Factors" beginning on page 15 of the Prospectus. Potential investors should not rely on the Draft Red Herring Prospectus filed with SEBI in making any investment decision.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute an offer of securities for sale in any jurisdiction, including the United States, Canada or Japan, and any securities described in this announcement may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Bank and management, as well as financial statements. No public offering or sale of securities in the United States is contemplated.