|Basis of Allotment|
is a public announcement for information purposes only and is not a prospectus
announcement. This does not constitute invitation or offer to acquire, purchase or
subscribe for securities. Not for publication or distribution, directly or indirectly
IRB InvIT Fund
(An irrevocable trust set up under the Indian Trusts Act, 1882, and
registered as an infrastructure investment trust with the Securities and Exchange Board of
India) Registered Office: IRB Complex, Chandivali Farm, Chandivali Village, Andheri
(E), Mumbai - 400 072, Maharashtra, India.
SPONSOR: IRB INFRASTRUCTURE DEVELOPERS LIMITED | INVESTMENT MANAGER: IRB INFRASTRUCTURE PRIVATE LIMITED
BASIS OF ALLOTMENT
The Units are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading is expected to commence on or before May 18,2017.
INITIAL PUBLIC OFFER OF 449,779,291 UNITS (THE "UNITS") REPRESENTING AN
UNDIVIDED BENEFICIAL INTEREST IN THE IRB INVIT FUND (THE "TRUST") CONSISTING OF
A FRESH ISSUE OF 421,568,627 UNITS, AT A PRICE OF RS 102 PER UNIT, AGGREGATING TO RS
43,000.00 MILLION BYTHE TRUST (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF
28,210,664 UNITS, AGGREGATING TO RS 2,877.49 MILLION, BY IRB INFRASTRUCTURE DEVELOPERS
LIMITED (THE "SPONSOR"), MODERN ROAD MAKERS PRIVATE LIMITED, ARYAN TOLL ROAD
PRIVATE LIMITED, ATR INFRASTRUCTURE PRIVATE LIMITED AND IDEAL ROAD BUILDERS PRIVATE
LIMITED (COLLECTIVELY, THE "SELLING UNITHOLDERS") (THE"OFFER FOR
SALE",AND TO GETHER WITH THE FRESH ISSUE, THE "ISSUE").
THE ISSUE PRICE: RS 102 PER UNIT
Risks to Investors:
1. Unitholders should note that there is no assurance or guarantee that distributions will be made in any amount or at all.
2. The investment by the Sponsor and the other Selling Unitholders in the equity shares of the Project SPVs, as on April 30,2017, is estimated to be Rs 11,759.65 million. The Sponsor and the other Selling Unitholders will receive Rs 10,598.65 million at the lower end of the price band, and Rs 11,759.65 million at the higher end of the price band, as consideration for their investment in the equity shares of the Project SPVs. This is based on the estimated outstanding net debt of Rs 47,451.35 million of the Project SPVs on a combined basis as on April 30,2017. However, in case the actual outstanding debt of the Project SPVs on a combined basis as on the acquisition date (pursuant to the Formation Transactions) is different from such estimated outstanding net debt, the equity value realized by the Sponsor and the other Selling Unitholders will change accordingly.
3. The present Issue is the first initial public offer of units of an infrastructure investment trust registered under the InvIT Regulations in India. There are no listed infrastructure investment trusts in India. Hence, no comparison of a previous initial public offer of units of an infrastructure investment trust is available in terms of issue price and listing date. Accordingly, it is not possible to provide an industry comparison in relation to the Trust.
4. The average return on net worth based on the Combined Financial Statements is (4.18)%, (6.50)% and (2.35)% for Fiscals 2016,2015 and 2014, respectively, and (0.72)% for the nine months ended December 31,2016.
5. The profit (loss) for Fiscal 2016 and the nine-month period ended December 31,2016, as per the Combined Financial
Statements, was Rs (763.63) million and Rs (130.49) million, respectively. Accordingly,
the price/earnings ratio cannot be calculated for such year/period.
BID/ISSUE PERIOD: BID/ISSUE OPENED ON* WEDNESDAY, MAY 3,2017 | BID/ISSUE CLOSED ON FRIDAY, MAY 5,2017
* The Anchor Investor and Strategic Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the lnvlTRegulations i.e. May 2,2017.
The Issue is being made through the Book Building Process and in compliance with the InvIT Regulations, wherein not more than 75% of the Issue was available for allocation on a proportionate basis to Institutional Bidders, out of which the Investment Manager and the Selling Unitholders, in consultation with the GCBRLMs and the BRLM, allocated up to 60% of the Institutional Bidder Category to Anchor Investors on a discretionary basis in accordance with the InvIT Regulations. Further, not less than 25% of the Issue was available for allocation on a proportionate basis to Other Bidders, in accordance with the InvIT Regulations, subject to valid Bids received at or above the Issue Price. For details, see "Issue Procedure" on page 465 of the Final Offer Document.
The Issue received 58,803 applications for 2,298,833,000 Units (before technical rejections) resulting in 4.66 times subscription. The details of the applications received in the Issue from various categories are as under: (Before technical rejections)
A summarv of the final demand as per the BSE and the NSE as on the Bid/Issue Closing Date at different Bid prices is as under:
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 12,2017.
A. Allotment to Other Bidders (after Technical Rejections)
The Basis of Allotment to the Other Bidders, who have Bid at or above the Issue Price of Rs 102 per Unit was finalized in consultation with NSE. The category has been subscribed to the extent of 4.92 times. The total number of Units Allotted in this category is 123,360,000 Units to 12,336 successful applicants. The category-wise details of the Basis of Allotment are as under:
B. Allotment to institutional investors (after Technical Rejections)
The Basis of Allotment to the Institutional Investors, who have Bid at or above the
Issue Price of Rs 102 per Unit, was finalized in consultation with the NSE. This category
has been subscribed to the extent of 8.91 times. The total number of Units Allotted in
this category is 164,720,000 Units to 71 successful applicants.
C. Allotment to Anchor Investors and Strategic Investors (after Technical Rejections)
The Basis of Allotment to Anchor Investors who have Bid at or above the Issue Price of
Rs 102 per Unit has been done on a discretionary basis by the Investment Manager, Selling
Unitholders and the Trustee in consultation with the GCBRLMs and the BRLM. No applications
were received from Strategic Investors. The total number of Units Allotted in this
category is 205,340,000 Units to 28 successful applicants.
The Board of directors of the Investment Manager at its meeting held on May 12,2017, has noted the Basis of Allotment of the Units approved by the Designated Stock Exchange, being NSE and Allotted the Units to various successful Applicants.
The Allotment Advice-cum-Refund Orders and/ or notices have been dispatched on or before May 16,2017 to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks have been dispatched/mailed on May 12,2017. 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 Units Allotted to the successful Applicants have been credited on May 15,2017 to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Investment Manager is taking steps for completion of the necessary formalities to get the Units admitted for trading on the BSE and the NSE within twelve Working Days from the Bid/ Issue Closing Date.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Final Offer Document dated May 12,2017.
INVESTORS PLEASE NOTE
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 Units bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:
Karvy Computershare Private Limited
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE UNITS ON LISTING OR THE BUSINESS PROSPECTS OF IRB INVIT FUND.