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| BROOKFIELD INDIA REAL ESTATE TRUST |
| Basis of Allotment |
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSE ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFERS TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OR SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
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| BROOKFIELD INDIA REAL ESTATE TRUST |
| (Registered in Republic of India as a contributory determinate and irrevocable trust on July 17, 2020 at Mumbai India under the Indian Trust Act, 1832 and as a real estate investment trust on |
| September 14, 2020 at Mumbai under the Securities and Exchange Board of India (Real Estate Investment Trust) Regulations 2014, having registered number in/reit /20-21/0004) |
| Principal Place of Business: Candor Tech IT/ ITES SEZ, Building 5A/10, Sectcr-48, Tikri Near Subhash Chowk, Gurugram - 122 018, Haryana, India, Tel: +91 22 6600 0700; Fax: +91 22 6690 0777; Compliance Officer: Ruhi Goswami; E-mail: reit.compliance@brookfiled.com; Website: brookfiledindia.reit.in |
| TRUSTEE | SPONSOR | MANAGER |
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| Axis Trustee Services Limited | BSREP India Office Holdings V Pte. Ltd. | Brookprop Management Services Private Limited |
| BASIS OF ALLOTMENT |
The Units of Brookfield India Real Estate Trust are proposed to be listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading is expected to commence on or about February 16, 2021.
Initial public offer of 138,181,800 Units (as defined hereinafter) of Brookfield India Real Estate Trust (the "Brookfield REIT") for cash at a price of Rs. 275 per Unit aggregating up to Rs. 38,000 million (the "Issue"). The Issue is being undertaken in reliance upon Regulation 14(1) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended (the "REIT Regulations"). The Issue will constitute 45.63% of the issued and paid-up Units on a post-issue basis in accordance with Regulation 14(2A)of the REIT Regulations.
Any discrepancies with respect to the Issue information in terms of amount stated, is due to applicable rounding off.
| ISSUE PRICE: Rs. 275 PER UNIT |
| ANCHOR INVESTOR ISSUE PRICE: Rs. 275 PER UNIT |
| Risks to Investors: | |
| 1. | The Manager of the Brookfield REIT may not be able to make distributions to the Unit holders in the manner described in the Final Offer Document or at all, and the quantum of distributions may decrease. |
| 2. | Brookfield REIT has no operating history and may not be able to operate its business successfully, achieve its business objectives or generate sufficient cash flows to make or sustain distributions. Further, the Condensed Combined Financial Statements included in the Final Offer Document may not accurately reflect its future financial position, results of operation and cash flows. |
| 3. | The extent to which the Coronavirus disease (COVID-19) may affect Brookfield REIT's business and operations in the future is uncertain and cannot be predicted. |
Credit Rating: Brookfield REIT has been assigned a corporate credit rating of 'Provisional CCR AAA/Stable' by CRISIL Limited.
| BID/ISSUE PROGRAM |
| BID/ISSUE OPENED ON WEDNESDAY, FEBRUARY 3, 2021 |
| BID/ISSUE CLOSED ON FRIDAY, FEBRUARY 5, 2021 |
| ANCHOR INVESTOR BIDDING DATE WAS TUESDAY, FEBRUARY 2, 2021 |
The Issue was made through the Book Building Process and in compliance with the REIT Regulations and the SEBI Guidelines (as defined hereafter), wherein not more than 75% of the Issue was available for allocation on a proportionate basis to Institutional Investors, provided that the Manager may, in consultation with the Lead Managers, allocate up to 60% of the Institutional Investor Portion to Anchor Investors on a discretionary basis in accordance with the REIT Regulations and the SEBI Guidelines. Further, not less than 25% of the Issue was available for allocation on a proportionate basis to Non-Institutional Investors, in accordance with the REIT Regulations and the SEBI Guidelines, subject to valid Bids being received at or above the Issue Price. All Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank accounts which will be blocked by the Self Certified Syndicate Banks ("SCSBs"), to participate in the Issue. For details, see "Issue Procedure" of the Final Offer Document.
The Issue received 44,487 applications for 652,542,800 Units (prior to technical rejections) resulting in 4.7223 times subscription. The details of the applications received in the Issue from various categories are as under (before technical rejections)-
| SI. No. | Category | No. of Applications | No. of Units Applied | Reserved | No. of times Subscribed | Amount (Rs.) |
| A | Institutional Investors | 74 | 198,398,400 | 41,455,400 | 4.7858 | 54,559,560,000.00 |
| B | Non-Institutional Investors | 44,374 | 391,635,600 | 34,545,600 | 11.3368 | 107,702,145,800.00 |
| C | Anchor Investors | 39 | 62,508,800 | 62,180,800 | 1.0053 | 17,189,920,000.00 |
| TOTAL | 44,487 | 652,542,800 | 138,181,800 | 4.7223 | 179,451,625,800.00 |
Final Demand
A summary 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:
| Sr. No. | Bid price | Bids quantity | (%) to Total | Cumulative Total | % Cumulative Total |
| 1 | 274 | 668,600 | 0.11 | 668,600 | 0.11 |
| 2 | 275 | 605,775,200 | 99.89 | 606,443,800 | 100.00 |
| TOTAL | 606,443,800 | 100.00 |
A. Allotment to Institutional Investors (excluding Anchor Investors) (After technical rejections)
The Basis of Allotment to the Institutional Investors, who have bid at the Issue Price of Rs. 275 per Unit or above, was finalized in consultation with the BSE. The Institutional Portion has been subscribed to the extent of 4.7858 times. The total number of Units Allotted in this category is 41,455,400 Units to 74 successful Institutional Investors. The category-wise details of the Basis of Allotment are as under: (Sample)
| Category | No. of Applications Received | % of Total | Total No. of Units applied | Vo to Total | No. of Units allotted per applicant | Ratio | Total No. of Units allotted |
| 1,800 | 1 | 1.35 | 1800 | 0.00 | 400 | 1:1 | 400 |
| 50,200 | 1 | 1.35 | 50,200 | 0.03 | 10,400 | 1:1 | 10,400 |
| 72,600 | 1 | 1.35 | 72,600 | 0.04 | 15,200 | 1:1 | 15,200 |
| 73,000 | 1 | 1.35 | 73,000 | 0.04 | 15,200 | 1:1 | 15,200 |
| 75,000 | 1 | 1.35 | 75,000 | 0.04 | 15,600 | 1:1 | 15,600 |
| 79,600 | 1 | 1.35 | 79,600 | 0.04 | 16,600 | 1:1 | 16,600 |
| 100,000 | 1 | 1.35 | 100,000 | 0.05 | 20,800 | 1:1 | 20,800 |
| 5,303,200 | 1 | 1.35 | 5,303,200 | 2.67 | 1,108,000 | 1:1 | 1,108,000 |
| 5,454,400 | 1 | 1.35 | 5,454,400 | 2.75 | 1,139,600 | 1:1 | 1139,600 |
| 6,627,200 | 1 | 1.35 | 6,627,200 | 3.34 | 1,384,800 | 1:1 | 1384,800 |
| 6,727,200 | 1 | 1 35 | 6,727,200 | 3.39 | 1,405,600 | 1:1 | 1405,600 |
| 7,167,000 | 1 | 1.35 | 7,167,000 | 3.61 | 1,497,600 | 1:1 | 1497,600 |
| 8,727,000 | 1 | 1.35 | 8,727,000 | 4.40 | 1,823,600 | 1:1 | 1,823,600 |
| 9,090,800 | 1 | 1.35 | 9,090,800 | 4.58 | 1,899,600 | 1:1 | 1,899,600 |
| 10,682,000 | 1 | 1.35 | 10,682,000 | 5.38 | 2,232,000 | 1:1 | 2,232,000 |
| 10,910,000 | 1 | 1.35 | 10,910,000 | 5.50 | 2,279,600 | 1:1 | 2,279,600 |
| 12,109,000 | 1 | 1.35 | 12,109,000 | 6.10 | 2,530,200 | 1:1 | 2,530,200 |
| 26,500,000 | 1 | 1.35 | 26,500,000 | 13.36 | 5,537,200 | 1:1 | 5,537,200 |
B. Allotment to the Non-institutional Investors (after technical rejections)
The Basis of Allotment to the Non-Institutional Investors, who have bid at the Issue Price of Rs. 275 per Unit or above, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 11.1896 times. The total number of Units Allotted in this category is 34,545.600 Units to 7,594 successful Non-Institutional Investors. The category-wise details of the Basis of Allotment are as under: (Sample)
| Category | No. of Applications Received | %of Total | Total No. of Units applied | % to Total | No. of Units allotted per applicant | Ratio | Total No. of Units allotted |
| 200 | 31,231 | 74.00 | 6,246,200 | 1.62 | 200 | 16:179 | 558,400 |
| 400 | 3,778 | 8.95 | 1,511,200 | 0.39 | 200 | 22:123 | 135,200 |
| 600 | 2,709 | 6.42 | 1,625,400 | 0.42 | 200 | 11:41 | 145,400 |
| 800 | 802 | 1.90 | 641,600 | 0.17 | 200 | 14:39 | 57,400 |
| 1,000 | 655 | 1.55 | 655,000 | 0.17 | 200 | 13:29 | 58,600 |
| 1,200 | 139 | 0.33 | 166,800 | 0.04 | 200 | 6:11 | 15,000 |
| 1,400 | 107 | 0.25 | 149,800 | 0.04 | 200 | 12:19 | 12,600 |
| 1,600 | 89 | 0.21 | 142,400 | 0.04 | 200 | 8:11 | 12,800 |
| 1,800 | 193 | 0.46 | 347,400 | 0.09 | 200 | 21:26 | 31,200 |
| 2,000 | 357 | 0.85 | 714,000 | 0.18 | 200 | 17:19 | 63,800 |
| 2,200 | 58 | 0.14 | 127,600 | 0.03 | 200 | 57:58 | 11,400 |
| 15,200 | 1 | 0.00 | 15,200 | 0.00 | 1,400 | 1:1 | 1,400 |
| 15,400 | 1 | 0.00 | 15,400 | 0.00 | 1.400 | 1:1 | 1,400 |
| 15,600 | 4 | 0.01 | 62,400 | 0.02 | 1.400 | 1:1 | 5,600 |
| 15,800 | 2 | 0.00 | 31,600 | 0.01 | 1.400 | 1:1 | 2,800 |
| 20,000 | 39 | 0.09 | 780,000 | 0.20 | 1.600 | 1:1 | 62,400 |
| 0.00 | 0.00 | 200 | 37:39 | 7,400 | |||
| 20,600 | 1 | 0.00 | 20,600 | 0.01 | 1.800 | 1:1 | 1,800 |
| 21,000 | 2 | 0.00 | 42,000 | 0.01 | 1,800 | 1:1 | 3,600 |
| 0.00 | 0.00 | 200 | 1:2 | 200 | |||
| 21,200 | 2 | 0.00 | 42,400 | 0.01 | 1.800 | 1:1 | 3,600 |
| 0.00 | 0.00 | 200 | 1:2 | 200 | |||
| 21,800 | 10 | 0.02 | 218,000 | 0.06 | 1,800 | 1:1 | 18,000 |
| 0.00 | 0.00 | 200 | 7:10 | 1,400 | |||
| 0.00 | 0.00 | 200 | 1:3 | 600 | |||
| 2.000,000 | 1 | 0.00 | 2,000,000 | 0.52 | 178,800 | 1:1 | 178,800 |
| 2,545,400 | 1 | 0.00 | 2,545,400 | 0.66 | 227,400 | 1:1 | 227,400 |
| 2,727,200 | 6 | 0.01 | 16,363,200 | 4.23 | 243,600 | 1:1 | 1,461,600 |
| 0.00 | 0.00 | 200 | 2:3 | 800 | |||
| 2,909,000 | 1 | 0.00 | 2,909,000 | 0.75 | 260,000 | 1:1 | 260,000 |
| 3,181,800 | 1 | 0.00 | 3,181,800 | 0.82 | 284,400 | 1:1 | 284,400 |
| 3,636,200 | 3 | 0.01 | 10,908,600 | 2.82 | 324,800 | 1:1 | 974,400 |
| 0.00 | 0.00 | 200 | 2:3 | 400 | |||
| 4,363,600 | 1 | 0.00 | 4,363,600 | 1.13 | 390,000 | 1:1 | 390,000 |
| 4,545,400 | 1 | 0.00 | 4,545,400 | 1.18 | 406,200 | 1:1 | 406,200 |
| 5,454,400 | 3 | 0.01 | 16,363,200 | 4.23 | 487,400 | 1:1 | 1,462,200 |
| 0.00 | 0.00 | 200 | 1:3 | 200 | |||
| 8,727,200 | 1 | 0.00 | 8,727,200 | 2.26 | 780,000 | 1:1 | 780,000 |
| 9,090,800 | 3 | 0.01 | 27,272,400 | 7.06 | 812,400 | 1:1 | 2,437,200 |
| 0.00 | 0.00 | 200 | 1:3 | 200 | |||
| 10,909,000 | 1 | 0.00 | 10,909,000 | 2.82 | 975,000 | 1:1 | 975,000 |
| 12,727,200 | 1 | 0.00 | 12,727,200 | 3.29 | 1,137,400 | 1:1 | 1,137,400 |
| 13,272,600 | 1 | 0.00 | 13,272,600 | 3.43 | 1,186,200 | 1:1 | 1,186,200 |
| 18,181,800 | 1 | 0.00 | 18,181,800 | 4.70 | 1,624,800 | 1:1 | 1,624,800 |
| 34,545,600 | 1 | 0.00 | 34,545,600 | 8.94 | 3,087,400 | 1:1 | 3,087,400 |
| 36,363,600 | 1 | 0.00 | 36,363,600 | 9.41 | 3,249,800 | 1:1 | 3,249,800 |
C. Allotment to Anchor Investors
The Brookfield India Real Estate Trust, at the discretion of the Manager in consultation with the Lead Managers, has allotted 62,180,800 Units to 39 Anchor Investors at the Anchor Investor Issue Price of Rs. 275 per Unit in accordance with the SEBI Regulations. This represents less than 60% of the Institutional Investor Portion.
| Category | FIS/BANKS | MF's | IC's | NBFC's | AIF | FPC | OTHERS | TOTAL |
| Anchor Investors | - | 15,672,600 | 24,472,200 | 4,181,600 | 3,054,200 | 14,472,800 | 327,400 | 62,180,800 |
The Governing Board of the Manager at its committee meeting held on February 11, 2021, has noted the Basis of Allotment of the Units approved by the Designated Stock Exchange, being BSE and allotted the Units to various successful applicants.
The Allotment Advice-cum-Refund Intimation has been dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks have been dispatched on February 11, 2021.
In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Units Allotted to the successful Allottees have been credited on February 12, 2021 to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Manager has applied for listing and trading approvals on February 12, 2021 from the BSE and the NSE. The Units are expected to commence trading on or about February 16, 2021.
All capitalized terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Final Offer Document dated February 9, 2021.
INVESTORS PLEASE NOTE
The details of the Allotment made is hosted on the website of the Registrar to the Offer, 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 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 Units 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:
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| Link Intime India Private Limited |
| C-101, 1st Floor, 247 Park, Lai Bahadur Shastn Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India |
| Tel: +91 22 4918 6200; Fax: +91 22 4918 6195; E-mail: brookfield.reit@linkintime.co.in |
| Investor grievance e-mail: brookfield.reit@linkintime.co.in; Website: www.linkintime.co.in |
| Contact Person: Shanti Gopalkrishnan; SEBI Registration No: INR000004058 |
| On behalf of BROOKFIELD INDIA REAL ESTATE TRUST | |
| BROOKPROP MANAGEMENT SERVICES PRIVATE LIMITED | |
| Place: Gurugram | Sd/- |
| Date: February 13, 2021 | Compliance Officer |
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 Brookfield India Real Estate Trust.
BROOKFIELD INDIA REAL ESTATE TRUST, acting through its Manager, is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Units representing an undivided beneficial interest in Brookfield India Real Estate Trust, and has filed the Final Offer Document with SEBI and the Stock Exchanges. The Final Offer Document is available on the website of SEBI at www.sebi.gov.in BSE at www.bseindia.com, NSE at www.nseindia.com as well as on the websites of GCBRLMs, i.e. www.morganstanley.com, www.ml-india.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm and https://www.business.hsbc.co.in/en-gb/in/generic/ipo-open-offer-and-buyback and websites of BRLMs, i.e. www.ambit.co, www.axiscapital.co.in, www.iiflcap.com, www.jmfl.com, www.jpmipl.com, www.investmentbank.kotak.com and www.sbicaps.com, respectively. Potential investors should note that investment in the Units involves a degree of risk, and for details relating to the same, should refer to the section "Risk Factors" of the Final Offer Document.
This announcement has been prepared for publication in India and may not be released in the United States. This announcement is not an offer to sell, nor a solicitation of any offer to buy, securities of Brookfield India Real Estate Trust in the United States. The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. 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 U.S. Securities Act and applicable state securities laws. Accordingly, the Units are being offered and sold (I) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act), pursuant to section 4(a) of the U.S. Securities Act or another available exemption from the registration requirements of the U.S. Securities Act.
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