The offer consists of fresh issue of Equity Shares aggregating up to Rs 3,000 million (“Fresh Issue”) and an offer for sale of 24,107,440 Equity Shares (“Offer for Sale”) by the selling shareholders namely Aptuit (Asia) Private Limited, Bluewater Investment Ltd, FIL Capital Management (Mauritius) Limited and Fidelity India Principals (acting through its trustee FIL Capital Advisors) (the “Selling Shareholders”). The Offer includes a reservation of up to such number of Equity Shares aggregating up to Rs. 125 million, for subscription by eligible employees (as defined in the RHP) not exceeding 5% of the Company’sPost-Offer paid up Equity Share capital (the “Employee Reservation Portion”). The Offer less the Employee Reservation Portion is hereinafter referred to as the “NetOffer”.
The Company will not receive any proceeds from the Offer for Sale and all proceeds from the Offer for Sale will go to the Selling Shareholders. The Company proposes to use the net proceeds from the Fresh Issue towards pre-payment of term loans and general corporate purposes.
The Offer is being made through the Book Building Process,in terms of of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), andin accordance with Regulation 26(1) of the SEBI ICDR Regulations, wherein 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided thatour Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors (“Anchor Investor Portion”) at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations.
5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be 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 shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer 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.
Further, such number of equity shares aggregating up to Rs.125 million shall be available for allocation on a proportionate basis to Eligible Employees, subject to Valid Bids being received from them at or above the offer price after the Employee Discount. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Applications Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see the section titled “Offer Procedure” on page 530 of the RHP.
Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited, Jefferies India Private Limited and SBI Capital Markets Limited are the BRLMsto the Offer. The Registrar to the Offer is Karvy Computershare Private Limited.
The Equity Shares of the Company are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (NSE).