IndoStar Capital Finance (“Company”) will be launching its initial public offering (“IPO” or the “Offer”). The IPO is scheduled to open on May 9, 2018 and close on May 11, 2018 with a price band of Rs. 570 to Rs. 572 per equity share of face value of Rs. 10 each of the Company (the“Equity Shares”). The anchor investor allocation will be a day prior to the Bid/Offer Opening Date i.e. May 8, 2018.
The IPO comprises a Fresh Issue aggregating up to Rs. 7,000 million (“Fresh Issue”) and an Offer for Sale of up to 20,000,000 Equity Shares by the selling shareholders, comprising an offer for sale of up to 18,508,407 equity shares by Indostar Capital (“Promoter Selling Shareholder”) and an offer for sale of up to 1,491,593 Equity Shares by the Other Selling Shareholders (as defined in the RHP, and together with the Promoter Selling Shareholder, the “Selling Shareholders”, and such offer for sale, the “Offer for Sale”).
The Company intends to primarily utilize the Net Proceeds of the Fresh Issue for augmenting its capital base to meet future capital requirements.
The Offer is being made in terms of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 (SCRR), through the Book Building Process 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 “SEBIICDR Regulations”), wherein 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, may allocate up to 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 will be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only.
The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer 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 will be added to the remaining Net QIB Portion for proportionate allocation to QIBs.
Further not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBIICDR Regulations, subject to valid Bids being received from them 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.
All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through 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. Anchor Investors are not permitted to participate in the Offer through the ASBA process.
JM Financial Limited, Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, Motilal Oswal Investment Advisors Limited and Nomura Financial Advisory and Securities (India) Private Limited are the Book Running Lead Managers to the Offer. The Registrar to the Offer is Link Intime India Private Limited.
The Equity Shares are proposed to be listed on BSE Limited and National Stock Exchange of India Limited.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.
IndoStar Capital Finance Limited proposes, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has registered the Red Herring Prospectus dated April 25, 2018 with the Registrar of Companies, Maharashtra at Mumbai on April 25, 2018 (“RHP”). The RHP is available on SEBI website at www.sebi.gov.in as well as on the websites of the Book Running Lead Managers i.e., JM Financial Limited at www.jmfl.com, Kotak Mahindra Capital Company Limited at www.investmentbank.kotak.com, Morgan Stanley India Company Private Limited at www.morganstanley.com/about-us/globaloffices/india, Motilal Oswal Investment Advisors Limited at www.motilaloswalgroup.com and Nomura Financial Advisory and Securities (India) Private Limited at www.nomuraholdings.com/company/group/asia/india/index.html, and the websites of BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. Investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, please see “Risk Factors” on page 18 of the RHP. Potential investors should not rely on the DRHP filed with SEBI for any investment decision.
This release does not constitute an offer of securities for sale in any jurisdiction, including the United States, and any securities described in this release may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (“Securities Act“) or an exemption from such registration. The Equity Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended (“U.S. Investment Company Act“) in reliance upon section 3(c)(7) thereof. Accordingly, the Equity Shares are only being offered and sold (i) within the United States or to U.S. Persons that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”) and referred to as “U.S. QIBs” pursuant to the private placement exemption set out in Section 4(a) of the Securities Act, that are also “qualified purchasers” (“QPs”) (as defined under the U.S. Investment Company Act) in reliance upon section3(c)(7) of the U.S. Investment Company Act and (ii) outside the United States to non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to
the benefits of the U.S. Investment Company Act. No public offering or sale of securities in the United States is contemplated.