SECURITY AND INTELLIGENCE SERVICES (INDIA) LIMITED – INITIAL PUBLIC OFFER TO OPEN ON MONDAY, JULY 31, 2017, AND TO CLOSE ON WEDNESDAY, AUGUST 2, 2017
PRICE BAND: RS. 805 TO RS.815 PER EQUITY SHARE OF FACE VALUE OF RS. 10
THE FLOOR PRICE IS 80.5 TIMES THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 81.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.
Bangalore : Security And Intelligence Services (India) Limited (“Company” or “Issuer”) proposes to open on Monday, July 31, 2017, an Initial Public Offering of Equity Shares of Face Value of Rs. 10 each (“Equity Shares”) for Cash (the “Offer”) comprising a fresh issue of Equity Shares aggregating up to Rs. 3,622.50 million (The “Fresh Issue”) and an offer for sale of up to 5,120,619 Equity Shares by the Selling Shareholders, comprising an offer for sale of up to 3,402,764 Equity Shares by Theano Private Limited; an offer for sale of up to 68,336 Equity Shares by AAJV Investment Trust (together, the “Investor Selling Shareholders”); an offer for sale of up to 786,517 Equity Shares by Ravindra Kishore Sinha; an offer for sale of up to 524,345 Equity Shares by Rituraj Kishore Sinha (together, the “Promoter Selling Shareholders”), and an offer for sale of 338,657 Equity Shares by the Other Selling Shareholders (defined hereinafter) (together, the “Offer For Sale”).
The Price Band for the Offer is fixed from Rs. 805 to Rs. 815 per Equity Share. Bids can be made for a minimum of 18 Equity Shares and in multiples of 18 Equity Shares thereafter. The Bid/ Offer will close on Wednesday, August 2, 2017.
The Company and the Investor Selling Shareholders may, in consultation with the Global Coordinators and Book Running Lead Managers (“GCBRLMs”) and the Book Running Lead Managers (“BRLMs”), consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
The GCBRLMs to the Offer are Axis Capital Limited, ICICI Securities Limited, IIFL Holdings Limited and Kotak Mahindra Capital Company Limited. The BRLMs are SBI Capital Markets Limited, YES Securities (India) Limited and IDBI Capital Markets & Securities Limited.
The Equity Shares offered through the RHP are proposed to be listed on BSE and NSE.
The Offer is being made through the Book Building Process in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that the Company and the Investor Selling Shareholders in consultation with the GCBRLMs and 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. The 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. If at least 75% of the Offer cannot be Allotted to QIBs, all the application monies will be refunded/ unblocked forthwith. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non Institutional Bidders and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the Applications Supported by Blocked Amount process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs.
Contents of the Memorandum of the Company as regards its Objects: For information on the main objects and other objects of the Company, see “History and Certain Corporate Matters” on page 209 of the RHP and Clause III of the Memorandum of Association of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Offer. For further details, see the section “Material Contracts and Documents for Inspection” on page 676 of the RHP.
Liability of the members of the Company: Limited by shares.
Amount of share capital of the Company and Capital Structure: The authorised, issued, subscribed and paid up share capital of the Company as on the date of the RHPis as follows: the authorised share capital of the Company is Rs1,350,000,000 divided into 135,000,000 Equity Shares of Rs10 each. The issued and subscribed share capital of the Company is Rs 687,143,750 divided into 68,714,375 Equity Shares of`10 each and the paid up share capital of the Company is Rs 687,142,500 divided into 68,714,250 Equity Shares of Rs 10 each. For further details, see the section “Capital Structure” on page 99 of the RHP.
Names of signatories to the Memorandum of Association of the Company and the number of Equity Shares subscribed by them: The signatories to the Memorandum of Association are Atmanand Singh, Shivaraj Nandan Sharma, Joytindra Mohan Prasad, Shivram Singh, Devendra Kishore Sinha, Suraj Prasad Sinha and Ravindra Kishore Sinha who together subscribed to 216 equity shares of our Company of Rs 100 each as initial subscription.
For details of the main objects of the Company as contained in the Memorandum of Association, see “History and Certain Corporate Matters” on page 209 of the RHP. For details of the share capital and capital structure of the Company see “Capital Structure”on page 99 of the RHP.
Security and Intelligence Services (India) Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with RoC. The RHP is available on the websites of SEBI, BSE, NSE at http://www.sebi.gov.in, http://www.bseindia.com, http://www.nseindia.com, respectively, the GCBRLMs at http://www.axiscapital.co.in, http://www.icicisecurities.com, http://www.iiflcap.com and http://www.investmentbank.kotak.comand the BRLMs at http://www.sbicaps.com, http://www.yesinvest.in and http://www.idbicapital.com. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, refer to the section titled “Risk Factors” on page 20 of the RHP where available. Potential investors should not rely on the RHP filed with the SEBI for making any investment decision.
This public announcement is for informational purposes only and is not an offer to buy any securities and does not constitute an offer to sell securities in any jurisdiction or in any circumstances in which such offer is unlawful. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933 (“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, such Equity Shares 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 Securities Act), pursuant to the private placement exemption set out in Section 4(a) of the U.S. Securities Act.
Disclaimer Clause of the SEBI: SEBI only gives its observations on the offer documents and this does not constitute approval of either the Offer or the specified securities or the offer document. The investors are advised to refer to page 512 of the RHP for the full text of the Disclaimer Clause of SEBI.
Disclaimer Clause of the BSE: It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the RHP has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the RHP. The investors are advised to refer to page 525 of the RHP for the full text of the Disclaimer Clause of the BSE.
Disclaimer Clause of the NSE (The Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the offer document. The investors are advised to refer to page 525 of the RHP for the full text of the Disclaimer Clause of NSE.
Security And Intelligence Services (India) Limited
Pushpa Latha Katkuri, Company Secretary and Compliance Officer; Telephone: + 91 80 25590801; Facsimile: +91 80 2559 0804 Axis Capital Limited
1st Floor, Axis House, C-2, Wadia International Centre
P.B. Marg, Worli, Mumbai 400 025
Tel: + 91 22 4325 2183
Facsimile: +91 22 4325 3000
Investor grievance E-mail:firstname.lastname@example.org
Contact person: Lohit Sharma ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate, Mumbai 400 020, Maharashtra, India
Tel : +91 22 2288 2460
Facsimile : +91 22 2282 6580
Investor grievance E-mail:
Contact Person: Anurag Byas IIFL Holdings Limited
10th Floor, IIFL Centre
Kamala City, Senapati Bapat Marg, Lower Parel (West)
Mumbai 400 013, Maharashtra, India
Tel: +91 22 4646 4600
Facsimile: +91 22 2493 1073
Investor grievance E-mail:email@example.com
Contact Person: Vishal Bangard/ Ankur Agarwal
Kotak Mahindra Capital Company Limited
1st Floor, 27 BKC, Plot No. 27“G” Block, Bandra Kurla Complex, Bandra (East) Mumbai 400 051, Maharashtra, India
Tel: +91 22 4336 0000
Facsimile: +91 22 6713 2447
Investor grievance E-mail:firstname.lastname@example.orgWebsite:www.investmentbank.kotak.com
Contact Person: Ganesh Rane SBI Capital Markets Limited
202, Maker Tower E, Cuffe Parade
Mumbai 400 005, Maharashtra, India
Tel: +91 22 2217 8300
Facsimile: +91 22 2218 8332
Investor Grievance E-mail:
Contact Person: Aditya Deshpande Yes Securities (India) Limited
IFC, Tower 1 & 2,
Unit no. 602 A
6th Floor, Senapati Bapat Marg
Elphinstone Road, Mumbai 400 013
Tel.: +91 22 3347 7364
Facsimile: +91 22 2421 4508
E-mail:email@example.comInvestor grievance E-mail:firstname.lastname@example.org
Contact Person: Aditya Vora IDBI Capital Markets & Securities Limited
(Formerly known as IDBI Capital Market Services
3rd Floor, Mafatlal Centre, Nariman Point
Mumbai 400 021
Tel: +91 22 4322 1212
Facsimile: +91 22 2285 0785
Investor grievance E-mail:email@example.com
Contact Person: Astha Daga