Hcg Newipo Ipo
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RED HERRING PROSPECTUSDated: March 4, 2016
(Please read Section 32 of the Companies Act, 2013)100% Book Built Offer
HEALTHCARE GLOBAL ENTERPRISES LIMITEDOur Company was originally incorporated as Curie Centre of Oncology Private Limited on March 12, 1998 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to HealthCare Global Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on November 14, 2005. Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 20, 2006 and the name of our Company was changed to HealthCare Global Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the RoC on July 5, 2006. For details of change in the name and registered office of our Company, see History and Certain Corporate Matters on page 182.
Registered Office: HCG Tower, No. 8, P Kalinga Rao Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India Contact Person: Sunu Manuel, Company Secretary and Compliance Officer; Tel: +91 80 4660 7700; Fax: +91 80 4660 7749E-mail:[email protected]; Website: www.hcgel.com; Corporate Identity Number: U15200KA1998PLC023489
OUR PROMOTERS: DR. BS AJAI KUMAR, DR. GANESH NAYAK, DR. BS RAMESH, DR. KS GOPINATH AND DR. M GOPICHANDPUBLIC OFFER OF UP TO 29,800,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF HEALTHCARE GLOBAL ENTERPRISES LIMITED (COMPANY OR ISSUER) FOR CASH AT A PRICE OF ` PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` PER EQUITY SHARE) AGGREGATING UP TO ` MILLION (OFFER) COMPRISING A FRESH ISSUE OF UP TO 11,600,000 EQUITY SHARES AGGREGATING UP TO ` MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 18,200,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED HEREUNDER), INCLUDING ONE OF OUR PROMOTERS, DR. BS AJAI KUMAR, AGGREGATING UP TO ` MILLION (OFFER FOR SALE). THE OFFER WOULD CONSTITUTE 35.03% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE INVESTOR SELLING SHAREHOLDERS (AS DEFINED HEREUNDER) IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER, BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER, BUSINESS STANDARD, AND THE BENGALURU EDITION OF THE KANNADA NEWSPAPER, HOSADIGANTHA (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members.
In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), and in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Require-ments) Regulations, 2009, as amended (the SEBI ICDR Regulations), the Offer is being made for at least such percentage of Equity Shares equivalent to the value of `4,000 million and the post-Offer capital of our Company at the Offer Price is more than `16,000 million but less than or equal to `40,000 million. The Offer is being made through the Book Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (QIBs), provided that our Company in consultation with the Investor Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which 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 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 at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (ASBA) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) to participate in this Offer. For details, see Offer Procedure on page 450.
RISK IN RELATION TO THE FIRST OFFERThis being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `10 and the Floor Price is  times the face value and the Cap Price is  times the face value.The Offer Price (determined and justified by our Company in consultation with the Investor Selling Shareholders and the BRLMs as stated under Basis for Offer Price on page 121) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 17.
ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Other Selling Shareholders severally and not jointly accept responsibility that this Red Herring Prospectus contains all information about them as Other Selling Shareholders in the context of the Offer for Sale and further assume responsibility for statements in relation to them included in this Red Herring Prospectus.Further, the Investor Selling Shareholders severally and not jointly, accept responsibility only for statements expressly made by such Investor Selling Shareholder in relation to itself in this Red Herring Prospectus.
LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated September 14, 2015 and August 14, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.
BOOK RUNNING LEAD MANAGERS
Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27G Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22 4336 0000; Fax: +91 22 6713 2447E-mail: [email protected] grievance email: [email protected]: www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704
Edelweiss Financial Services Limited14th Floor, Edelweiss HouseOff CST Road, KalinaMumbai 400 098, Maharashtra, IndiaTel: + 91 22 4009 4400, Fax: +91 22 4086 3610Email: [email protected] grievance email: [email protected]: www.edelweissfin.comContact Person: Siddharth Shah/Vivek KumarSEBI Registration No.: INM0000010650
Goldman Sachs (India) Securities Private Limited Rational House951-A, Appasaheb Marathe MargPrabhadevi, Mumbai 400 025, Maharashtra, IndiaTel: +91 22 6616 9000, Fax: +91 22 6616 9090Email: [email protected] grievance email: [email protected]: http://www.goldmansachs.com/worldwide/