INTAS PHARMACEUTICALS LIMITED - Kotak Mahindra · PDF filechanged to Intas Pharmaceuticals...
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DRAFT RED HERRING PROSPECTUS Dated June 14, 2013 Please read section 60B of the Companies Act, 1956 100% Book Building Issue Our Company was originally incorporated as a private limited company on May 31, 1985 with the name “Intas Laboratories Private Limited”. Thereafter, pursuant to a special resolution of our shareholders dated March 10, 1995, our Company became a public limited company and a fresh certificate of incorporation consequent to the change of status was granted to our Company on March 29, 1995 by the RoC. The name of our Company was changed to Intas Pharmaceuticals Limited pursuant to a special resolution of our shareholders dated March 10, 1995 and a fresh certificate of incorporation pursuant to the change of name was granted to our Company on March 30, 1995 by the RoC. For further details in connection with changes in the name and registered office of our Company, see the section titled “History and Certain Corporate Matters” on page 149. Registered & Corporate Office: Telephone: Facsimile: Contact Person and Compliance Officer: Telephone: Facsimile: E-mail: Website: 2nd Floor, Chinubhai Centre, Ashram Road, Ahmedabad – 380 009, India +91 79 2657 6655; +91 79 2657 6616 Mr. Manoj Nair, Company Secretary +91 79 2657 6655; +91 79 2657 6616 [email protected]; www.intaspharma.com THE FACE VALUE OFTHE EQUITY SHARES IS 10 EACH THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDER AND THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE ` INTAS PHARMACEUTICALS LIMITED PROMOTERS OF OUR COMPANY: MR. HASMUKH CHUDGAR, MR. BINISH HASMUKH CHUDGAR, MR. NIMISH HASMUKH BHAI CHUDGAR, DR. URMISH HASMUKH CHUDGAR, MS. KUSUM CHUDGAR, MS. BINA CHUDGAR, MS. BINDI CHUDGAR, MS. PARUL CHUDGAR, MR. SHAIL CHUDGAR, INTAS ENTERPRISE PRIVATE LIMITED, EQUATORIAL PRIVATE LIMITED AND CYTAS RESEARCH LIMITED PUBLIC ISSUE OF UP TO EQUITY SHARES OF FACE VALUE OF 10 EACH (“EQUITY SHARES”) OF INTAS PHARMACEUTICALS LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF PER EQUITY SHARE, AGGREGATING UP TO MILLION (THE “ISSUE”) COMPRISING OF A FRESH ISSUE OF UP TO EQUITY SHARES BY OUR COMPANYAGGREGATING UPTO 2,250 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 11,621,100 EQUITY SHARES BY MOZART LIMITED AGGREGATING UPTO MILLION (THE “SELLING SHAREHOLDER”) (THE “OFFER FOR SALE”). THE ISSUE SHALL CONSTITUTE % OF THE POST-ISSUE PAID UPCAPITALAND % OFTHE FULLYDILUTED POST-ISSUE PAID UPCAPITALOFOUR COMPANY. ` [•] [•] [•] [•] [•] [•] [•] [•] ` ` ` ` ` In case of any revision in the Price Band, the Bidding Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks (“ ”), the National Stock Exchange of India Limited (the “ ”) and the BSE Limited (the “ ”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate. The Issue is being made through the Book Building Process in accordance with Rule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended (“ ”) read with Regulation 26(1)of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “ ”), wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“ ”). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 30% 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 available for allocation to domestic Mutual Funds only. In the event of under-subscription and/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 in aggregate representing up to 5% of the Net QIB 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, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders, in accordance with SEBI Regulations, subject to valid Bids being received from them at or above the Issue Price. All Investors other than Anchor Investors may participate in this Issue though the ASBA process by providing the details of their respective ASBA Accounts. Specific attention is invited to the section titled “Issue Procedure” on page SCSBs NSE BSE SCRR SEBI Regulations QIBs [•] 411. This being the first public issue of the Issuer, there is no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is times of the face value and the Cap Price is times of the face value. The Issue Price (as determined by our Company in consultation with the Book Running Lead Managers) as stated in the section titled “Basis for the Issue Price” on page 89 should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. ` [•] [•] RISKS IN RELATION TO FIRST ISSUE Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue 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 this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“ ”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 14 SEBI . GENERAL RISKS Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Draft 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 Draft 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. Further, the Selling Shareholder accepts responsibility for and confirms that the information relating to the Selling Shareholder contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect. ISSUER'S ABSOLUTE RESPONSIBILITY This Issue has been graded by and has been assigned the “IPO Grade /5” indicating in its letter dated 2013 The IPO grading is assigned on a five point scale from 1 to 5 with “IPO Grade 5/5” indicating strong fundamentals and “IPO Grade 1/5” indicating poor fundamentals. For more information on IPO grading, see the sections titled “General Information”, “Other Regulatory and Statutory Disclosures” and “Material Contracts and Documents for Inspection” on pages 52 and 483 respectively. [•] [•] [•] [•], , 388 IPO GRADING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares pursuant to their letters dated and respectively. For the purposes of this Issue, the shall be the Designated Stock Exchange. [•] [•], [•] LISTING ARRANGEMENT Kotak Mahindra Capital Company Limited 1st Floor, Bakhtawar 229, Nariman Point Mumbai 400 021, India. Telephone: +91 22 6634 1100 Facsimile: +91 22 2284 0492 Email ID: [email protected] Website: www.investmentbank.kotak.com Investor Grievance ID: [email protected] Contact Person: Mr. Ganesh Rane SEBI Registration Number: INM000008704 REGISTRAR TO THE ISSUE BOOK RUNNING LEAD MANAGERS Morgan Stanley India Company Private Limited 18F / 19F, Tower 2, One India bulls Centre 841, Senapati Bapat Marg Mumbai 400 013, India. Telephone: +91 22 6118 1000 Facsimile: +91 22 6118 1040 Email ID: [email protected] Website: www.morganstanley.com/indiaofferdocuments Investor Grievance ID: investors_india @morganstanley.com Contact Person: Mr. Shashi Shekhar SEBI Registration Number: INM000011203 Link Intime India Private Limited C 13 Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai 400 078 Telephone: +91 22 2596 7878 Facsimile: +91 22 2596 0329 Email ID: [email protected] Website: www.linkintime.co.in Investor Grievance ID: [email protected] Contact Person: Mr. Sanjog Sud SEBI Registration Number: INR000004058 BID/ ISSUE PROGRAMME* BID/ ISSUE OPENING DATE: [•]* BID/ ISSUE CLOSING DATE: [•] QIB BID/ ISSUE CLOSING DATE: [•]** *Our Company may consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Period, i.e., one Working Day prior to the Bid/ Issue Opening Date. **Our Company may, in consultation with the Book Running Lead Managers, decide to close Bidding by QIBs one day prior to the Bid/ Issue Closing Date.
Transcript of INTAS PHARMACEUTICALS LIMITED - Kotak Mahindra · PDF filechanged to Intas Pharmaceuticals...
DRAFT RED HERRING PROSPECTUSDated June 14, 2013
Please read section 60B of the Companies Act, 1956100% Book Building Issue
Our Company was originally incorporated as a private limited company on May 31, 1985 with the name Intas Laboratories Private Limited. Thereafter, pursuant to a special resolution of our shareholders dated March 10,1995, our Company became a public limited company and a fresh certificate of incorporation consequent to the change of status was granted to our Company on March 29, 1995 by the RoC. The name of our Company waschanged to Intas Pharmaceuticals Limited pursuant to a special resolution of our shareholders dated March 10, 1995 and a fresh certificate of incorporation pursuant to the change of name was granted to our Company onMarch 30, 1995 by the RoC. For further details in connection with changes in the name and registered office of our Company, see the section titled History and Certain Corporate Matters on page 149.
Registered & Corporate Office:
Telephone: Facsimile:
Contact Person and Compliance Officer: Telephone: Facsimile:
E-mail: Website:
2nd Floor, Chinubhai Centre, Ashram Road, Ahmedabad 380 009, India
+91 79 2657 6655; +91 79 2657 6616
Mr. Manoj Nair, Company Secretary +91 79 2657 6655; +91 79 2657 6616
[email protected]; www.intaspharma.com
THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH
THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDER AND THE BOOK RUNNINGLEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE
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INTAS PHARMACEUTICALS LIMITED
PROMOTERS OF OUR COMPANY: MR. HASMUKH CHUDGAR, MR. BINISH HASMUKH CHUDGAR, MR. NIMISH HASMUKH BHAI CHUDGAR, DR. URMISH HASMUKH CHUDGAR,MS. KUSUM CHUDGAR, MS. BINA CHUDGAR, MS. BINDI CHUDGAR, MS. PARUL CHUDGAR, MR. SHAIL CHUDGAR, INTAS ENTERPRISE PRIVATE LIMITED, EQUATORIAL PRIVATE
LIMITED AND CYTAS RESEARCH LIMITED
PUBLIC ISSUE OF UP TO EQUITY SHARES OF FACE VALUE OF 10 EACH (EQUITY SHARES) OF INTAS PHARMACEUTICALS LIMITED (OUR COMPANY OR THE ISSUER) FOR
CASH AT A PRICE OF PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF PER EQUITY SHARE, AGGREGATING UP TO MILLION (THE ISSUE) COMPRISING OF A
FRESH ISSUE OF UPTO EQUITY SHARES BY OUR COMPANYAGGREGATING UPTO 2,250 MILLION (THE FRESH ISSUE) AND AN OFFER FOR SALE OF 11,621,100 EQUITY SHARES
BY MOZART LIMITED AGGREGATING UP TO MILLION (THE SELLING SHAREHOLDER) (THE OFFER FOR SALE). THE ISSUE SHALL CONSTITUTE % OF THE POST-ISSUE
PAID UPCAPITALAND % OFTHE FULLY DILUTED POST-ISSUE PAID UPCAPITALOF OUR COMPANY.
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In case of any revision in the Price Band, the Bidding Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bidding Period not exceeding 10 WorkingDays. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks ( ), the National Stock Exchange of IndiaLimited (the ) and the BSE Limited (the ), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of theSyndicate.
The Issue is being made through the Book Building Process in accordance with Rule 19(2)(b) of the Securities Contracts Regulation Rules, 1957, as amended ( ) read with Regulation 26(1)of the Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the ), wherein not more than 50% of the Issue shall be allocated on a proportionate basis toQualified Institutional Buyers ( ). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 30% of the QIB Portion toAnchor Investors at theAnchor InvestorAllocation Price, on adiscretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription and/or non-allocation in theAnchor Investor Portion, the balance EquityShares shall be added to the Net QIB Portion. Such number of Equity Shares in aggregate representing up to 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Theremainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from MutualFunds is less than Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids.Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders, inaccordance with SEBI Regulations, subject to valid Bids being received from them at or above the Issue Price.All Investors other thanAnchor Investors may participate in this Issue though theASBA process by providingthe details of their respectiveASBA Accounts. Specific attention is invited to the section titled Issue Procedure on page
SCSBsNSE BSE
SCRRSEBI Regulations
QIBs
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411.
This being the first public issue of the Issuer, there is no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is times of the face value and the Cap Price is times of theface value. The Issue Price (as determined by our Company in consultation with the Book Running Lead Managers) as stated in the section titled Basis for the Issue Price on page 89 should not be taken to be indicative ofthe market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will betraded after listing.
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RISKS IN RELATION TO FIRST ISSUE
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advisedto read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved.The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ( ), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus.Specific attention of the investors is invited to the section titled Risk Factors on page 14
SEBI.
GENERAL RISKS
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Issue, which is material inthe context of this Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressedherein are honestly held and that there are no other facts, the omission of which makes this Draft 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. Further, the Selling Shareholder accepts responsibility for and confirms that the information relating to the Selling Shareholder contained in this Draft Red Herring Prospectus is true andcorrect in all material aspects and is not misleading in any material respect.
ISSUER'S ABSOLUTE RESPONSIBILITY
This Issue has been graded by and has been assigned the IPO Grade /5 indicating in its letter dated 2013 The IPO grading is assigned on a five point scale from 1 to 5 with IPO Grade 5/5 indicating strongfundamentals and IPO Grade 1/5 indicating poor fundamentals. For more information on IPO grading, see the sections titled General Information, Other Regulatory and Statutory Disclosures and Material Contractsand Documents for Inspection on pages 52 and 483 respectively.
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, 388
IPO GRADING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Sharespursuant to their letters dated and respectively. For the purposes of this Issue, the shall be the Designated Stock Exchange.[] [], []
LISTING ARRANGEMENT
Kotak Mahindra Capital Company Limited1st Floor, Bakhtawar229, Nariman PointMumbai 400 021, India.Telephone: +91 22 6634 1100Facsimile: +91 22 2284 0492Email ID: [email protected]: www.investmentbank.kotak.comInvestor Grievance ID: [email protected] Person: Mr. Ganesh RaneSEBI RegistrationNumber: INM000008704
REGISTRAR TO THE ISSUEBOOK RUNNING LEAD MANAGERS
Morgan Stanley India Company Private Limited18F / 19F, Tower 2, One India bulls Centre841, Senapati Bapat MargMumbai 400 013, India.Telephone: +91 22 6118 1000Facsimile: +91 22 6118 1040Email ID: [email protected]: www.morganstanley.com/indiaofferdocumentsInvestor Grievance ID: investors_india @morganstanley.comContact Person: Mr. Shashi ShekharSEBI RegistrationNumber: INM000011203
Link Intime India Private LimitedC 13 Pannalal Silk Mills CompoundLBS Marg, Bhandup (West)Mumbai 400 078Telephone: +91 22 2596 7878Fa
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