PRABHAT DAIRY LIMITED - · PDF fileCompany was converted into a public limited company and...
533
DRAFT RED HERRING PROSPECTUS Dated March 31, 2015 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) Book Built Issue PRABHAT DAIRY LIMITED Our Company was incorporated as Prabhat Dairy Private Limited on November 25, 1998 at Ahmednagar as a private limited company under the Companies Act, 1956. Our Company was converted into a public limited company and consequently, the name of our Company was changed to Prabhat Dairy Limited. For further details, please see section entitled “History and Certain Corporate Matters” on page 152. Registered Office: 121/2A At Post Ranjankholrahata, Shrirampur, Ahmednagar 413 720; Tel: +9124 2264 5500; Fax: +9124 2226 5816 Corporate Office: Plot No. D-37/4, TTC MIDC Industrial Area, Turbhe, Navi Mumbai 400 705;Tel: +9122 4128 7700; Fax: +9122 41287777 Contact Person: Priya Nagmoti, Company Secretary and Compliance Officer; E-mail: [email protected]; Website: www.prabhatfresh.com Corporate Identity Number: U15203PN1998PLC013068 OUR PROMOTERS: NIRMAL FAMILY TRUST, SARANGDHAR RAMCHANDRA NIRMAL AND VIVEK SARANGDHAR NIRMAL PUBLIC ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF PRABHAT DAIRY LIMITED (OUR “COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ [●] MILLION (“ISSUE”) CONSISTING OF A FRESH ISSUE OF [●] EQUITY SHARES AGGREGATING UP TO ₹ 3,000 MILLION AND AN OFFER FOR SALE OF UP TO, 14,706,000 EQUITY SHARES, COMPRISING OF 3,151,000 EQUITY SHARES BY NIRMAL FAMILY TRUST, UP TO 6,580,000 EQUITY SHARES BY THE INDIA AGRI BUSINESS FUND LTD., UP TO 23,000 EQUITY SHARES BY THE REAL TRUST, AND UP TO 4,952,000 EQUITY SHARES BY SOCIETE DE PROMOTION ET DE PARTIPATION POUR LA COOPERATION ECONOMIQUE. THE ISSUE WOULD CONSTITUTE [●]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY AND THE SELLING SHAREHOLDERS MAY (IN CONSULTATION WITH THE LEAD MANAGERS) OFFER A DISCOUNT TO RETAIL INDIVIDUAL BIDDERS (“RETAIL DISCOUNT”) AND RESERVATION ON A COMPETITIVE BASIS FOR OUR EMPLOYEES (“EMPLOYEE RESERVATION”) IN ACCORDANCE WITH THE SEBI REGULATIONS. THE DETAILS OF RETAIL DISCOUNT AND EMPLOYEE RESERVATION (IF ANY) SHALL BE DISCLOSED IN THE RED HERRING PROSPECTUS PRIOR TO FILING IT WITH THE REGISTRAR OF COMPANIES. 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 SELLING SHAREHOLDERS IN CONSULTATION WITH THE LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the 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 website of the Lead Managers 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”), the Equity Shares issued in the Issue shall aggregate to at least such percentage of the post-Issue Equity Share capital of our Company (calculated at the Issue Price) that will be at least ₹ 4,000 million. The Issue is being made through the Book Building Process, in compliance with Regulation 26(1) of SEBI Regulations, wherein 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company and the Selling Shareholders in consultation with the Lead Managers may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis. 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category 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 Issue Price. 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 the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders, other than Anchor Investors, may participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the SCSBs. QIBs (except Anchor Investo rs) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in the Issue. Anchor Investors are not permitted to participate in the Issue through ASBA Process. For details, please see the section entitled “Issue Procedure” on page 459. RISKS IN RELATION TO THE FIRST ISSUE This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. 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 Issue Price (determined and justified by our Company in consultation with the Selling Shareholders and the Lead Managers as stated under the section entitled “Basis for Issue Price” on page 101) 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 RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue 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 the Draft Red Herring Prospectus. Specific attention of the investors is invited to the section entitled “Risk Factors” on page 18. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company and the Nirmal Family Trust, 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 the Issue, which is material in the context of the 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, each of the Investor Selling Shareholders accepts responsibility only for the statements made in this Draft Red Herring Prospectus with respect to itself and the Equity Shares offered in the Issue and that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company ha s received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the Registrar of Companies, Pune (“RoC”) in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, please see the section entitled “Material Contracts and Documents for Inspection” on page 525. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE Edelweiss Financial Services Limited 14 th Floor, Edelweiss House Off CST Road, Kalina Mumbai 400 098 Tel: +9122 4009 4400 Fax: +9122 4086 3610 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.edelweissfin.com Contact Person: Vivek Kumar/ Amit Sood SEBI Registration No.: INM0000010650 Macquarie Capital Securities (India) Private Limited 92, Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai 400 051 Tel: +9122 6720 4000 Fax: +9122 6720 4301 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.macquarie.in/mgl/in Contact Person: Anupam Kumar/ Akash Kedia SEBI Registration No.: INM000010932 SBI Capital Markets Limited 202, Maker Tower “E” Cuffe Parade Mumbai 400 005 Tel: +9122 2217 8300 Fax: +9122 2218 8332 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.sbicaps.com Contact Person: Ms. Shikha Agarwal/Mr. Nikhil Bhiwapurkar SEBI Registration No.: INM000003531 Karvy Computershare Private Limited Plot No. 17-24 Vittal Rao Nagar Madhapur Hyderabad 500 081 Tel: +9140 4465 5000 Fax: +9140 2343 1551 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: http:\\karisma.karvy.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON [●] * BID/ISSUE CLOSES ON [●] ** * Our Company and the Selling Shareholders may, in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid / Issue Opening Date. ** Our Company and the Selling Shareholders may, in consultation with the Lead Managers, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI Regulations.
Transcript of PRABHAT DAIRY LIMITED - · PDF fileCompany was converted into a public limited company and...
DRAFT RED HERRING PROSPECTUS
Dated March 31, 2015
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
Book Built Issue
PRABHAT DAIRY LIMITED
Our Company was incorporated as Prabhat Dairy Private Limited on November 25, 1998 at Ahmednagar as a private limited company under the Companies Act, 1956. Our
Company was converted into a public limited company and consequently, the name of our Company was changed to Prabhat Dairy Limited. For further details, please see
section entitled History and Certain Corporate Matters on page 152.
Registered Office: 121/2A At Post Ranjankholrahata, Shrirampur, Ahmednagar 413 720; Tel: +9124 2264 5500; Fax: +9124 2226 5816
Corporate Office: Plot No. D-37/4, TTC MIDC Industrial Area, Turbhe, Navi Mumbai 400 705;Tel: +9122 4128 7700; Fax: +9122 41287777
Contact Person: Priya Nagmoti, Company Secretary and Compliance Officer; E-mail: [email protected]; Website: www.prabhatfresh.com
Corporate Identity Number: U15203PN1998PLC013068
OUR PROMOTERS: NIRMAL FAMILY TRUST, SARANGDHAR RAMCHANDRA NIRMAL AND VIVEK SARANGDHAR NIRMAL
PUBLIC ISSUE OF [] EQUITY SHARES OF FACE VALUE OF 10 EACH (THE EQUITY SHARES) OF PRABHAT DAIRY LIMITED (OUR COMPANY OR ISSUER) FOR CASH AT A
PRICE OF [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [] PER EQUITY SHARE) AGGREGATING UP TO [] MILLION (ISSUE) CONSISTING OF A FRESH
ISSUE OF [] EQUITY SHARES AGGREGATING UP TO 3,000 MILLION AND AN OFFER FOR SALE OF UP TO, 14,706,000 EQUITY SHARES, COMPRISING OF 3,151,000 EQUITY SHARES BY NIRMAL FAMILY TRUST, UP TO 6,580,000 EQUITY SHARES BY THE INDIA AGRI BUSINESS FUND LTD., UP TO 23,000 EQUITY SHARES BY THE REAL TRUST, AND UP
TO 4,952,000 EQUITY SHARES BY SOCIETE DE PROMOTION ET DE PARTIPATION POUR LA COOPERATION ECONOMIQUE. THE ISSUE WOULD CONSTITUTE []% OF OUR
POST-ISSUE PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY AND THE SELLING SHAREHOLDERS MAY (IN CONSULTATION WITH THE LEAD MANAGERS) OFFER A
DISCOUNT TO RETAIL INDIVIDUAL BIDDERS (RETAIL DISCOUNT) AND RESERVATION ON A COMPETITIVE BASIS FOR OUR EMPLOYEES (EMPLOYEE RESERVATION) IN
ACCORDANCE WITH THE SEBI REGULATIONS. THE DETAILS OF RETAIL DISCOUNT AND EMPLOYEE RESERVATION (IF ANY) SHALL BE DISCLOSED IN THE RED HERRING
PROSPECTUS PRIOR TO FILING IT WITH THE REGISTRAR OF COMPANIES.
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 SELLING SHAREHOLDERS IN CONSULTATION WITH THE LEAD MANAGERS AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the 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 website of the Lead Managers 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), the Equity Shares issued in the Issue shall aggregate to at least such percentage of the
post-Issue Equity Share capital of our Company (calculated at the Issue Price) that will be at least 4,000 million. The Issue is being made through the Book Building Process, in compliance with Regulation 26(1) of SEBI Regulations, wherein 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company and the Selling Shareholders
in consultation with the Lead Managers may allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis. 5% of the QIB Category (excluding the Anchor Investor
Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category 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 Issue Price. 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 the SEBI
Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders, other than Anchor Investors, may participate in the Issue through an Application Supported
by Blocked Amount (ASBA) process providing details of their respective bank account which will be blocked by the SCSBs. QIBs (except Anchor Investors) and Non-Institutional Bidders
are mandatorily required to utilise the ASBA process to participate in the Issue. Anchor Investors are not permitted to participate in the Issue through ASBA Process. For details, please see the
section entitled Issue Procedure on page 459.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. 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 Issue Price (determined and justified by our Company in consultation with the Selling Shareholders and the Lead
Managers as stated under the section entitled Basis for Issue Price on page 101) 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 RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our
Company and the Issue, including the risks involved. The Equity Shares in the Issue 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 the Draft Red Herring Prospectus. Specific attention of the investors is invited to the section entitled Risk Factors on page
18.
COMPANYS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company and the Nirmal Family Trust, 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 the Issue, which is material in the context of the 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, each of the Investor Selling
Shareholders accepts responsibility only for the statements made in this Draft Red Herring Prospectus with respect to itself and the Equity Shares offered in the Issue and that such statements
are true and correct in all material respects and are not misleading in any material respect.
LISTING
The Equity Shares offered through the 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 [] and [], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be []. A copy of the Red Herring
Prospectus and the Prospectus shall be delivered for registration to the Registrar of Companies, Pune (RoC) in accordance with Section 26(4) of the Companies Act, 2013. For details of the
material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, please see the section entitled Material Contracts and
Documents for Inspection on page 525.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Edelweiss Financial Services Limited
14th Floor, Edelweiss House
Off CST Road, Kalina
Mumbai 400 098
Tel: +9122 4009 4400
Fax: +9122 4086 3610
E-mail: [email protected]
Investor grievance E-mail:
Website: www.edelweissfin.com
Contact Person: Vivek Kumar/ Amit Sood
SEBI Registration No.: INM0000010650
Macquarie Capital Securities (India) Private
Limited
92, Level 9, 2 North Avenue,
Maker Maxity,
Bandra Kurla Complex, Bandra East,
Mumbai 400 051
Tel: +9122 6720 4000
Fax: +9122 6720 4301
E-mail: [email protected]
Investor Grievance E-mail:
Website: www.macquarie.in/mgl/in
Contact
