SHANKARA BUILDING PRODUCTS LIMITED - HDFC Bank · PDF file2 SECTION I: GENERAL DEFINITIONS AND...

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BID/OFFER PROGRAMME BID/OFFER OPENED ON March 22, 2017 (1) BID/OFFER CLOSED ON March 24, 2017 (1) The Anchor Investor Bid/Offer Period opened and closed one Working Day prior to the Bid/Offer Opening Date i.e., March 21, 2017 BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER IDFC Bank Limited Naman Chambers, C-32, G Block Bandra Kurla Complex, Bandra (East) Mumbai 400 051 Tel: +91 22 6622 2600 Fax: +91 22 6622 2501 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.idfcbank.com Contact Person: Mangesh Ghogle /Mohit Baser SEBI Registration No.: MB/INM000012250 Equirus Capital Private Limited 12 th Floor, C Wing, Marathon Futurex N.M. Joshi Marg, Lower Parel Mumbai 400 013 Tel: +91 22 4332 0600 Fax: +91 22 4332 0601 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.equirus.com Contact Person: Swati Chirania/ Gaurav Phadke SEBI Registration No: INM000011286 HDFC Bank Limited Investment Banking Group, Unit No 401& 402, 4 th floor, Tower B, Peninsula Business Park Lower Parel, Mumbai 400 013 Tel: +91 22 3395 8015 Fax: +91 22 3078 8584 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.hdfcbank.com Contact Person: Keyur Desai/ Rishi Tiwari SEBI Registration No: INM000011252 Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda Hyderabad 500 032 Tel: +91 40 6716 2222 Fax: +91 40 2343 1551 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: https://karisma.karvy.com Contact Person: M Murali Krishna SEBI Registration No.: INR000000221 PROSPECTUS Dated: March 27, 2017 (Please read Section 32 of the Companies Act, 2013) 100% Book Built Offer SHANKARA BUILDING PRODUCTS LIMITED Our Company was originally incorporated as Shankara Pipes India Private Limited on October 13, 1995 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. Subsequently, our Company was converted to a public limited company and a fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Bangalore, Karnataka (“RoC”) on August 28, 2007 in the name of Shankara Pipes India Limited. The name of our Company was subsequently changed to Shankara Infrastructure Materials Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on March 25, 2011. Thereafter, the name of our Company was changed to Shankara Building Products Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on July 27, 2016. For details of change in the name and Registered Office of our Company, see “History and Certain Corporate Matters” on page 109. Registered and Corporate Office: G2, Farah Winsford, No. 133, Infantry Road, Bengaluru 560 001, Karnataka, India Contact Person: Ereena Vikram, Company Secretary and Compliance Officer; Tel: +91 80 4011 7777; Fax: +91 80 4111 9317 E-mail: [email protected] Website: www.shankarabuildpro.com Corporate Identity Number: U26922KA1995PLC018990 OUR PROMOTER: SUKUMAR SRINIVAS PUBLIC OFFER OF 7,500,029 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF SHANKARA BUILDING PRODUCTS LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` 460 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 450 PER EQUITY SHARE) AGGREGATING TO ` 3,450.01 MILLION (“OFFER”) COMPRISING A FRESH ISSUE OF 978,289 EQUITY SHARES AGGREGATING TO ` 450.01 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 816,252 EQUITY SHARES BY OUR PROMOTER, SUKUMAR SRINIVAS AND 5,705,488 EQUITY SHARES BY FAIRWINDS TRUSTEES SERVICES PRIVATE LIMITED ACTING IN THE CAPACITY OF TRUSTEE OF RELIANCE ALTERNATIVE INVESTMENTS FUND – PRIVATE EQUITY SCHEME I (COLLECTIVELY THE “SELLING SHAREHOLDERS”) AGGREGATING TO ` 3,000 MILLION (“OFFER FOR SALE”). THE OFFER WILL CONSTITUTE 32.82%^ OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE ANCHOR INVESTOR OFFER PRICE IS ` 460 PER EQUITY SHARE. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE OFFER PRICE IS 46.00 TIMES THE FACE VALUE OF THE EQUITY SHARES. ^Subject to finalisation of Basis of Allotment In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Offer for at least 25% of the post-Offer paid-up equity share capital of our Company. The Offer was made 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 “SEBI ICDR Regulations”), wherein 50% of the Offer was allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that our Company and the Selling Shareholders, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”) at the Anchor Investor Allocation Price, out of which one-third was reserved for domestic Mutual Funds, 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 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 SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, were required to mandatorily use the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank accounts which were blocked by the Self Certified Syndicate Banks (“SCSBs”). For details, see “Offer Procedure” on page 198. RISK IN RELATION TO THE FIRST OFFER 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 Offer Price is 46.00 times the face value. The Offer Price (determined and justified by our Company and the Selling Shareholders, in consultation with the BRLMs, as stated under “Basis for Offer Price” on page 73) 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 Investments 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 Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 15. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 or inclusion of which makes this 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 Shareholders severally accept responsibility that this Prospectus contains all information about them as Selling Shareholders in the context of the Offer for Sale and further severally assume responsibility for statements in relation to them included in this Prospectus and the Equity Shares offered by them in the Offer and that such statements are true and correct in all material respects and not misleading in any material respect. LISTING The Equity Shares to be offered through this 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 October 25, 2016 and November 11, 2016, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be BSE. A copy of the Red Herring Prospectus was and this Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents which were made available for inspection from the date of the Red Herring Prospectus, up to the Bid/Offer Closing Date, see “Material Contracts and Developments” on page 321.

Transcript of SHANKARA BUILDING PRODUCTS LIMITED - HDFC Bank · PDF file2 SECTION I: GENERAL DEFINITIONS AND...

  • BID/OFFER PROGRAMMEBID/OFFER OPENED ON March 22, 2017(1)

    BID/OFFER CLOSED ON March 24, 2017

    (1) The Anchor Investor Bid/Offer Period opened and closed one Working Day prior to the Bid/Offer Opening Date i.e., March 21, 2017

    BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER

    IDFC Bank LimitedNaman Chambers, C-32, G BlockBandra Kurla Complex, Bandra (East)Mumbai 400 051Tel: +91 22 6622 2600Fax: +91 22 6622 2501E-mail: [email protected] Investor Grievance E-mail:[email protected]: www.idfcbank.comContact Person: Mangesh Ghogle /Mohit BaserSEBI Registration No.: MB/INM000012250

    Equirus Capital Private Limited12th Floor, C Wing, Marathon FuturexN.M. Joshi Marg, Lower ParelMumbai 400 013Tel: +91 22 4332 0600Fax: +91 22 4332 0601E-mail: [email protected] Investor Grievance E-mail: [email protected]: www.equirus.com Contact Person: Swati Chirania/ Gaurav Phadke SEBI Registration No: INM000011286

    HDFC Bank LimitedInvestment Banking Group, Unit No 401& 402, 4th floor, Tower B, Peninsula Business ParkLower Parel, Mumbai 400 013Tel: +91 22 3395 8015 Fax: +91 22 3078 8584 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.hdfcbank.com Contact Person: Keyur Desai/ Rishi Tiwari SEBI Registration No: INM000011252

    Karvy Computershare Private LimitedKarvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, NanakramgudaHyderabad 500 032Tel: +91 40 6716 2222 Fax: +91 40 2343 1551E-mail: [email protected] Grievance E-mail:[email protected]: https://karisma.karvy.comContact Person: M Murali KrishnaSEBI Registration No.: INR000000221

    PROSPECTUSDated: March 27, 2017

    (Please read Section 32 of the Companies Act, 2013)100% Book Built Offer

    SHANKARA BUILDING PRODUCTS LIMITEDOur Company was originally incorporated as Shankara Pipes India Private Limited on October 13, 1995 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. Subsequently, our Company was converted to a public limited company and a fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the Registrar of Companies, Bangalore, Karnataka (RoC) on August 28, 2007 in the name of Shankara Pipes India Limited. The name of our Company was subsequently changed to Shankara Infrastructure Materials Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on March 25, 2011. Thereafter, the name of our Company was changed to Shankara Building Products Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on July 27, 2016. For details of change in the name and Registered Office of our Company, see History and Certain Corporate Matters on page 109.

    Registered and Corporate Office: G2, Farah Winsford, No. 133, Infantry Road, Bengaluru 560 001, Karnataka, India Contact Person: Ereena Vikram, Company Secretary and Compliance Officer; Tel: +91 80 4011 7777; Fax: +91 80 4111 9317

    E-mail: [email protected] Website: www.shankarabuildpro.comCorporate Identity Number: U26922KA1995PLC018990

    OUR PROMOTER: SUKUMAR SRINIVAS

    PUBLIC OFFER OF 7,500,029 EQUITY SHARES OF FACE VALUE OF 10 EACH (EQUITY SHARES) OF SHANKARA BUILDING PRODUCTS LIMITED (COMPANY OR ISSUER) FOR CASH AT A PRICE OF 460 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 450 PER EQUITY SHARE) AGGREGATING TO 3,450.01 MILLION (OFFER) COMPRISING A FRESH ISSUE OF 978,289 EQUITY SHARES AGGREGATING TO ` 450.01 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF 816,252 EQUITY SHARES BY OUR PROMOTER, SUKUMAR SRINIVAS AND 5,705,488 EQUITY SHARES BY FAIRWINDS TRUSTEES SERVICES PRIVATE LIMITED ACTING IN THE CAPACITY OF TRUSTEE OF RELIANCE ALTERNATIVE INVESTMENTS FUND PRIVATE EQUITY SCHEME I (COLLECTIVELY THE SELLING SHAREHOLDERS) AGGREGATING TO ` 3,000 MILLION (OFFER FOR SALE). THE OFFER WILL CONSTITUTE 32.82%^ OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE ANCHOR INVESTOR OFFER PRICE IS ` 460 PER EQUITY SHARE.

    THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE OFFER PRICE IS 46.00 TIMES THE FACE VALUE OF THE EQUITY SHARES.^Subject to finalisation of Basis of Allotment

    In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), this is an Offer for at least 25% of the post-Offer paid-up equity share capital of our Company. The Offer was made 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 SEBI ICDR Regulations), wherein 50% of the Offer was allocated on a proportionate basis to Qualified Institutional Buyers (QIBs) (QIB Portion), provided that our Company and the Selling Shareholders, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis (Anchor Investor Portion) at the Anchor Investor Allocation Price, out of which one-third was reserved for domestic Mutual Funds, 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 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 SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, were required to mandatorily use the Application Supported by Blocked Amount (ASBA) process providing details of their respective bank accounts which were blocked by the Self Certified Syndicate Banks (SCSBs). For details, see Offer Procedure on page 198.

    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 of our Company. The face value of the Equity Shares is ` 10 and the Offer Price is 46.00 times the face value. The Offer Price (determined and justified by our Company and the Selling Shareholders, in consultation with the BRLMs, as stated under Basis for Offer Price on page 73) 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 Prospectus. Specific attention of the investors is invited to Risk Factors on page 15.

    ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 or inclusion of which makes this 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 Shareholders severally accept responsibility that this Prospectus contains all information about them as Selling Shareholders in the context of the Offer for Sale and further severally assume responsibility for statements in relation to them included in this Prospectus and the Equity Shares offered by them in the Offer and that such statements are true and correct in all material respects and not misleading in any material respect.

    LISTINGThe Equity Shares to be offered through this 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 October 25, 2016 and November 11, 2016, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be BSE. A copy of the Red Herring Prospectus was and this Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents which were made available for inspection from the date of the Red Herring Prospectus, up to the Bid/Offer Closing Date, see Material Contracts and Developments on page 321.

  • TABLE OF CONTENTS

    SECTION I: GENERAL ........................................................................................................................................................ 2

    DEFINITIONS AND ABBREVIATIONS ..........................................