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PROSPECTUS
Dated: March 25, 2015 Please read sections 23, 26, 28 and 32 of the Companies Act, 2013
Book Built Issue
INOX WIND LIMITED Our Company was incorporated on April 9, 2009 as Inox Wind Limited, a public limited company under the Companies Act, 1956. Our Company received a certificate of commencement of business
on April 15, 2009 from the Registrar of Companies, Punjab, Chandigarh and Himachal Pradesh at Chandigarh. For further details relating to incorporation, corporate structure, change in registered
office of our Company, please refer to the chapter History and Other Corporate Matters beginning on page 175.
Registered Office: Plot No. 1, Khasra Nos. 264 to 267, Industrial Area, Village Basal 174 103, District Una, Himachal Pradesh, India; Tel No: +91 1975 272001; Fax No: +91 1975 272001
Corporate Office: Inox Towers, Plot No. 17, Sector-16A, Gautam Budh Nagar, District Noida 201301, Uttar Pradesh, India; Tel No: +91 120 614 9600; Fax No: +91 120 614 9610
Contact Person: Ms. Ranju Goyal, Company Secretary and Compliance Officer; Tel No: +91 120 614 9600; Fax No: +91 120 614 9610;
E-mail: [email protected]; Website: www.inoxwind.com; Corporate Identification Number U31901HP2009PLC031083
PROMOTER OF OUR COMPANY: GUJARAT FLUOROCHEMICALS LIMITED
PUBLIC ISSUE OF 31,918,226* EQUITY SHARES OF FACE VALUE `10 EACH (EQUITY SHARES) OF INOX WIND LIMITED (COMPANY OR ISSUER) FOR CASH AT A PRICE OF `325 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `315 PER EQUITY SHARE) AGGREGATING ` 10,205.27* MILLION CONSISTING OF A FRESH ISSUE OF 21,918,226* EQUITY SHARES BY OUR COMPANY AGGREGATING `7,000 MILLION* (FRESH ISSUE) AND AN OFFER FOR SALE OF 10,000,000 EQUITY SHARES BY GUJARAT FLUOROCHEMICALS LIMITED (THE SELLING SHAREHOLDER) AGGREGATING ` 3,205.27* MILLION (OFFER FOR SALE). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHER REFERRED TO AS THE ISSUE. THE ISSUE INCLUDES A RESERVATION OF 500,000 EQUITY SHARES
FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HERE-IN) ON A COMPETITIVE BASIS (EMPLOYEE RESERVATION PORTION). THE ISSUE LESS THE
EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 14.38*% AND
14.16*%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
*Subject to the finalization of the Basis of Allotment. # Discount of `15 per Equity Share to the Issue Price has been offered to Eligible Employees (the Employee Discount) and to Retail Individual Bidders (the Retail Discount).
THE FACE VALUE OF THE EQUITY SHARES IS `10 EACH AND THE ISSUE PRICE IS 32.5 TIMES THE FACE VALUE
Pursuant to Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), the Issue is being made for at least 10% of the post-Issue paid-up Equity Share capital
of our Company. The Issue is being made through the Book Building Process in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended (SEBI ICDR Regulations), where in 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs).
Our Company and the Selling Shareholder in consultation with the Managers have allocated 59.17% of the QIB Portion to Anchor Investors (the Anchor Investor Portion) at the Anchor Investor
Allocation Price, on a discretionary basis, out of which at least one-third has been allocated to domestic Mutual Funds only. Such number of Equity Shares representing 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remaining Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including
Mutual Funds, subject to valid Bids being received at or above Issue Price. Further not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional
Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price such that
subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail
Individual Bidders on a proportionate basis. Further, 500,000 Equity Shares have been reserved for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at
or above the Issue price. All QIBs (other than Anchor Investors) and Non-Institutional Investors must compulsorily and Retail Individual Bidders and Eligible Employees may optionally participate
in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Kindly note that, our
Company and Selling Shareholder had mentioned in the RHP that they shall proceed with Allotment, amongst other conditions mentioned in RHP, only in the event Bids equivalent to at least 25% of
the Net Issue (including Bids received under the Anchor Investor Portion) are received from Mutual Funds and/or Insurance Companies.Specific attention of investors is invited to the chapter Issue
Procedure on page 415.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of Equity Shares of our Company, there has been no formal market for our Equity Shares. The Face Value of the Equity Shares is `10 and the Issue Price is 32.5 times the face value. The Issue Price (as determined and justified by our Company, the Selling Shareholder and the Managers) as stated under the chapter Basis for Issue Price beginning on page 115 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 and/or sustained trading in the Equity Shares of our
Company or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involves 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 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 our
Company and the Issue including the risks involved. The Equity Shares offered 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 this Prospectus. Specific attention of the investors is invited to the chapter Risk Factors beginning on page 17.
ISSUERS AND THE 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 Issue, which is material in
the context of this Issue; 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 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 Shareholder, having made reasonable enquiries, accepts responsibility for and confirms that this Prospectus contains all statements in relation to itself and the Equity Shares offered
by it in the Offer for Sale which are material in the context of the Offer for Sale and that all such statements are true and correct in all material aspects 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. The in-principle approvals of the Stock Exchanges for listing the Equity Shares have
been received pursuant to letter no. DCS/IPO/NP/IP/120/2013-14 dated August 12, 2013 and letter no. NSE/LIST/212730-W dated August 8, 2013 received from BSE and NSE, respectively. For the
purpose of this Issue, BSE shall be the Designated Stock Exchange.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS
Axis Capital Limited
1st Floor, Axis House, C-2 Wadia International Centre,
P.B. Marg, Worli, Mumbai 400 025, Maharashtra, India
Tel.: +91 22 4325 2183
Fax: +91 22 4325 3000
Email: [email protected]
Website: www.axiscapital.co.in
Investor grievance email: [email protected]
Contact Person: Mr. Vivek Toshniwal
SEBI Regn. No.: INM000012029
DSP Merrill Lynch Limited
8th Floor, Mafatlal Centre, Nariman Point,
Mumbai 400 021, Maharashtra, India
Tel: +91 22 6632 8000
Fax: +91 22 2204 8518
Email: [email protected]
Investor grievance email: [email protected]
Website: www.dspml.com
Contact Person: Mr. Vikram Khaitan
SEBI Regn. No.: INM000011625
Edelweiss Financial Services Limited
Edelweiss House, 14th Floor, Off CST Road, Kalina,
Mumbai 400 098, Maharashtra, India
Tel: +91 22 4086 3535
Fax +91 22 4086 3610
Email: [email protected]
Website: www.edelweissfin.com
Investor grievance email:
customerservice.m