Security And Intelligence Services (India) Limited (“Company” or “Issuer“) proposes to open on Monday, July 31, 2017, an Initial Public Offering of Equity Shares of Face Value of Rs. 10 each (“Equity Shares”) for Cash (the “Offer”) comprising a fresh issue of Equity Shares aggregating up to Rs. 3,622.50 million (The “Fresh Issue”) and an offer for sale of up to 5,120,619 Equity Shares by the Selling Shareholders, comprising an offer for sale of up to 3,402,764 Equity Shares by Theano Private Limited; an offer for sale of up to 68,336 Equity Shares by AAJV Investment Trust (together, the “Investor Selling Shareholders”); an offer for sale of up to 786,517 Equity Shares by Ravindra Kishore Sinha; an offer for sale of up to 524,345 Equity Shares by Rituraj Kishore Sinha (together, the “Promoter Selling Shareholders”), and an offer for sale of 338,657 Equity Shares by the Other Selling Shareholders (defined hereinafter) (together, the “Offer For Sale”).
The Price Band for the Offer is fixed from Rs. 805 to Rs. 815 per Equity Share. Bids can be made for a minimum of 18 Equity Shares and in multiples of 18 Equity Shares thereafter. The Bid/ Offer will close on Wednesday, August 2, 2017.
The Company and the Investor Selling Shareholders may, in consultation with the Global Coordinators and Book Running Lead Managers (“GCBRLMs“) and the Book Running Lead Managers (“BRLMs“), consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
The GCBRLMs to the Offer are Axis Capital Limited, ICICI Securities Limited, IIFL Holdings Limited and Kotak Mahindra Capital Company Limited. The BRLMs are SBI Capital Markets Limited, YES Securities (India) Limited and IDBI Capital Markets & Securities Limited.
The Equity Shares offered through the RHP are proposed to be listed on BSE and NSE.
The Offer is being made through the Book Building Process in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that the Company and the Investor Selling Shareholders in consultation with the GCBRLMs and the BRLMs may allocate up to 60% 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 reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. The number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor 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 (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. If at least 75% of the Offer cannot be Allotted to QIBs, all the application monies will be refunded/ unblocked forthwith. 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 from them at or above the Offer Price. All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the Applications Supported by Blocked Amount process by providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the SCSBs.
Contents of the Memorandum of the Company as regards its Objects: For information on the main objects and other objects of the Company, see “History and Certain Corporate Matters” on page 209 of the RHP and Clause III of the Memorandum of Association of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Offer. For further details, see the section “Material Contracts and Documents for Inspection” on page 676 of the RHP.
Liability of the members of the Company: Limited by shares.
Amount of share capital of the Company and Capital Structure: The authorised, issued, subscribed and paid up share capital of the Company as on the date of the RHPis as follows: the authorised share capital of the Company is Rs1,350,000,000 divided into 135,000,000 Equity Shares of Rs10 each. The issued and subscribed share capital of the Company is Rs 687,143,750 divided into 68,714,375 Equity Shares of`10 each and the paid up share capital of the Company is Rs 687,142,500 divided into 68,714,250 Equity Shares of Rs 10 each. For further details, see the section “Capital Structure” on page 99 of the RHP.
Names of signatories to the Memorandum of Association of the Company and the number of Equity Shares subscribed by them: The signatories to the Memorandum of Association are Atmanand Singh, Shivaraj Nandan Sharma, Joytindra Mohan Prasad, Shivram Singh, Devendra Kishore Sinha, Suraj Prasad Sinha and Ravindra Kishore Sinha who together subscribed to 216 equity shares of our Company of Rs 100 each as initial subscription.
For details of the main objects of the Company as contained in the Memorandum of Association, see “History and Certain Corporate Matters” on page 209 of the RHP. For details of the share capital and capital structureof the Company see “Capital Structure”on page 99 of the RHP.