|Basis of Allotment|
HINDUSTAN AERONAUTICS LIMITED
Our Company was incorporated on August 16,1963 as Aeronautics India Limited, a private limited company under the Companies Act, 1956. Subsequently, Hindustan Aircraft Limited, a company incorporated on December 23, 1940 under the Companies Act, 1913 was merged with our Company, pursuant to the Aircraft Companies Amalgamation Order dated September 28,1964 passed by the Company Law Board. The name of our Company was changed to Hindustan Aeronautics Limited, by a certificate of change of name issued by the Registrar of Companies, Maharashtra dated December 5,1964 with effect from October 1, 1964. The status of our Company was changed to public company by a special resolution of the members of our Company passed at the Extra Ordinary General Meeting held on July 10,1995. For further details relating to incorporation, corporate structure, change in registered office of our Company, please refer to the chapter "History and Certain Corporate Matters" beginning on page 171 of the Prospectus dated March 21,2018 ("Prospectus").
Registered and Corporate Office: 15/1 Cubbon Road, Bengaluru 560
001, Karnataka, India; Tel No: +91 (80) 2232 0001; Fax No:
+91 (80) 2232 0758
PROMOTER OF OUR COMPANY: THE PRESIDENT OF INDIA, ACTING THROUGH THE DEPARTMENT OF DEFENCE PRODUCTION, MINISTRY OF DEFENCE.
Our Company has filed the Prospectus dated March 21, 2018 with the RoC and the Equity Shares are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on March 28, 2018.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF 34,107,525 EQUITY SHARES OF FACE VALUE OF RS 10 EACH
("EQUITY SHARES") OF HINDUSTAN AERONAUTICS LIMITED (OUR "COMPANY" OR
THE "ISSUER") THROUGH AN OFFER FOR SALE BY THE PRESIDENT OF INDIA, ACTING
THROUGH THE DEPARTMENT OF DEFENCE PRODUCTION, MINISTRY OF DEFENCE, GOVERNMENT OF INDIA
(THE "SELLING SHAREHOLDER"), FOR CASH AT A PRICE OF RS 1,215 PER EQUITY SHARE
(THE "OFFER PRICE"), AGGREGATING TO RS 41,131.33 MILLION (THE "OFFER")
THE OFFER SHALL CONSTITUTE 10.20% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY. THE OFFER COMPRISES OF A NET OFFER OF 33,438,750 EQUITY SHARES AND AN EMPLOYEE
RESERVATION PORTION OF UP TO 668,775 EQUITY SHARES. THE OFFER AND THE NET OFFER SHALL
CONSTITUTE 10.20% AND 10%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF
*A discount of Rs 25 per Equtiy Share on the OfferPrice was offered to Retail Individual Bidders ("Retail Discount") and to Eligible Employees Bidding in the Employee Reservation Portion ("Employee Discount").
Offer Price: Rs 1,215 per Equity Share of face value of Rs 10 each
| The Offer Price is 121.5 times the face value.
RISKS TO INVESTORS
(i) The two Book Running Lead Managers associated with the Issue have handled 44 public
issues in the past 3 years, out of which 14 issues closed below the issue/offer price on
The Offer was made in terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"),wherein at least 10% of the post-Offer paid-up Equity Share capital of our Company was offered to the public. 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 ("SEBI ICDR Regulations"), wherein 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIB Portion"). Such number of Offered Shares representing 5% of the QIB Portion was available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Portion was available for allocation on a proportionate basis to all QIBs, 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 QIB Portion, the balance Offered Shares was made available for allocation in the Mutual Fund Portion will be added to the remained QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer was 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. Further, up to 668,775 additional Equity Shares was offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, conditional upon valid Bids being received from them at or above the Offer Price. All Bidders were required to participate in the Offer mandatorily through the Applications Supported by Blocked Amount ("ASBA") process by providing the details of their respective ASBA Accounts in which the corresponding Bid Amount was blocked by the SCSBs. For details, see "OfferProcedure" on page 705 of the Prospectus.
The Offer received 1,99,916 applications for 33,642,996 Equity Shares (prior to technical rejections) resulting in 0.99 times subscription. The details of the applications received in the Offer from various categories are as under (prior to technical rejections):
The Basis Of Allotment was finalized in consultation with the Designated Stock Exchange, being BSEon March 23,2018.
A. Allotment to Retail Individual Investors (AfterTechnical Rejections)
The Basis of Allotment to the Retail Individual Investors, who have bid at the Cut-Off Price or at or above the Offer Price of Rs 1,215/-per Equity Share (retail discount of Rs 25/- per Equity Shares has been offered to the Retail Individual Investors), was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.358429 times. The total number of Equity Shares Allotted in Retail Portion is 4,269,012 Equity Shares to193,054successful Retail Individual Investors. The category-wise details of the Basis of Allotment are as under:
Unsubscribed portion of 7,641,314 Equity shares spilled over to QlBCategory
B. Allotment to Non-Institutional Investors (After Technical Rejections)
The category-wise details of the Basis of Allotmentare as under:
Unsubscnbed portion of 4,933,126 Equity shares spilled over to QIB Category
C. Allotment to Eligible Employees (After Technical Rejections)
The Basis of Allotment to the Eligible Employees, who have bid at or above the Offer Price of Rs 1,215/- per Equity Share (Employee discount of Rs 25/-per Equity Share has been offered to the Eligible Employees), was finalized in consultation with the BSE. The Eligible Employees Portion has been subscribed to the extent of 0.116667 times. The total number of Equity Shares Allotted in this category is 78,024 Equity Shares to 2,190 successful Bidders. The category-wise details of the Basis of Allotment are as under:
Unsubscribed portion of 590,751 Equity shares spilled over to QIB Category
D. Allotment to QIBs (After Technical Rejections)
Allotment to QIBs, who have Bid at the Offer Price of Rs 1,215/- per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 1.74 times of QIB Portion.As per the SEBI ICDR Regulations, Mutual Funds were Allotted 5 % of the Equity Shares of QIB Portion available i.e. 10,72,548 Equity Shares (including spilled over) and other QIBs, including Mutual Funds were Allotted the remaining available Equity Shares i.e. 27,941,436 Equity Shares (including spilled over) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 29,013,984 Equity Shares, which were allotted to 17 successful QIB Bidders. The category wise details of the Basis of Allotment are as under:
Unsubscribed portion of Retail, HNI and Employee Category have been added to QIB Portion to the extent of its subscnption and balance 575,205 were not allotted to any categories, since the overall Offer was undersubscribed.
The Board of Directors of the Company on March 24,2018 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-intimations and/or notices are being dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on March 23,2018 and payment to non-Syndicate brokers have been issued on March 26, 2018. The Equity Shares Allotted to the successful Allottees have been uploaded on March 26, 2018 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. In case the unblocking of funds or credit of equity shares is not received within six working days, investors may contact the Registrar to the Offer at the address given below. The Company has filed the Listing applications with BSE and NSE on March 26, 2018. The Company has received listing and trading approvals from BSE and NSE and the trading will commence on March 28, 2018. All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made have been hosted on the website of the Registrar to the Offer, Karvy Computershare Private Limited at https://karisma.karvy.com. All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address of Registrar.
Karvy Computershare Private Limited
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF HINDUSTAN AERONAUTICS LIMITED.