Sole Selling Broker
Offer For Sale
HDFC Asset Management Company Limited
Offer Structure:
Company: HDFC Asset Management Company Limited (the "Company")
Bloomberg Code: HDFCAMC IN Equity
Selling Shareholder: Standard Life Investments Limited
Offer Type: Offer for Sale through Stock Exchange Mechanism pursuant to SEBI Circular CIR/MRD/DP/18/2012 dated July 18, 2012 as amended by circulars nos. CIR/MRD/DP/04/2013 dated January 25, 2013, CIR/MRD/DP/17/2013 dated May 30, 2013, CIR/MRD/DP/24/2014 dated August 8, 2014, CIR/MRD/DP/32/2014 dated December 1 2014, CIR/MRD/DP/12/2015 dated June 26, 2015, CIR/MRD/DP/36/2016 dated February 15, 2016, CIR/MRD/DP/65/2017 dated June 27, 2017 and SEBI/HO/MRD/DOPI/CIR/P/2018/159, dated December 28, 2018 (the "OFS Circular"), and section 21 of chapter 1 of the "Master Circular for Stock Exchange and Clearing Corporation" issued by the SEBI through its circular no. SEBI/HO/MRD/DP/CIR/P/2016/135 dated December 16, 2016 (the "OFS Master Circular", and together with the OFS Circular, the "SEBI OFS Circulars") (such offer for sale, the "Sale")
Offer size: Up to 4.75mm equity shares (the "Base Sale Shares"), with an oversubscription option of up to 3.85mm equity shares (the "Oversubscription Sale Shares", and together with Base Sale Shares, "Sale Shares")
Base deal size (computed at floor price): INR 15,058 MM i.e. USD 210 MM
Oversubscription option (computed at floor price): INR 12,205 MM i.e. USD 170 MM
Total deal size including Oversubscription option (computed at floor price): INR 27,262 MM i.e. USD 380 MM
Offer size as a % of Company's Market Cap: 2.2% (at base deal size). Up to 4.0% (if Oversubscription option is exercised)
Standard Life Post Issue Holding: 27.7% (at base deal size). 25.9%(if Oversubscription option is exercised)
Floor Price: INR 3,170 per share
Floor Price Discount: 7.9% discount to INR 3,442.80, closing price of the stock on NSE as of December 03, 2019
USD/INR: 71.7217 (Source: FBIL as of December 03, 2019)
Primary / Secondary split: 100% secondary issue
Lock-up: The Selling Shareholder undertakes not to purchase and/or sell the shares of the Company up for 12 weeks other than through an OFS which can be done after 2 weeks (as per regulations)
Distribution: All registered / KYC compliant clients of the trading members / brokers of the stock exchanges in India are allowed to participate
Margin Money:
100% upfront margin in cash on trade date for each order. Modification/cancellation of bids allowed during trading hours. Credit of shares on T+1 (December 5, 2019 ).Non-retail investors who choose to carry forward their unallotted bids to T+1 day, credit of shares on T+2 day (December 6, 2019). OR
Zero% upfront margin (for institutional investors only) (in line with secondary market transactions in India). Modification of bids allowed only for upward revision in the price or quantity. Credit of shares on T+2 day (December 6, 2019). Institutional investors who choose to carry forward their unallotted bids to T+1 day, credit of shares on T+3 day (December 9, 2019).
Allocation Methodology: The allocation shall be at or above the Floor Price on the price priority method at multiple clearing prices in accordance with the SEBI OFS Circulars.
Reservation Allocation: Minimum of 25% of the sale shares shall be reserved for mutual funds and insurance companies, subject to receipt of valid bids at or above the floor price and as per allocation methodology. 10% of the offer size shall be reserved for retail investors as per details mentioned below.
Retail Investor reservation: 10% of the size of the Offer shall be reserved for Retail Investors subject to the receipt of valid bids. Retail investor shall mean an individual investor who places bids for shares of total value of not more than Rs.2,00,000 (Rupees Two Lakhs only) aggregated across BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges"). Retail investors may enter a price bid or opt for bidding at "Cut-off Price", which is the lowest price at which the Sale Shares are sold in the Offer as determined based on all valid bids received on T day.
Maximum Allocation: No single buyer other than mutual funds registered with Securities and Exchange Board of India under the SEBI (Mutual Funds) Regulations, 1996 and the insurance companies registered with the Insurance Regulatory and Development Authority under the Insurance Regulatory and Development Authority Act, 1999 shall be allocated more than 25% of the size of the Sale Shares
Exchanges: National Stock Exchange ("NSE"), Bombay Stock Exchange ("BSE"). BSE shall be the Designated Stock Exchange
Selling Restriction: Regulation S for investors outside the United States and, for investors in the United States, offers and sales only to "qualified institutional buyers" as defined in Rule 144A
Selling Broker: DSP Merrill Lynch Limited
Modification and Cancellation of Bids
With 100% margin, modification/ cancellation of orders/ bids can be done during trading hours on the days of the sale.
With Zero% margin, cancellation of orders/ bids shall not be permitted at all. Modification of bids allowed only for upward revision in the price or quantity
Bids carried forward by non-retail investors to T+1 day may be revised in accordance with the SEBI OFS Circulars and the applicable circulars, rules and regulations issued by the Stock Exchanges
Cancellation of OFS from Seller: The Seller reserves the right to not proceed with the Sale at any time prior to opening of the Sale. In the event that sufficient demand from non-retail investors at or above the Floor Price on T day is not received, the Seller reserves the right to cancel the Sale (for both non-retail investors and retail investors), post bidding in full on T day and not proceed with the Sale on T+1 day.In the event that valid orders are not placed for the entire number of Sale Shares at or above the Floor Price, the Seller reserves the right to either conclude the Sale to the extent of orders placed or cancel the Sale in full. The decision to either accept or reject the Sale shall be at the sole discretion of the Seller
Conditions for Participation: Brokerage, Fees levied by the Stock Exchanges, including Securities Transaction Tax, would also be payable by investors.
Key Timelines Below:
Public Announcement and Floor Price Announcement (T-1): December 3, 2019
Trade Date for Institutional investors (T): December 4, 2019
Offer Opens (T): 9:15 am IST, December 4, 2019
Offer Closes (T): 3:30 pm IST, December 4, 2019
Trade Date for Retail investors and Institutional investors that choose to carry forward their bids (T+1): December 5, 2019
Offer Opens (T+1): 9:15 am IST, December 5, 2019
Offer Closes (T+1): 3:30 pm IST, December 5, 2019
Confirmation of Allocation for regular bids (T): On or around 7.00 pm IST, December 4, 2019 (Confirmation will be in the form of contract notes)
Confirmation of Allocation for carry forward bids (T+1): On or around 7.00 pm IST, December 5, 2019 (Confirmation will be in the form of contract notes)
Settlement Date for bids by Institutional Investors with 100% upfront margin (T+1): Credit of shares - On or around December 5, 2019
Settlement Date for bids by Institutional Investors with Zero% upfront margin (T+2): Credit of shares - On or around December 6, 2019
Settlement Date for carry forward bids by Institutional Investors with 100% upfront margin and retail investors (T+2): Credit of shares - On or around December 6, 2019
Settlement Date for carry forward bids by Institutional Investors with Zero% upfront margin (T+3): Credit of shares - On or around December 9, 2019
DISCLAIMER
THIS MESSAGE IS FOR INFORMATION PURPOSES ONLY AND IS NEITHER AN OFFER NOR INVITATION TO BUY OR SELL NOR A SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS OR MAY BE UNLAWFUL, WHETHER PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION OR OTHERWISE. IF A JURISDICTION REQUIRES THAT THE OFFERING BE MADE BY A LICENSED BROKER OR DEALER OR ANY AFFILIATE OF THE LICENSED BROKER OR DEALER IN THAT JURISDICTION, ANY OFFERING THEREIN SHALL BE DEEMED TO BE MADE BY SUCH AFFILIATE IN SUCH JURISDICTION.
THIS MESSAGE IS INTENDED FOR THE SOLE USE OF THE PERSON TO WHOM IT IS PROVIDED. IT SHOULD NOT TO BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND IS NOT TO BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS MESSAGE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
The Sale is being carried out in accordance with the SEBI OFS Circulars and subject to the circulars, rules and regulations issued by the Stock Exchanges from time to time. There will be no public offer of the Sale Shares in India under the Companies Act, 2013 together with the rules made thereunder (as notified and applicable) each as amended from time to time ("Companies Act") or in any other jurisdiction. Accordingly, no documents have been or will be prepared, registered or submitted for approval as a "prospectus" or an offer document with the Registrar of Companies in India under the Companies Act and/or the SEBI under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, or to the Stock Exchanges or any other regulatory or listing authority in India or abroad, and no such document will be circulated or distributed to any person in any jurisdiction, including in India. The Bidders acknowledge and agree that any buy order or bid shall be made solely on the basis of publicly available information and any information available with SEBI, Stock Exchanges, Company's website or any other public domain, together with the information contained in this message. The Sale is subject to the further terms set forth in the contract note to be provided to the successful Bidders. Prospective Bidders should seek appropriate legal advice prior to participating in the Sale.
This communication is for information purposes only and is neither an offer nor invitation to buy or sell nor a solicitation of an offer to buy or to sell any securities in the United States. The Sale Shares have not been and will not be registered under the Securities Act, under the securities laws of any state of the United States or any securities laws of any other jurisdiction (other than India), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable state securities laws. The Sale Shares are being offered and sold (1) in the United States only to purchasers reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in, and pursuant to, Rule 144A under the Securities Act or pursuant to another available exemption from the registration requirements under the Securities Act, and (2) outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act ("Regulation S").
Notice to Canadian Residents: The Sale Shares have not been and will not be qualified for sale to the public under applicable Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon the terms of the Offer for Sale through Stock Exchange Mechanism pursuant to the SEBI OFS Circulars. This communication is being distributed in Canada solely to certain Canadian resident accredited investors as defined within the meaning of National Instrument 45-106 - Prospectus and Registration Exemptions and permitted clients as defined within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Obligations. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of equity shares in Canada and is for the confidential use of only those persons to whom it is transmitted.
Notice to EEA Residents: This message has been prepared on the basis that all offers of Sale Shares will be made pursuant to an exemption under Directive 2003/71/EC (including any amendments thereto and any implementing measures - the "Prospectus Directive") from the requirement to produce a prospectus for offers of Sale Shares. Accordingly any person making or intending to make any offer within the European Economic Area of Sale Shares which are the subject of the placement contemplated in this message should only do so in circumstances in which no obligation arises for the Seller or the Seller's Broker to produce a prospectus for such offer. Neither the Seller nor the Seller's Broker have authorised, nor do they authorise, the making of any offer of Sale Shares through any financial intermediary, other than offers made by the Seller's Broker which constitute the sale of Sale Shares contemplated in this message.
No determination has been made as to whether the Company has been, is, or will become a passive foreign investment company ("PFIC") within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. No analysis has been undertaken to determine if the Company is a PFIC, and if the Company has been, is, or will be treated as a PFIC in any taxable year, U.S. taxpayers that hold the Sale Shares (directly and, in certain cases, indirectly) may be subject to significant adverse tax consequences. The PFIC rules are complex and there could be adverse tax consequences for a U.S. holder of the Sale Shares if the Company were determined to be a PFIC. Prospective purchasers should consult their own tax advisors regarding the U.S. federal, state and local tax implications to them of acquiring the Sale Shares.
BY SUBMITTING A BID IN CONNECTION WITH THE OFFER FOR SALE OR RECEIVING ANY SALE SHARES, EACH BIDDER (AND ANY BROKER ACTING ON SUCH BIDDER'S BEHALF, AS AND TO THE EXTENT APPLICABLE) WILL BE DEEMED TO HAVE: (a) read, understood and acknowledged this communication in its entirety; (b) accepted and complied with the terms and conditions set out in this communication; (c) read, understood and acknowledged the notice of the proposed offer for sale of the Sale Shares to the stock exchanges dated March 11, 2019 in its entirety; (d) accepted and complied with the terms and conditions set out in the notice of the proposed offer for sale of the Sale Shares to the stock exchanges dated March 11, 2019 and confirmed all of its representations, warranties, agreements and acknowledgements set forth therein, and (e) represented, warranted, agreed, undertaken, confirmed and/or acknowledged that (1) such Bidder is either (i) located outside the United States and is purchasing such Sale Shares in an offshore transaction in reliance upon Regulation S; or (ii) a QIB purchasing the Sale Shares in a transaction exempt from the registration requirements of the Securities Act, and (2) such Bidder is not an affiliate of the Company or a person acting on behalf of such an affiliate.
BofA Securities may enter into swap arrangements with investors in connection with which it may from time to time acquire, hold or dispose of Shares and may receive fees and other compensation in connection therewith. BofA Securities may enter into financing and derivative arrangements with investors in connection with which it may from time to time acquire, hold or dispose of Shares of the Company and may receive fees and other compensation in connection therewith.
Professional/Institutional Investors Only, Not For Distribution To Private Customers (FSA Definition).
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