Godrej Agrovet IPO Basis of Allotment

This is a public announcement for information purposes only and is not a prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India.

Godrej Agrovet Limited
brighter farming

Our Company was incorporated as Godrej Agrovet private Limited on November 25,1991 in the state of Gujarat as a private limited company under the Companies Act. 1956. Our Company became a deemed public limited company under Section 43A( 1) of the Companies Act 1956. and the word 'private' was struck off from the name of our Company with effect from April 27,1992. Pursuant to our Company passing a resolution under Section 21 of the Companies Act 1956, our Company was registered as a public limited company with effert from August 26,1994, Subsequently, the Regislrar of Companies. Gujarat issued a fresh certificate of incorporation dated February 19, 2002 consequent upon conversion, recording, the change of our Company's name to 'Godrej Agrovet Limited'. For details of change in the name and Registered Office of our Company, see 'History and Certain Corporate Matters' beginning on page 148 of the Prospectus dated October 7, 2017 ('Prospectus').

Registered and Corporate Office: Godrej One, 3rd Floor, Pirojshanagar, Extern Express Highway, Vikhroli (East), Mumbai 400 079; Contact Person: Vivek Raizada, Company Sectary and Compliance Officer, Tel: (91 22) 2519 4416; Fax; (91 22) 2519 5124;
E-mail: gavlinvestors@godrejagrovet.com ; Website: www.godrejagrovet.com ; Corporate Identity Number: U15410MH1991PLC135359

PROMOTERS OF OUR COMPANY: GODREJ INDUSTRIES LIMITED, NADIR B. GODREJ AND ADI B. GODREJ

Our Company has filed the Prospectus with the Registrar of Companies, Mumbai and the Equity Shares are proposed to be listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') and the trading will commence on October 16,2017.

BASIS OF ALLOTMENT

PUBLIC OFFER OF 25,158,964 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ('EQUITY SHARES') OF GODREJ AGROVET LIMITED (THE 'COMPANY') FOR CASH AT A PRICE OF RS 460 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 450 PER EQUITY SHARE AGGREGATING TO RS 11,573.12 MILLION (THE 'ISSUE') COMPRISING A FRESH ISSUE OF 6,337,225 EQUITY SHARES AGGREGATING TO RS 2,915.12 MILLION BY COMPANY ('FRESH ISSUE') AND AN OFFER FOR SALE OF 6,521,739 EQUITY SHARES* BY GODREJ INDUSTRIES LIMITED ('PROMOTER SELLING SHAREHOLDER') AGGREGATING TO RS 3,000 MILLION AND 12,300,000 EQUITY SHARES BY V-SCIENCES INVESTMENTS PTE LTD (' V-SCIENCES' OR 'INVESTOR SELLING SHAREHOLDER') (' V-SCIENCES' OFFERED SHARES') AGGREGATING TO RS 5,658 MILLION (THE PROMOTER SELLING SHAREHOLDER AND THE INVESTOR SELLING SHAREHOLDER ARE COLLECTIVELY REFERRED TO AS, THE 'SELLING SHAREHOLDERS' AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDER AND THE V-SCIENCES' OFFERED SHARES, COLLECTIVELY THE 'OFFERED SHARES') ('OFFER FOR SALE'). THE ISSUE INCLUDED A RESERVATION OF 434,782 EQUITY SHARES AGGREGATING TO RS 200 MILLION FOR SUSBCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN 'DEFINITIONS AND ABBREVIATIONS'). FURTHER, COMPANY HAS ISSUED 367,737 EQUITY SHARES AGGREGATING TO RS 169.16 MILLION TO IDENTIFIED EMPLOYEES OF COMPANY UNDER THE ESPS (AS DEFINED IN 'DEFINITIONS AND ABBREVIATIONS') AS PART OF THE ISSUE AND AT ISSUE PRICE.

THE NET ISSUE CONSTITUTES 12.88% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL (AFTER CONSIDERING ALLOTMENT TO THE IDENTIFIED EMPLOYEES OF OUR COMPANY UNDER THE ESPS).

OUR COMPANY HAS. IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS ('BRLMS''), UNDERTAKEN A PRIVATE PLACEMENT OF 192,901 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO RS 84.88 MILLION ('PRE-IPO PLACEMENT'). THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS DATED JULY 18,2017, BEING RS 3,000 MILLION, HAS BEEN REDUCED TO RS 2,915.12 MILLION ACCORDINGLY.
THE FACE VALUE OF EQUITY S HARES IS RS 10 EACH.

ISSUE PRICE: RS 460 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
ANCHOR INVESTOR ISSUE PRICE: RS 460 PER EQUITY SHARE
THE ISSUE PRICE IS 46 TIMES THE FACE VALUE

Risks to Investors:

1 The three Book Running Lead Managers associated with the Issue have handled 43 public issues In the past
three financial years out of which 11 issues closed below the issue price on listing date.
2. None of the listed companies in India are engaged in a portfolio af business similar to ours.
3. The Price/Earnings ratio based on diluted Earnings Per Share (EPS) on standalone basis for the Financial Year 2017, at
the Issue price of the Price Band, is as high as 53.12. The Price/Earnings ratio of NIFTY 50 for the Financial Year 2017 was 21.62,
4. The average cost of acquisition of Equity Shares for our Selling Shareholders, is Rs 30.64 for Godrej Industries Limited, and Rs 154.60 for V-Sciences Investment Pte Ltd, per Equity Share, respectively, and the Issue price is Rs 460 per Equity Share.
5. Our Company has issued Equity Shares in the last 12 months which is at a price lower than the Essue price. Our Company has undertaken a private placement of 192,901 Equity Shares at a price of Rs 440 per Equity Share for cash consideration aggregating to? 84.88 million.

BID PROGRAMME:
BID/ISSUE OPENED ON OCTOBER 4, 2017 | BID/ISSUE CLOSED ON OCTOBER 6, 2017
ANCHOR INVESTOR BIDDING DATE: OCTOBER 3, 2017

In terms of Rule l9(2)(b)(iii) of the Securities Contracts (Regulation) Rules 1957, as amended ('SCRR'), the Net issue was for at least 10% of the post-issue paid-up - equity -share capital of our Company. The issue was 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 (the 'SEBI ICDR Regulations'), wherein not more than 50% of the Net Issue was allocated on a proportionate basis to QIBs ('QIB Portion'), provided that our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ('Anchor Investor Portion'), at the Anchor Investor Allocation Price. Atleat one-third of the Anchor Investor Portion was reserved for domestic Mulual Funds. subject to valid Bids received from domestic Mutual Funds at or above Anchor Investor Allocation Price. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was 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 Issue Price. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids received at or above the Issue Price. All potential Bidders, other than Anchor Investors, participated in the Issue through the Application Supported by Blocked Amount ('ASBA') process providing details of their respective bank account which were blocked by the Self Certified Syndicate Banks ('SCSBs'). Anchor Investors were not permitted to participate in the Issue through ASBA Process. For details, see 'Issue Procedure' beginning on page 535,

The Issue received 1,479,061 Applications for 1,723,573,440 Equity Shares (before technical rejections) resulting m 68.52 times subscription. The details of the Applications received in the Issue from various categories are as under (Before technical rejections)

Final Demand
A summary of the final demand as per the BSE and the NSE as on the Bid Closing Date at different Bid prices is as under

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on October 11, 2017.

A. Allotment to Retail Individual Investors (After Technical Rejections) The Basis of Allotment to the Retail Individual Investors, who have Bid at cut- off or the Issue Price of Rs 460 per Equity Share was finalized in consultation with NSE. The category has been subscribed to the extent of 7.3077 times. The total number of Equity Shares Allotted in this category is 8,730,855 (including spilled over) Equity Sharas to 272,839 successful applicants. The category-wise details of the Basis of Allotment are as under:

Note: 1 additional Share shall be allotted to 7 Allottees from amongst 27057 Successful Applicants from the categories 64-416 (i.e. excluding successful applicants from Category 32) in the ratio of 7:27057

B. Allotment to Non Institutional Investors (After Technical Rejections)

The Basis of Allotment to the Non-Institutional investors, who have bid at the issue price of Rs 460 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 235,6635 times. The total number of Equity Shares Allotted in this category is 3,741,795 (including spilled over) Equily Shares to 993 successful applicants. The category is 3,741,795 (including spilled over) Equity Shares to 993 Successful Applicants.
The category wise details of the Basis of Allotment are as under: (SAMPLE)

C. Allotment to QIBs (After Technical Rejections)

The Basis of Allotment to QIBs who have Bid at the issue price of Rs. 460 per Equity Share has been done on a proportionate basis m consultation with the NSE. This category has been subscribed to the extent of 151,7741 times of the QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allocated 5% of the Equity Shares of QIB Portion available i.e. 252,770 Equity Shares (including spilled over) and other QIBs, including Mutual Funds, were Allocated the remaining available 4,802,626 (including spilled over) on proportionate basis. The total number of Equity Shares allotted in the QlB  category is 5,055,396 Equity Shares, Which were allotted to 185 successful Applicants. The category-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors

The Company In consultation with the BRLMs has Allocated 7,417,254 Equity Shares to 25 Anchor Investors who have applied through 32 applications. Applications at the Anchor Investors issue price of Rs 460 per Equity Shares in accordence with the SEBI Regulations. This represents 60% of the QIB Category.

E. Allotment to Eligible Employees (After Technical Rejections)

The Basis of Allotment to the Eligible Employees, who have Bid at the Issue Price of Rs 460 per Equity Share, was fialized in consultation with the NSE. This Employee Reservation Portion has been subscribed to the 0.4914 extent of times. The total number of Equity shares allotted in this category is 213,664 Equity Shares to 598 successful Eligible Employees.

The category-wise details of the Basis of Allotment are as under.

The under subscribed portion of  221,118 Equity Shares in the Employee Investors category has been allocated to QIB, Non Institutional investors category and Retail Individual Investors in the ratio of 50:15:35.

The IPO Committee of the Company at its meeting held on October 12, 2017, has approved the Basis of Allotment of the Equity Shares approved by the Designated Stock Exchange, being NSE and Allotted the Equity Shares to various successful Bidders. The Allotment Advice-cun-Refund Intimations are being dispatched to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks for unblocking of funds and transfer to the Public Offer Account, as applicable have been issued on Odober 12, 2017. The Equity Shares Allotted to the successful Applicants have been credited on October 12, 2017 to their beneficiary account subject to validation of the account details with the depositories concerned. In case the unblocking of funds or credit of shares is not received within ten days. investors may contact the Registrar to the Issue at the address given below.

Note: All capitalized terms used and not defined here in shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details, of the Allotment made shall be hosted on the website of Registrar to the Offer, Karvy Computerehare Private Limited at www.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 applicant, Serial number of the ASBA form, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

KARVY COMPUTERSHARE PRIVATE LIMITED
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032.

Telephone (91 40) 6716 2222. Facsimile: (91 40) 2343 1551
Email ID: godrej.agrovet@karvy.com : Website: https://karisma.karvy.com ; Investor Grievance ID: einward.ris@karvy.com
Contact Person: M. Murali Krishna: SEBI Registration No.: INR000000221

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 GODREJ AGROVET LIMITED.