|
MAHINDRA LOGISTICS LIMITED
Mahindra logistics Limited ('our Company' or
the 'Company' or the 'issuer') was
incorporated under its present name as a public limited company under the Companies Act,
1956 pursuant to the certificate of incorporation on August 24, 2007 granted by the
Registrar of Companies, Mumbai. Our Company was granted the certificate for commencement
of business on October 15, 2007 by the Registrar of Companies, Mumbai. For more
information regarding our Company's corporate history, see 'History and
Certain Corporate Matters' on page 167 of the Red Herring Prospectus dated
October 16, 2017 ('RHP').
Corporate Identity Number: U63000MH2007PLC173466
Registered Office: Mahindra Towers. P. K Kume Chowk, Worli. Mumbai - 400018, Tel;
+91 22 2490 1441. Fax: +91 22 2490 0833; Corporate Office:
1A & 1B, 4th Floor, Techniplex 1, Techniplex Complex, Veer Savarkar Flyover, Goregaon
West, Mumbai - 400062. Tel: +91 22 2871 6800: Contact Person:
Nikhil Nayak, Chief Financial Officer and Compliance Officer.
Tel: +91 22 2871 5500; E-mail: cfo.mll@mahindra.com ; Website: www.mahindralogistics.com
OUR PROMOTERS: MAHINDRA & MAHINDRA LIMITED
Our Company has filed the Prospectus dated November 3, 2017 with the
Registrar of Companies, (the 'Prospectuss') 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 November 10,2017.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF 19,332,346 EQUITY SHARES OF FACE VALUE OF RS10 EACH (THE
'EQUITY SHARES') OF MAHINDRA LOGISTICS LIMITED ('THE COMPANY') FOR
CASH AT A PRICE OF RS 429 PER EQUITY SHARE (THE 'OFFER PRICE'') AGGREGATING TO
RS 8,288.84 MILLION' THROUGH AN OFFER FOR SALE OF (i) 9,666,173 EQUITY SHARES
AGGREGATING TO RS 4,144.42 MILLION' BY MAHINDRA & MAHIHDRA LIMITED (PROMOTER OF THE
COMPANY); (ii) 9,271,180 EQUITY SHARES AGGREGATING TO RS 3,975.07 MILLION' BY NORMANDY
HOLDINGS LIMITED: AND (iii) 394,993 EQUITY SHARES AGGREGATING TO RS 169.36 MILLION'
BY KEDAARA CAPITAL ALTERNATIVE INVESTMENT FUND - KEDAARA CAPITAL AIF 1. (THE 'OFFER
FOR SALE' OR THE 'OFFER' AND SUCH SHAREHOLDERS OFFERING THEIR RESPECTIVE
EQUITY SHARES IN THE OFFER FOR SALE ARE COLLECTIVELY HEREINAFTER REFERRED TO AS THE
'SELLING SHAREHOLDERS' AND INDIVIDUALLY AS A 'SELLING SHAREHOLDER').
THE OFFER INCLUDED A RESERVATION OF 112,710 EQUITY SHARES AGGREGATING TO RS 43.62 MILLION.
FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE 'EMPLOYEE RESERVATION PORTION'), THE
OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE 'NET
OFFER' AND SUCH NET OFFER AGGREGATED TO 19.219,636 EQUITY SHARES'. THE OFFER AND THE
NET OFFER CONSTITUTED 27.17% AND 27.02', RESPECTIVELY, OF THE POST OFFER PAID-U P EQUITY
SHARE CAPITAL OF OUR COMPANY. THE OFFER INCLUDED A DISCOUNT OF RS 42 PER EQUITY SHARE ON
THE OFFER PRICE TO ELIGIBLE EMPLOYEES (THE 'EMPLOYEE DISCOUNT').
*The aggregate amounts raised in the Offer for sale, the number of Equity Shares
reserved in the Employee Reservation Portion and the amount raised in the Employee
Reservation Portion are based on the Basis of Allotment finalized in consultation with
BSE.
Offer Price: Rs 429 Per Equity Share of Face Value of Rs 10 Each
Anchor Investor Offer Price: Rs 429 Per Equity Share
The Offer Price is 42.9 times the Face Value
Risks to Investors;
1. The two Book Running Lead Managers associated with the Offer 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 campanies in India have a business model and asset structure
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 upper end of the Price Band, is as high as 66. The
Price/Earnings ratio of NIFTY 50 for the Financial Year 2017 was 23.26.
4. The average cost of acquisition of Equity Shares for our Selling Shareholders is Rs 10
per Equity Share for Mahindra and Mahindra Limited, and. Rs 122,29 per Equity Share for
Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF 1 and Normandy Holdings
Limited, and the Offer Price at upper end of the Price band is Rs 429 per Equity Share.
BID/ OFFER PERIOD: OPENED ON: TUESDAY, OCTOBER 31, 2017
CLOSED ON: THURSDAY, NOVEMBER 2, 2017
ANCHOR INVESTOR BIDDING DATE: MONDAY, OCTOBER 30, 2017
In terms of Rule 19(2)(b)(ii) of the Securities Contract (Regulation) Rutes .1957.
as amended (the 'SCRR'), this was an Offer for at least such
percentage of the post-Offer pad-up Equity Share capital of our Company which will be
equivalent to Rs 4.000 million calculated at the Offer Price and the post-Offer capital of
our Company calculated at the Offer Price is more than Rs 16.000 million but less than or
equal to Rs 40.000 million. The Offer was made through the Book Building Process and in
compliance with Regulation 26(1) of the SEBI ICDR Regulations. wherein not more than 50%
of the Net Offer were available for allocation on a proportionate basis to Qualified
Institutional Buyers ('QIBs,') (the 'QIB Category'),
out of which our Company and the Selling Shareholders, in consultation with the BRLMs
'have allocated 60% of the QIB Category to Anchor Investors, on a discretionary basis
(the' Anchor Investor Portion'), of which one-third was reserved
for domestic Mutual Funds, suhjed to valid Bids being received from domestic Mutual Funds
at or above the price at which allocation was made to Anchor investors. Further, 5% of the
QIB Category (excluding the Anchor Investor Portion) was made available for allocation on
a proportionate basis to Mutual Funds only. The remainder of the QIB Category was made
available for allocation on a proportionate basis to QIBs., subject to valid Bids
being received from them at or above the Offer Price. Further, not less than 15% of the
Net Offer was made available for allocation on a proportionate basis to Non-Institutional
Investors and not less than 35% of the Net Offer was made available for allocation to
Retail Individual Investors, in accordance with the SEBl ICDR Regulations, subject to
valid Bids being received at or above the Offer Price. All Bidders (except Anchor
Investors) mandatorily participated in this Offer only through the Application Supported
by Blocked Amount ('ASBA') process, and provided details of
their respective bank account in which the Bid amount has been blocked by the SCSBs.
Anchor Investors were not permitted to participate in the Anchor Investor Portion through
the ASBA process. For details. see 'Offer Procedure' on page 319.
The Offer received 963.388 applications for 110.652,082 Equity Shares (prior to
technical rejections) resulting in 5.7237 times subscription. The details of the
applications received in the Offer from various categories are as under, (before technical
rejections):
| SI. No. |
Category |
No, of
Applications |
No. of Equity
Shares applied |
Equiiy Shares
Reserved |
No. of times
Subscribed |
Amount (Rs) |
| A. |
Retail Individual Bidders |
960,099 |
39,428,508 |
6,722,572 |
5,8651 |
16,921,186,075,00 |
| B. |
Non-Institutional Bidders |
569 |
5,306,176 |
2,881,102 |
1,8417 |
2,276,318,122,00 |
| C. |
Qualified Institutional Buyers |
72 |
59,922,146 |
3,841,469 |
15,5988 |
25,706,643,534 00 |
| D. |
Anchor Investors |
19 |
5,762,218 |
5,762,203 |
1,0000 |
2,471,991,522,00 |
| E |
Eligible Employees |
2,629 |
232,934 |
125,000 |
1,8635 |
90,195,302,00 |
|
Total |
963,388 |
110,652,082 |
19,332,346 |
5,7237 |
47,466,334,555,00 |
Final Demand
A summary of the final demand as per BSE and NSE on the Issue Closing Date at different
Bid prices is as under;
| SI No |
Bid Price |
Bids Quantity |
(%) to Total |
Cumulative Total |
% Cumulative Total |
| 1. |
425 |
218,416 |
0.20 |
218,416 |
0.20 |
| 2. |
426 |
36,006 |
0.03 |
254,422 |
0.24 |
| 3. |
427 |
122,706 |
0.11 |
377,128 |
0.35 |
| 4. |
428 |
58,718 |
0.05 |
435,846 |
0.41 |
| 5. |
429 |
71,403.604 |
66.41 |
71,839,450 |
66.82 |
| 6. |
9999 |
35,678,172 |
33.18 |
107,517,622 |
100.00 |
|
TOTAL |
107,517,622 |
100.00 |
|
|
The Basis of Allotment was finalized in consultation with the Designated Stock
Exchange, being the BSE on November 7,2016.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price
or at the Offer Price of Rs 429 per Equity Share, was finalized in conaultation with
the BSE This category has been subscribed to the extent of 5.7463 times. The total number
of Equity Shares Allotted in Retail Portion is 6,726,874 Equity Shares (includes under
subscribed portion of 4,302 Equty Shares spilled over from Employee Reservation Portion)
to 197,849 successful Retail individual Bidder, The category-wise details of the Basis of
Allotment are as under:
SI.
No. |
Category |
No. of
Applications
Received |
% of
Total |
Total No. of
Equity Shares
Applied |
% to
Total |
No. of Equity
Shares Allotted
per Bidder |
Ratio |
Total No. of
Equity Shares
Allotted |
| 1 |
34 |
882,406 |
93.60 |
30,001,804 |
77.61 |
34 |
17:81 |
6,296,256 |
| 2 |
68 |
29,057 |
3.08 |
1,975,876 |
5.11 |
34 |
17:81 |
207,332 |
| 3 |
102 |
10,663 |
1.13 |
1,087,626 |
2.81 |
34 |
17:81 |
76,092 |
| 4 |
136 |
4,280 |
0.45 |
582,080 |
1.51 |
34 |
17:81 |
30,532 |
| 5 |
170 |
3.511 |
0.37 |
596,870 |
1.54 |
34 |
17:81 |
25,058 |
| 6 |
204 |
2,301 |
0.24 |
469,404 |
1.21 |
34 |
17:81 |
16,422 |
| 7 |
238 |
1,831 |
0.19 |
435,778 |
1.13 |
34 |
17:81 |
13,056 |
| 8 |
272 |
604 |
0.06 |
164.288 |
0.43 |
34 |
17:81 |
4,318 |
| 9 |
306 |
367 |
0.04 |
112,302 |
0.29 |
34 |
17:81 |
2,618 |
| 10 |
340 |
1,586 |
0.17 |
539,240 |
l.40 |
34 |
17:81 |
11,322 |
| 11 |
374 |
230 |
0.02 |
86,020 |
0.22 |
34 |
17:81 |
1,632 |
| 12 |
408 |
412 |
0.04 |
168,096 |
0.43 |
34 |
17:81 |
2,924 |
| 13 |
442 |
5,510 |
0.58 |
2,435,420 |
6.30 |
34 |
17:81 |
30,304 |
| 12. 665 Allottees from Serial no 2 to 13 allotted 1(one)
additional share in the ratio of 8:12665 |
1 |
8:12665 |
8 |
|
TOTAL |
942,758 |
100.00 |
38,654,804 |
100.00 |
|
|
6,726,874 |
B. Allotment to Non-Institutional Bidders (after technical rejections)
The Basis of Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price
of Rs 429 per Equity Share, was finalised in consultation with the BSE. The
Non-lnstitutional Portion has been subscribed to the extent of 1.8261 times. The total
number of Equity Shares Allotted in this category is 2,882,946 Equity Shares (includes
under subserved portion of 1,844 Equity Shares spilled over from Employee Reservation
Portion) to 534 successful Non-Institutional Bidder. The category-wise details of the
Basis of Allotment are as under (Sample):
SI.
No |
Category |
No. of
Applications
Received |
% of
Total |
Total No. of
Equity Shares
Applied |
% to
Total |
No. of Equity
Shares Allotted
per Bidder |
Ratio |
Total No. of
Equity Shares
Allotted |
| 1 |
476 |
162 |
30.34 |
77,112 |
1.46 |
261 |
1:1 |
42,232 |
| 2 |
510 |
66 |
12.36 |
33.660 |
0.64 |
279 |
1:1 |
18.414 |
| 3 |
680 |
28 |
5.24 |
19,040 |
0.36 |
372 |
1:1 |
10.416 |
| 4 |
1,020 |
29 |
5.43 |
29.580 |
0.56 |
559 |
1:1 |
16,211 |
| 5 |
2,312 |
22 |
4.12 |
50,864 |
0.97 |
1,266 |
1:1 |
27,652 |
| 6 |
3,400 |
7 |
1.31 |
23,800 |
0.45 |
1,862 |
1:1 |
13,034 |
| 7 |
5,814 |
8 |
1.50 |
46,512 |
0.88 |
3,184 |
1:1 |
25,472 |
| 8 |
6,800 |
3 |
0.56 |
20,400 |
0.39 |
3,724 |
1:1 |
11,172 |
| 9 |
11,628 |
6 |
1.12 |
69,768 |
1.33 |
6,368 |
1:1 |
38,208 |
| 10 |
18,632 |
1 |
0.19 |
18,632 |
0.35 |
10,203 |
1:1 |
10,203 |
| 11 |
23,290 |
6 |
1.12 |
139,740 |
2.65 |
12,754 |
1:1 |
76,524 |
| 12 |
58,242 |
2 |
0.37 |
116,484 |
2.21 |
31,894 |
1:1 |
63,788 |
| 13 |
93,228 |
5 |
0.94 |
466,140 |
8.85 |
51,053 |
1:1 |
255,265 |
| 14 |
233,070 |
3 |
0.56 |
699,210 |
13.26 |
127,634 |
1:1 |
382,902 |
| 15 |
699,278 |
2 |
0.37 |
1,398,556 |
26.57 |
382,938 |
1:1 |
765,876 |
Allotment to Eligible Employees (after technical rejections)
The Basis of Allotment the Eligible Employees, who have Bid at the issue Price of Rs 429
per Equity Share (Employee Discount of Rs 42 per Equity Share to the Issue Price
has been offered to the Eligible Employees Bidding in the Employee Reservation Portion),
was finalized in consultation with the BSE. This Employee Reservation Portion has been
subscribed to the extent of 0.9016 times. The total number of Equity Shares Allotted in
this category is 112.710 Equity Shares to 469 successful Eligible Employees. The under
subscribed portion of 12,290 Equity Shares in the Employee Category has been spilled over
to QlBs, Non Institutions investors and Retail Individual Investors in the ratio of
50:15:35 i.e. 6,144 Equity Shares for QIBs, 1,844 Equity Shares for Non Institutional
Investors and 4.302 Equity Shares for Retail Individual Investors. The category-wise
delails of the Basis of Allotment are as under;
SI,
No, |
Category |
No. of
Applications
Received |
% of
Total |
Total No. of
Equity Shares
Applied |
% to
Total |
No. of Equity
Shares Allotted
per Bidder |
Ratio |
Total No. of
Equity Shares
Allotted |
| 1 |
34 |
128 |
27,29 |
4,352 |
3,86 |
34 |
1:1 |
4,352 |
| 2 |
68 |
83 |
17,70 |
5,644 |
5,01 |
68 |
1:1 |
5,644 |
| 3 |
102 |
48 |
10,23 |
4,896 |
4,34 |
102 |
1:1 |
4,896 |
| 4 |
136 |
26 |
5,54 |
3,536 |
3,14 |
136 |
1:1 |
3,536 |
| 5 |
170 |
18 |
3,84 |
3,060 |
2,71 |
170 |
1:1 |
3,060 |
| 6 |
204 |
25 |
5,33 |
5,100 |
4,52 |
204 |
1:1 |
5,100 |
| 7 |
238 |
8 |
1,71 |
1,904 |
1,69 |
238 |
1:1 |
1,904 |
| 8 |
272 |
15 |
3,20 |
4,080 |
3,62 |
272 |
1:1 |
4,080 |
| 9 |
306 |
7 |
1,49 |
2,142 |
1,90 |
306 |
1:1 |
2,142 |
| 10 |
340 |
11 |
2.35 |
3,740 |
3.32 |
340 |
1:1 |
3,740 |
| 11 |
374 |
5 |
1.07 |
1,870 |
1.66 |
374 |
1:1 |
1,870 |
| 12 |
408 |
8 |
1.71 |
3,264 |
2.90 |
408 |
1:1 |
3,264 |
| 13 |
442 |
4 |
0.85 |
1,768 |
1.57 |
442 |
1:1 |
1,768 |
| 14 |
476 |
5 |
1.07 |
2,380 |
2.11 |
476 |
1:1 |
2,380 |
| 15 |
510 |
20 |
4.26 |
10,200 |
9.05 |
510 |
1:1 |
10,200 |
| 16 |
544 |
6 |
1.28 |
3,264 |
2.90 |
544 |
1:1 |
3,264 |
| 17 |
578 |
2 |
0.43 |
1,156 |
1.03 |
578 |
1:1 |
1,156 |
| 18 |
612 |
3 |
0.64 |
1,836 |
1,63 |
612 |
1:1 |
1,836 |
| 19 |
646 |
3 |
0.64 |
1,936 |
1,72 |
646 |
1:1 |
1,938 |
| 20 |
680 |
3 |
0.64 |
2,040 |
1,81 |
680 |
1:1 |
2,040 |
| 21 |
714 |
3 |
0.64 |
2,142 |
1,90 |
714 |
1:1 |
2,142 |
| 22 |
748 |
1 |
0.21 |
748 |
0,66 |
748 |
1:1 |
748 |
| 23 |
782 |
3 |
0.64 |
2,346 |
2,08 |
782 |
1:1 |
2,346 |
| 24 |
816 |
2 |
0.43 |
1,632 |
1,45 |
816 |
1:1 |
1,632 |
| 25 |
884 |
1 |
0.21 |
884 |
0.78 |
884 |
1:1 |
884 |
| 26 |
918 |
1 |
0.21 |
918 |
0.81 |
918 |
1:1 |
918 |
| 27 |
986 |
1 |
0.21 |
986 |
0.87 |
986 |
1:1 |
986 |
| 28 |
1,020 |
3 |
0.64 |
3,060 |
2.71 |
1,020 |
1:1 |
3,060 |
| 29 |
1,054 |
1 |
0.21 |
1,054 |
0.94 |
1,054 |
1:1 |
1,054 |
| 30 |
1,088 |
1 |
0.21 |
1,088 |
0.97 |
1,088 |
1:1 |
1,088 |
| 31 |
1,156 |
4 |
0.85 |
4,624 |
4.10 |
1,156 |
1:1 |
4,624 |
| 32 |
1,224 |
3 |
0.64 |
3,672 |
3.26 |
1,224 |
1:1 |
3,672 |
| 33 |
1,258 |
17 |
3.62 |
21,386 |
18.97 |
1,258 |
1:1 |
21,386 |
|
|
469 |
100.00 |
112,710 |
100.00 |
|
|
112,710 |
C. Allotment to QIBs (after technical rejection)
The Basis of Allotment to QIBs, who have Bid at the Offer Price of Rs 429 per Equity
Share, has been done on a proportionate basis in consolation with the BSE. This category
has been subscribed to the extent of 15.5739 times of QlB Portion. As per the SEBI
Regulations. Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available
i.e. 192.382 Equity Shares (incldes under subscribed portion of 308 Equity Shares spilled
over from Employee Reservation Portion) and other QIBs and unsatisfied demand of Mutual
Funds were Allotted the remaining available Equ:ity Shares i.e. 3.655,231 Equity Shares
(includes under subscribed portion of 5.836 Equity Shares spilled over from Employee
Reservation Portion) on a proportionate basis. The total number of Equity Shares Allotted
in the QIB Portion is 3.847.613 Equity Shares (includes undersubscribed portion of 6,144
Equity Shares spillied over from Employee Reservation Portion), which were allotted to 72
successful QIB Bidders. The category-wise details of the Basis of Allotment are as under.
| Category |
Fls/Banks |
MPs |
ICs |
VCs |
AIF |
FII/FPC |
0thers |
Total |
| QIBs |
711,801 |
832,721 |
435,060 |
- |
214,006 |
1,654,025 |
- |
3,847,613 |
D. Allotment to Anchor Investors
The Company and the Selling Shareholders, in consultation with the BRLMs, have
allocated 5,762,203 Equity Shares to 15 Anchor Inveskro (applied through 19 Applications)
at the Anchor Irvestor Offer Price Of Rs 429 per Equity Share in
accordance with the SEBI Regulations. This represents 60% of the QIB Portion.
| Category |
FIs/Banks |
MFs |
ICs |
VCs |
AIF |
FII/FPC |
Others |
Total |
| Anchor Investors |
- |
2,657,202 |
233,104 |
- |
349,622 |
2,522,275 |
- |
5,762,203 |
The IPO Committee of the Company on November 8, 2017 has taken on record the Basis of
Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE Limited
and has allotted the Equity Shares to various successful Bidders. The Allotment
Advice-cum-Intimations 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 November
8,2017 and payment to non-Syndicate brokers have been issued on November 8, 2017. In case
the Investors' funds are not unblocked within ten days, investors may contact the
Registrar to the Offer at the address given below. The Equity Shares Allotted to the
successful Allottees have been uploaded on November 8,2017 for credit into the
respective beneficiary accounts subject to validation of the account details with the
depositories concerned. The Company has filed the Listing application with BSE and NSE on
November 8. 2017. The Company has received listing and trading approval from BSE and NSE
and the trading will commence on November 10.2017.
All capitalised terms used and not specifically defined herein shall have the same meaning
as ascribed to them in the Prospectus.
INVESTORS PLEASE MOTE
The details of the allotment made has been hosted on the website of the Registrar to the
Offer,
Link Intime India Private Limited
at www.linkintime.co.in
All future correspondence in the regard may kindy 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 Equit:y Shares applied for, the name and address of the Designated
Internediary 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 given
below:
Link Intime India Private Limited
C,101, 1 St floor, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195
E-mail: mahindralogistics.ipo@linkintime.co.in
Investor grievance e-mail: mahindralogistics.ipo@linkintime.co.in
Website: www.linkintime.co.in;
Contact Person: Shanti Gopalkrishnan
SEBl Registration No,: INR000004058
Place: Mumbai
Date: November 9, 2017 |
For MAHINDRA LOGISTICS LIMITED
On behalf of the Board of Directors
Sd/-
Chief Financial Officer and Compliance Officer |
|
Zerodha (Trading Account)
RHP
