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(Registered in the Republic of India as a contributory. determinate and irrevocable trust on November 18, 2019 at Mumbai under the Indian Trusts Act. 1882 and as a real estate investment trust on December 10, 2019 at Mumbai under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations. 2014, having registration number IN/REIT/19-20/0003).
Principal Place of Business: Raheja Tower, Level 8. Block 'G', C-30, Bandra Kurla Complex, Mumbai - 400 051; Tel: +91 2656 4000; Fax: +91 22 2656 4747; Compliance Officer: Vishal Kumar; E-mail: reitcompliance@mindspacereit.com; Website: www.mindspacereit.com
| TRUSTEE | SPONSORS | MANAGER | |
| Axis Trustee Services Limited | Cape Trading LLP | Anbeo Construction LLP | K. Rohoja Corp Investment Managers LLP |
| BASIS OF ALLOTMENT |
The Units of Mindspace Business Parks REIT are proposed to be listed on BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') and the trading will commence on August 7, 2020.
Initial offer of 16,36,36,200 Units of Mindspace Business Parks REIT ('Mindspace REIT') for cash at a price of Rs. 275 per Unit aggregating up to Rs. 45,000 million consisting of a fresh issuance of up to 3,63,63,600 Units by Mindspace REIT aggregating up to Rs. 10,000 million ('Fresh Issue') and an offer for sale of up to 12,72,72,600 Units by the Selling Unit holders aggregating up to Rs. 35,000 million ('Offer for Sale' and together with the Fresh Issue, the 'Offer'). The Offer is being undertaken in reliance upon Regulation 14(1) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended ('REIT Regulations').
Any discrepancies with respect to Offer information in terms of amount stated, is due to applicable rounding off.
The Offer constitutes 27.6% of the issued and paid-up Units on a post-Offer basis in accordance with Regulation 14(2A) of the REIT Regulations.
| OFFER PRICE: Rs. 275 PER UNIT |
| ANCHOR INVESTOR OFFER PRICE: Rs. 275 PER UNIT |
| STRATEGIC INVESTOR OFFER PRICE: Rs. 275 PER UNIT |
Risks to Investors:
| 1. | Mindspace REIT may not be able to make distributions to the Unit holders in the manner described in the Final Offer Document or at all, and the quantum of distributions may decrease. |
| 2. | Mindspace REIT has no operating history and may not be able to operate business successfully, achieve business objectives or generate sufficient cash flows to make or sustain distributions. Further, the Condensed Combined Financial Statements prepared for the Offer may not accurately reflect future financial position, results of operation and cash flows. |
| 3. | The COVID-19 pandemic adversely affects Mindspace REIT's business, financial condition, results of operations, cash flows, liquidity and performance, and it may reduce the demand for commercial real estate in future. |
Credit Rating: Mindspace REIT has been assigned a corporate credit rating of Provisional CCR AAA/Stable' by CRISIL Limited and 'Provisional [ICRA] AAA (Stable)' by ICRA Limited.
| BID/OFFER PROGRAM |
| BID/OFFER OPENED ON MONDAY, 27 JULY, 2020* |
| BID/OFFER CLOSED ON WEDNESDAY, 29 JULY, 2020 |
| *The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date, i.e., July 24, 2020. |
This Offer was made through the Book Building Process and in compliance with the REIT Regulations and the SEBI Guidelines, wherein not more than 75% of the Offer (excluding the Strategic Investor Portion) was available for allocation on a proportionate base to Institutional Investors. The Manager and the Selling Unit holders have, in consultation with the Lead Managers have allocated less than 60% of the Institutional Investor Portion to Anchor Investors on a discretionary basis in accordance with the REIT Regulations and the SEBI Guidelines Further, not less than 25% of the Offer (excluding the Strategic Investor Portion) was available for allocation on a proportionate basis to Non- Institutional Investors, in accordance with the REIT Regulations and the SEBI Guidelines, subject to valid Bids being received at or above the Offer Price The Offer also includes participation by Strategic Investors in accordance with the SEBI Guidelines. For details, see 'Offer Information' on page 343 of the Final Offer Document.
The Offer received 50,157 applications for 97,10,09,800 Units (prior to technical rejections) resulting in 5.93 times subscription The details of the applications received in the Offer from various categories are as under (before technical rejections):
| Sr. No. | Category | No. of Applications | No. of Units | No. of times Subscribed | Amount (in Rs.) | Units Reserved |
| A | Non-institutional Investors | 49,989 | 48,03,41,400 | 15.66 | 1,32,09,67,18,350.00 | 3,06,81,800 |
| B | Institutional Investors (Excluding Anchor & Strategic Investors) | 92 | 39,15,70,600 | 10.64 | 1,07,68,19,15,000.00 | 3,68,18,200 |
| C | Strategic Investors | 22 | 4,09,09,000 | 1.00 | 11,24,99,75,000 00 | 4,09,09,000 |
| D | Anchor Investors | 54 | 5,81,88,800 | 1.05 | 16,00,19,20,000 00 | 5,52,2,200 |
| Total | 50,157 | 97,10,09,800 | 5.93 | 2,67,03,05,28,350.00 | 16,36,36,200 |
Final Demand
A summary of the final demand as per the NSE and the BSE as on the Bid/Offer Closing Date at different Bid prices is as under:
| Sr. No. | Bid price | Bids quantity | (%) to Total | Cumulative Total | % Cumulative Total |
| 1 | 274 | 8,33,000 | 0.09 | 8,33,000 | 0.09 |
| 2 | 275 | 87,89,92,200 | 99.91 | 87,98,25,200 | 100.00 |
| TOTAL | 87,98,25,200 | 100.00 |
A. Allotment to the Non-institutional Investors (after technical rejections)
The Boss of Allotment to the Non-Institutional Investors, who have bid at the Offer- Price of Rs. 275 per Unit or above, wars finalized in constitution with the NSE The Non-institutional Portion has been subscribed to the extent of 15.53976 times The total number of Units Allotted h this category is 3,06,81,800 Units to 8,611 successful Non institutional Investors The category-wise details of the Basis of Allotment areas under (Sample)
| Category | No. of Applications Received | %of Total | Total No. of Units applied | %to Total | No. of Units allotted per applicant | Ratio | Total No. of Units allotted |
| 200 | 32,190 | 67.58 | 64,38,000 | 1.35 | 200 | 24:373 | 4,14,200 |
| 400 | 4,408 | 9.25 | 17,63,200 | 0.37 | 200 | 9:70 | 1,13,400 |
| 600 | 3,463 | 7.27 | 20,77,800 | 0.44 | 200 | 17:88 | 1,33,800 |
| 3,200 | 30 | 0.06 | 96,000 | 0.02 | 200 | 1:1 | 6,000 |
| 200 | 1:30 | 200 | |||||
| 3,400 | 31 | 0.07 | 1,05,400 | 0.02 | 200 | 1:1 | 6,200 |
| 200 | 3:31 | 600 | |||||
| 3,600 | 303 | 0.64 | 10,90,800 | 0.23 | 200 | 60,600 | |
| 200 | 16:101 | 9,600 | |||||
| 20,90,800 | 1 | 0.00 | 20,90,800 | 0.44 | 1,34,600 | 1:1 | 1,34,600 |
| 24,36,200 | 1 | 0.00 | 24,36,200 | 0.51 | 1,56,800 | 1:1 | 1,56,800 |
| 25,45,400 | 1 | 0.00 | 25,45,400 | 0.53 | 1,63,800 | 1:1 | 1,63,800 |
| 27,27,200 | 5 | 0.01 | 1,36,36,000 | 2.86 | 1,75,400 | 1:1 | 8,77,000 |
| 200 | 2:5 | 400 | |||||
| 28,00,000 | 2 | 0.00 | 56,00,000 | 1.17 | 1,80,200 | 1:1 | 3,60,400 |
| 29,09,000 | 1 | 0.00 | 29,09,000 | 0.61 | 1,87,200 | 1:1 | 1,87,200 |
| 32,70,000 | 1 | 0.00 | 32,70,000 | 0.69 | 2,10,400 | 1:1 | 2,10,400 |
| 36,36,200 | 6 | 0.01 | 2,18,17,200 | 4.58 | 2,34,000 | 1:1 | 14,04,000 |
| 40,00,000 | 1 | 0.00 | 40,00,000 | 0.84 | 2,57,400 | 1:1 | 2,57,400 |
| 41,81,800 | 1 | 0.00 | 41,81,800 | 0.88 | 2,69,200 | 1:1 | 2,69,200 |
| 45,45,600 | 1 | 0.00 | 45,45,600 | 0.95 | 2,92,600 | 1:1 | 2,92,600 |
| 50,54,400 | 1 | 0.00 | 50,54,400 | 1.06 | 3,25,200 | 1:1 | 3,25,200 |
| 54,54,400 | 2 | 0.00 | 1,09,08,800 | 2.29 | 3,51,000 | 1:1 | 7,02,000 |
| 72,72,600 | 3 | 0.01 | 2,18,17,800 | 4.58 | 4,68,000 | 1:1 | 14,04,000 |
| 92,36,200 | 1 | 0.00 | 92,36,200 | 1.94 | 5,94,400 | 1:1 | 5,94,400 |
| 1,81,81,800 | 1 | 0.00 | 1,81,81,800 | 3.81 | 11,70,000 | 1:1 | 11,70,000 |
| 2,54,54,600 | 1 | 0.00 | 2,54,54,600 | 5.34 | 16,38,000 | 1:1 | 16,38,000 |
| TOTAL | 47,631 | 100.00 | 47,67,87,800 | 100.00 | 3,06,81,800 |
B. Allotment to Institutional Investors (excluding Strategic & Anchor Investors) (After technical rejections)
The Basis of Allotment to the Institutional Investors, who have bid at the Offer Price of Rs. 275 per Unit or above, was finalized in consultation with the NSE The Institutional Portion has been subscribed to the extent of 10.63525 times. The total number of Units Allotted in this category is 3,68,18,200 Units to 92 successful Institutional Investors The category-wise details of the Basis of Allotment are as under: (Sample)
| Category | No. of Applications Received | % of Total | Total No. of Units applied | % of Total | No. of Units allotted per applicant | Ratio | Total No. of Units allotted |
| 6,400 | 1 | 1.09 | 6,400 | 0.00 | 600 | 1:1 | 600 |
| 24,400 | 2 | 2.17 | 48,800 | 0.01 | 2,200 | 1:1 | 4,400 |
| 200 | 1:2 | 200 | |||||
| 26,600 | 1 | 1.09 | 26,600 | 0.01 | 2,600 | 1:1 | 2,600 |
| 40,000 | 1 | 1.09 | 40,000 | 0.01 | 3,800 | 1:1 | 3,800 |
| 3,64,000 | 1 | 1.09 | 3,64,000 | 0 09 | 34,200 | 1:1 | 34,200 |
| 4,55,600 | 1 | 1.09 | 4,55,600 | 0.12 | 42,800 | 1:1 | 42,800 |
| 4,94,200 | 1 | 1.09 | 4,94,200 | 0.13 | 46,400 | 1:1 | 46,400 |
| 44,00,000 | 1 | 1.09 | 44,00,000 | 1.12 | 4,13,800 | 1:1 | 4,13,800 |
| 44,10,400 | 1 | 1.09 | 44,10,400 | 1.13 | 4,14,600 | 1:1 | 4,14,600 |
| 44,36,200 | 1 | 1.09 | 44,36,200 | 1.13 | 4,17,200 | 1:1 | 4,17,200 |
| 44,39,000 | 1 | 1.09 | 44,39,000 | 1.13 | 4,17,400 | 1:1 | 4,17,400 |
| 44,54,400 | 1 | 1.09 | 44,54,400 | 1.14 | 4,18,800 | 1:1 | 4,18,800 |
| 49,09,000 | 1 | 1.09 | 49,09,000 | 1.25 | 4,61,600 | 1:1 | 4,61,600 |
| 54,54,400 | 2 | 2.17 | 1,09,08,800 | 2.79 | 5,12,800 | 1:1 | 10,25,600 |
| 55,00,000 | 1 | 1.09 | 55,00,000 | 1.40 | 5,17,200 | 1:1 | 5,17,200 |
| 64,06,800 | 1 | 1.09 | 64,06,800 | 1.64 | 6,02,400 | 1:1 | 6,02,400 |
| 68,00,000 | 1 | 1.09 | 68,00,000 | 1.74 | 6,39,400 | 1:1 | 6,39,400 |
| 72,50,200 | 1 | 1.09 | 72,50,200 | 1.85 | 6,81,800 | 1:1 | 6,81,800 |
| 72,72,600 | 1 | 1.09 | 72,72,600 | 1.86 | 6,83,800 | 1:1 | 6,83,800 |
| 77,99,000 | 1 | 1.09 | 77,99000 | 1.99 | 7,33,400 | 1:1 | 7,33,400 |
| 1,08,80,000 | 1 | 1.09 | 1,08,80,000 | 2.78 | 10,23,000 | 1:1 | 10,23,000 |
| 1,22,40,000 | 1 | 1.09 | 1,22,40,000 | 3.13 | 11,50,800 | 1:1 | 11,50,800 |
| 1,27,27,200 | 1 | 1.09 | 1,27,27,200 | 3.25 | 11,96,800 | 1:1 | 11,96,800 |
| 1,45,45,400 | 2 | 2.17 | 2,90,90,800 | 7.43 | 13,67,600 | 1:1 | 27,35,200 |
| 1,63,20,000 | 1 | 1.09 | 1,63,20,000 | 4.17 | 15,34,600 | 1:1 | 15,34,600 |
| 1,90,27,200 | 1 | 1.09 | 1,90,27,200 | 4.86 | 17,89,000 | 1:1 | 17,89,000 |
| 2,18,18,000 | 1 | 1.09 | 2,18,18,000 | 5.57 | 20,51,400 | 1:1 | 20,51,400 |
| 2,39,47,200 | 1 | 1.09 | 2,39,47,200 | 6.12 | 22,51,600 | 1:1 | 22,51,600 |
| 2,40,33,800 | 1 | 1.09 | 2,40,33,800 | 6.14 | 22,59,800 | 1:1 | 22,59,800 |
| 5,52,60,000 | 1 | 1.09 | 5,52,60,000 | 14.11 | 51,96,000 | 1:1 | 51,96,000 |
| TOTAL | 92 | 100.00 | 39,15,70,600 | 100.00 | 3,68,18,200 |
C. Allotment to Strategic Investors
The Mindspace Business Parks REIT and the Selling Unit holders in consultation with the Lead Managers, has allotted 4,09,09,000 Units to 22 Strategic Investors at the Strategic Investor Offer Price of Rs. 275 per Unit
| Category | FPI | Total |
| Strategic Investors | 4,09,09,000 | 4,09,09,000 |
D. Allotment to Anchor Investors (after Technical Rejections)
The Mindspace Business Parks REIT, at the discretion of the Manager and the Selling Unit holders and the Selling Unit holders in consultation with the Lead Managers, has allotted 5,52,27,200 Units to 54 Anchor Investors at the Anchor Investor Offer Price of Rs. 275 per Unit in accordance with the SEBI Regulations. This represents less than 60%of the Institutional Investor Portion.
| Category | AIF | ICs | FPIs | MFs | Total |
| Anchor Investors | 27,20,800 | 51,88,000 | 4,41,81,600 | 31,36,800 | 5,52,27,200 |
The Governing Board of the Manager at its committee meeting held on August 4, 2020, has noted the Basis of Allotment of the Units approved by the Designated Stock Exchange, being NSE and allotted the units to various successful applicants
The Allotment Advice-cum-Refund Intimation anchor notices has been dispatched on August 5, 2020 to the address of the investors as registered with the depositories Further, the instructions to the Self Certified Syndicate Banks have been dispatched on August 4, 2020. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below The Refund Orders have been over-printed with the bank account details as registered, if any. with the depositories The Units Allotted to the successful Allottees have been credited on August 4, 2020 to their beneficiary accounts subject to validation of the account details with the depositories concerned The Manager has obtained listing and trading approvals dated August 6, 2020 from the BSE and the NSE The Units will commence trading on August 7, 2020
All capitalized terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Final Offer Document dated August 3, 2020.
INVESTORS PLEASE NOTE
The details of the Allotment made will be hosted on the website of the Registrar to the Officer, KFin Technologies Private Limited at www.karvyfintech.com
All future correspondence in this regard may kindly by 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 Units 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 given below:
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| KFin Technologies Private Limited |
| (formerly known as. Karvy Fintech Private Limited and KCPL Advisory Services Private Limited); |
| Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad 500 032, Telangana, India |
| Tel: +91 40 6716 2222; Fax: +91 40 2343 1551 |
| E-mail: kraheja.reit@kfintech.com; Investor Grievance e-mail: einward.ris@kfintech.com |
| Website: www.karvyfintech.com; Contact Person: M. MuraliKrishna |
| SEBI Registration No.: INR000000221 |
| On behalf of Mindspace Business Parks REIT | |
| Place: Mumbai | Sd/- |
| Date: August 6, 2020 | Compliance Officer |
The Level of subscription should not be taken to be indicative of either the market price of the Units or listing or the business prospects of Mindspace Business Parks REIT.
Mindepace Business Perks REIT, acting through its Manager, is proposing subject to receipt of requisite approvals, market conditions and other considerations, to make an initial offer of its Units representing an undivided beneficial interest in Mindspace REIT, and has filled the Final Offer Document with SEBI and the Stock Exchanges. The Final Offer Document is available on the website of SEBI at www.sebi.gov.in, BSE at www.bseindia.com, NSE at www.nseindia.com as well as on websites of the Book Running Lead Managers at www.morganstanley.com, www.axiscapital.co.in, www.mk-india.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen.htm, www.jmfl.com, www.investmentbank.kotak.com, www.india.clss.com, www.nomuraholdings.com/company/group/asia/india/index.html, www.ubs.com/indianoffers, www.ambit.co, www.hdfcbank.com, www.idfc.com/capital/index.htm and www.icicisecurities.com. Investors should note that investment in the Units involves a degree of risk, and for details relating to the same, should refer to the section 'Risk Factors' of the Final Offer Document
This announcement has been prepared for publication in India and may not be released in the United States. This announcement is not an offer to sell, nor a solicitation of any offer to buy, securities of Mindspace REIT in the United States. The Units have not been and wilt not be registered under the U.S. Securities Act, as amended (the 'U.S. Securities or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Units are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation Rs. under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occurs and (ii) to 'qualified institutions buyers' (as defined in Rule 144A under the U.S. Securities Act), pursuant to section 4(a) of the U.S. Securities Act or another available exemption from the registration requirements of the U.S. Securities Act.
The IPO allocation is based on the subscription level and the investor category.
Refer to IPO allotment rules and methods for more details.
See the basis of allotment document above to know how the shares are allocated in Mindspace REIT .
The Mindspace REIT basis of allotment (published above) tells you how shares are allocated to you in Mindspace REIT and category wise demand of IPO share.
Visit the Mindspace REIT allotment status page to check the number of shares allocated to your application.
In Mindspace REIT allotment process, the registrar separates valid and invalid applications. The invalid applications with technical errors are rejected and only valid applications at or above the cut-off price are considered for allotment.
For more information, please refer to IPO Allotment Process and Basis of Allotment.
Check the Mindspace REIT basis of allotment document to know how the shares are allocated in Mindspace REIT.
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