Newgen Software IPO Basis of Allotment

NEWGEN SOFTWARE TECHNOLOGIES LIMITED

Our Company was incorporated as 'Newgen Software Technologies Private Limited' on June 5,1992. as a private limited company under the Companies Act. 1956 ('Companies Act 1956'). at New Delhi, with a certificate of incorporation granted by the Registrar of Companies. National Capital Territory of Delhi and Haryana at New Delhi ('RoC'). Our Company became a deemed public Limited company in terms of Seclion 43(A) of the Companies Act 1956 with effect from July 1,1997 Subsequently, pursuant to a resolution dated June 7, 2000 of our shareholders, our name was changed to 'Newgen Software Technologies Limited and our Company was converted to a public limited company with effect from June 13,2000. for details of changes in name and registered office of our Company, see 'History and Certain Corporate Matters' on page 148 of the Prospectus dated January 19, 2018 ('Prospectus').

Registered and Corporate Office; A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi 110 067, India;
Tel: +91 11 4077 0100, 2696 3571, 2696 4733; Fax: +91 11 2685 6936. Corporate Identity Number; U72200DL1992PLC049074;
Contact Person: Aman Mourya, Company Secretary and compliance officer. Tel: +91 11 2681 5472; E-mail: investors@newgensoft.com; Website: www.newgensoft.com

OUR PROMOTERS: DIWAKAR NIGAM AND T.S. VARADARAJAN

Our Company has filed the Prospectus dated January 19, 2018 with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi 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 January 29, 2018.

BASIS OF ALLOTMENT

INITIAL PUBLIC OFFERING OF UP TO 17,331,483 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE 'EQUITY SHARES') OF NEWGEN SOFTWARE TECHNOLOGIES LIMITED ('OUR COMPANY' OR 'THE COMPANY' OR 'THE ISSUER') FOR CASH AT A PRICE OF RS 245 PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF RS 235 PER EQUITY SHARE) (THE 'OFFER PRICE') AGGREGATING UP TO RS 4,246.21 MILLION (THE 'OFFER') COMPRISING A FRESH ISSUE OF 3,877,551 EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO RS 950.00 MILLION AND AN OFFER FOR SALE OF UP TO 13,453,932 EQUITY SHARES AGGREGATING TO RS 3,296.21 MILLION BY THE SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER). ('OFFER FOR SALE'). THE OFFER SHALL CONSTITUTE 25.03% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE FACE VALUE OF EQUITY SHARES IS RS 10 EACH.
THE ANCHOR INVESTOR OFFER PRICE IS RS 245 PER EQUITY SHARE
THE OFFER PRICE IS RS 245 PER EQUITY SHARE, WHICH IS 24.5 TIMES THE FACE VALUE OF THE EQUITY SHARE

Risks to Investors:

1 The two Global Co-ondinators and Book Running Lead Managers and one Book Running Lead Manager associated with the Offer have handled 36 public Issues in the past three financial years out of which 11 public issues closed below the issue price on listing date.

2. The Price/Earnings ratio based on diluted Earnings Per Share [EPS) as per our Restated Consolidated Financial Statements for the Financial Year 2017, at the upper end of the Price Band, Is as high as 23.27, as compared to the Nifty 50 Index Price/Earnings ratio of 26.99 (as on January 5, 2018).

3. The average cost of acquisition per Equity Share for our Promoters, Mr. Diwakar Nigam and Mr T.S. Varadarajan is Rs 102 and Rs 0.76 respectively. The average cost of acquisition per Equity Share for the Selling Shareholders, i.e Unit Trust of India Investment Advisory Services Limited a/c Ascent India Fund III (''Ascent Capital'), IDG Ventures India Fund II LLC ('IDGVl'), SAP V (Mauritius) ('SAP V') and Vistra ITCL (India) Limited (formerly known as IL&FS Trust Company Limited) an behalf of Pandara Trust Scheme 1, a schema of Pandara Trust (managed by Nishaavritra Investment Manager LLP) ('Pandara Trust') (Ascent Capital, IDGVl, SAP V and Pandara Trust are collectively referred to as the 'Selling Shareholders') is Rs 91.62, Rs 92.04, Rs 49.27 and Rs 90.14 respectively, and the Offer Price at the upper end of the Price Band is Rs 245.

4. The basic Earnings Per Share (EPS) and the diluted EPS as per our Restated Consolidated Financial Statements for the half year ended September 30, 2017 was Rs 0.99 (not annualized) and Rs 0.96 (not annualized), as compared to ths basic EPS and the diluted EPS of  Rs 10.56 and Rs 10.53 respectively for the financial year ended March 31, 2017.

BID/OFFER PROGRAMME;
BID/OFFER OPENED ON JANUARY 16, 2018 | BID/OFFER CLOSED ON JANUARY 18, 2018
ANCHOR INVESTOR BIDDING DATE; JANUARY 15, 2018

In terms of Rule 19(2)(b)of the Securities Contracts (Regulation) Rules, 1957. as amended (the 'SCRR'), read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009, as amended ('SEBI ICDR Regulations') the Offer has been made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations, wherein not more than 50% of the offer was available for allocation be Qualified Institutional Buyers ('QIBs') (the 'QIB Category'), of which our Company has, in consultation with the GCBRLMs and the BRLM, allocated 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the 'Anchor lnvestor portion'), of which one-third was reserved for domestic Mutual funds , subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors ('Anchor Investor Allocation price'), Further. 5% of the QIB Category (excluding the Anchor Investor Portion} was available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids beng received at or above the Offer Price, and the remainder of the QIB Category was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation on a proportionate basis to Non_Institutional Investors ('Non-Institutional category') and not less than 35% of the offer was available for allocation to Retail Individual Investors ('Retail category'), in accordence with the SEBI ICDR Regulations, subject to valid bids being received at or above the offer price. All Investors (except Anchor Investors) were required to mandatorily participate in the Offer only through, the Application Supported by Blocked Amount ('ASBA') process- and provide details of their respective bank acccount in which the Bid Amount were blocked by the Self Certified Syndicate Banks ('SCSBs'). Anchor Investors were not permitted to participate in the Achor Investor portion through the ASBA process. For details, see 'Offer Procedure' on page 368.

The bidding for Achor Investor apened and closed on January 15, 2018. The Company received 12 applications from 9 anchor investors for 5,607,669 shares. The Anchor Investor Allocation price was finalized at 245 per Equity Share. A total of 5,199,444 shares were allocated under the Anchor investor Portion aggregating to Rs 1,27,38,63,780. The Offer (excluding: Anchor Investors) received 451,590 applications for 99,137.139 Equiiy Shares (prior to technical rejections) resulting in 8.17 times subscription. The details of the applications received in the Offer from various categories are as under (prior to technical rejections):

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

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on January 23, 2018.

A. Allotment to Retail Individual Investors (After Technical Rejections)

The Basis of Allotment to the Retails Individual Investors, who have Bid at cut- off or the Offer Price of  Rs.245 per Equiiy Share was finalized in consultation with BSE. The category has been subscribed to the extent of 4.93 times. The total number of Equity Shares Allotted in this category is 6,066,020 Equity Shares to 99,442 successful applicants. The category wise-details of the Basis of Allotment are as under

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

The Basis of Allotmenl to the Non-Institutional Investors, who have bid at the offer price of Rs 245 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 5.38 times. The total number of Equity Shares Allotted in this category is 13,980,468 Equity Shares to 293 successful applicanls.

The category-wise details of the Basis of Allotmentare as under

C. Allotment to QIBs (After Technical Rejections)

The Basis of Allotment to QlBs who have Bid at the Oder Price of Rs 245 per Equity Share has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 15.80 times of the QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were allocated 173,315 of the Equity Shares of QIB Category, and other QIBs. including Mutual Funds, were allocated the remaining available 3,292,981 (including spilled over) on proportionate basis. The total number of Equity Shares allotted in the QIB category is 3,466,296 Equity Shares, which were allotted to 18 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 GCBRLMs and BRLMs has allocated 51,99,444 Equity Shares to 9 Anchor Investors who have applied through 12 applications at the Anchor investor Offer Price of Rs 245 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Category.

The IPO Committee of the Company at its meeting held on January 24,2018, has noted the Basis of Allotment of the Equity Shares approved by the Designated Stock Exchange, being BSE and Allotted the Equity Shares to various successful Bidders. The Allotment Advice-cum-Refund Intimations are being dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs for unblocking of funds and transfer to the Public Offer Account, as applicable have been issued on January 24,2018. The Equity Shares Allotted to the successful Applicants have been credited on January 24,2018 to their beneficiary accounts subject to validation of the account details with the depositors concerned In case the unblocking of funds or credit of shares is not received within ten days, investors may contact the Registrar to the offer at the address given below.

Names of the signatories lo the Memorandum of Association of our Company and the number of Equity Shares subscribed by them; Given below are the names of the signatories of the Memorandum of Association of our Company and the number of Equity Shares subscribed by them at the time of signing of the Memorandum of Association of our Company- 100 Equity Shares of Rs 10 Each by T.S. Varadarajan and Usha Varadarajan.

DISCL AIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD Of INDIA ('SEBI'): SEBI only gives its observations on the offer documents and this does not constitute approval of either the Offer or the specified securities or the offer document Investors are advised to refer to page 344 of the Prospectus for the full text of the disclaimer clause of SEBI.

DISCLAIMER CLAUSE OF THE BSE (The Designated Stock Exchange): 'It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the RHP has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the RHP'. The investors are advised to refer to page 345 of the Prospectus for the full text of the disclaimer clause of the BSE.

DISCLAIMER CLAUSE OF THE NSE: 'It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE. nor does it certify the correctness or completeness of any of the contents of the Offer Document' The investors are advised to refer to page 355 of the Prospedus for the full text of the disclaimer clause of the NSE.

Note: All capitalised terms used and not defined herein shall have the respective meanings assigned to them in prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer Karvy Compulershare 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 and 32, Gachibowli Financial District Nanakramguda Hyderabad 500 032 Telangana, India
Tel +91 40 6716 2222: Fax: +91 40 2343 1551; Email: einward.ris@karvy.com; Investor Grievance e-mail: newgen.ipo@karvy.com
Website: www.karisma.karvy.com: Contact Person: M. Murali Krishna: SEBI Registration No.: INR000000221