Reliance Nippon Life IPO Basis of Allotment

RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED

(FORMERLY, RELIANCE CAPITAL ASSET MANAGEMENT LIMITED)

Our Company was incorporated as 'Reliance Capital Asset Management Limited', a public limited company under the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli on February 24,1995 at Ahmedabad. Our Company obtained a certificate for commencement of business on March 20,1995. The name of our Company was changed to its present name and a fresh certificate of incorporation was issued by the Registrar of Companies, Mumbai ('RoC') on May 5,2016 at Mumbai. For details of changes in the name and registered office address of our Company, see 'History and Certain Corporate Matters' on page 194 of the Prospectus dated October 30,2017 filed with the RoC ('Prospectus').

Registered and Corporate Office: Reliance Centre, 7th Floor, South Wing, Off Western Express Highway, Santacruz (East), Mumbai 400 055, Maharashtra, India; Contact Person: Deepak Mukhija, Company Secretary and Compliance Officer for the Offer; Tel: + 91 22 33031000; Fax: +91 22 3303 7662; E-mail: deepak.mukhija@relianceada.com; Website: www.reliancemutual.com; Corporate Identity Number: U65910MH1995PLC220793

PROMOTERS OF OUR COMPANY: RELIANCE CAPITAL LIMITED AND NIPPON LIFE INSURANCE COMPANY

BASIS OF ALLOTMENT

Our Company has filed the Prospectus with the Registrar of Companies, Mumbai on October 30,2017 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 6,2017.

INITIAL PUBLIC OFFERING OF 61,200,000 EQUITY SHARES OF FACE VALUE OF RS 10 ('EQUITY SHARES') OF RELIANCE NIPPON LIFE ASSET MANAGEMENT LIMITED (OUR 'COMPANY' OR THE 'ISSUER') FOR CASH AT A PRICE OF RS. 252 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS 242 PER EQUITY SHARE (THE 'OFFER PRICE'), AGGREGATING TO RS 15,422.40 MILLION (THE 'OFFER') COMPRISING A FRESH ISSUE OF 24,480,000 EQUITY SHARES BY OUR COMPANY AGGREGATING TO RS 6,168.96 MILLION (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 36,720,000 EQUITY SHARES AGGREGATING TO RS 9,253.44 MILLION BY THE PROMOTER SELLING SHAREHOLDERS (DEFINED HEREINAFTER). THE OFFER CONSTITUTES 10.00 % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE ANCHOR INVESTOR OFFER PRICE IS RS 252 PER EQUITY SHARE.

THE OFFER PRICE: RS 252 PER EQUITY SHARE
ANCHOR INVESTOR OFFER PRICE: RS 252 PER EQUITY SHARE
THE OFFER PRICE IS 25.2 TIMES OF THE FACE VALUE

Risks to Investors:

i. The Company intends to utilize Rs 1,650 million from the Net Proceeds of the Fresh Issue to undertake acquisitions for which targets have not been identified. For further details please refer to risk factor 14 on page 27 of the Prospectus.

ii. The eight Lead Managers associated with the Offer have collectively handled 51 public offers in the past three years, out of which 13 offers closed below the offer price on listing date.

iii.There are no comparable listed peers of the Company.

iv.The Price/Earnings ratio based on diluted EPS for Fiscal 2017 as per Restated Consolidated Financial Statements for the Company at the upper end of the Price Band is as high as 36.79, as compared to the Price/Earnings ratio of NIFTY 50 of 23.26 (as of March 31,2017).

v. The average cost of acquisition per Equity Share for Reliance Capital Limited and Nippon Life Insurance Company (Promoter Selling Shareholders in the Offer) is Rs 8.00 and Rs 115.00, respectively and the Offer Price at upper end of the Price Band is Rs 252 per Equity Share.

BID/OFFER PROGRAMME:
OPENED ON OCTOBER 25,20171 CLOSED ON OCTOBER 27,2017
ANCHOR INVESTOR DATE : OCTOBER 24,2017

The Offer has been made in terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR'), wherein at least 10% of the post-Offer paid-up equity share capital of our Company was offered to the public. The Offer has been made through the Book Building Process in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ('SEBI ICDR Regulations'), wherein 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ('QIB Portion'). The Company and the Promoter Selling Shareholders in consultation with the GCBRLMs and BRLMs have allocated 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. The number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor Portion) were made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion was made available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. For details, see 'Offer Procedure' on page 399 of the Prospectus.
The Offer received 1,589,181 Applications for 3,503,792,998 Equity Shares (before technical rejections and after removing duplicate and multiple bids) resulting in 57.25 times subscription. The details of the Applications received in the Offer from various categories are as under (Before technical rejections):

Final Demand
Asummary of the final demand as per the BSE and the NSE at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on November 1,2017.
A. Allotment to Retail Individual Investors (After Technical Rejections)
The Basis of Allotment to the Retail Individual Investors, who have Bid at Cut-off Price or at the Offer Price of Rs 252 per Equity Share was finalized in consultation with NSE. This category has been subscribed to the extent of 5.3890 times. The total number of Equity Shares Allotted in this category is 21,420,000 Equity Shares to 363,050 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non Institutional Investors (After Technical Rejections) (sample)
The Basis of Allotment to the Non-Institutional Investors, who have Bid at the Offer Price of Rs 252 per Equity Share, was finalized in consultation with the NSE. This category has been subscribed to the extent of 209.6433 times. The total number of Equity Shares Allotted in this category is 9,180,000 Equity Shares to 954 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 Offer Price of Rs 252 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 117.2626 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. 612,000 Equity Shares and other QIBs, including Mutual Funds, were Allocated the remaining available 11,628,000 Equity Shares on proportionate basis. The total number of Equity Shares allotted in the QIB category is 12,240,000 Equity Shares, which were allotted to 197 successful Bidders. The category-wise details of the Basis of Allotment are as under:

D. Allotment to Anchor Investors

The Board of Directors of the Company at its meeting held on November 2,2017, 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-cum-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 of monies to the Public Offer Account, as applicable have been issued on November 2, 2017. The Equity Shares Allotted to the successful Applicants have been uploaded on November 2,2017 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. In case the unblocking of funds or credit of Equity Shares is not received within six Working Days, investors may contact the Registrar to the Offer at the address given below. Our Company has made the listing application with BSE and NSE on November 02,2017.

Note: All capitalized terms used and not defined herein 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 Computershare Private Limited at https://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 Bidder, Serial number of the Bid cum Application Form, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares 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:

Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad 500 032, India
Tel: + 91 40 6716 2222; Fax: + 91 40 23431551; E-mail: einward.ris@karvy.com
Investor Grievance E-mail: reliancenippon.ipo@karvy.com; Website: https://karisma.karvy.com
Contact Person: M. Murali Krishna; SEBI Registration No.: INR000000221