·
The Initial Public Offering of up to 253,457,280 Equity Shares
·
Eligible Employees Reservation of 657,280 Equity Shares
·
Net Public Offering of up to 252,800,000 Equity Share
·
Minimum Bid lot is 780 equity shares and in multiples of 780 equity
shares thereafter
·
Offer opening date – Friday, March 29, 2019 and Offer closing date – Wednesday,
April 3, 2019
·
A discount
equivalent to Rs. 0.50 per Equity Share each on the Offer Price shall be
offered to Retail Individual Bidders and Eligible Employee Bidders respectively
·
The Offer
and the Net Offer shall constitute 12.16% and 12.12% respectively, of the Post
Offer paid-up Equity Share capital of the Company
MUMBAI, March 26, 2019:
Rail Vikas Nigam Limited (“Company”) a Miniratna
(Category – I) Schedule ‘A’ Central Public Sector Enterprise, incorporated by
the Ministry of Railways (“MoR”) will be launching its
initial public offering (“IPO” or
the “Offer”) which is scheduled to
open on Friday March 29, 2019 and close on Wednesday April 03, 2019, with a
price band of Rs. 17 – Rs. 19 per Equity Share of face value of Rs. 10 each of
the Company (the “Equity Shares”). A
discount equivalent to Rs. 0.50 per Equity Share on the Offer Price shall be
offered to Retail Individual Bidders and Eligible Employee Bidders, respectively.
The IPO comprises of up to
253,457,280 Equity Shares of the Company through an Offer for Sale by the
President of India, acting through the Ministry of Railways, Government of
India (the “Selling Shareholder”).
The Offer includes a reservation of 657,280 Equity Shares for Eligible Employees
for allocation and allotment on a proportionate basis (“Employee Reservation Portion”).
The Offer is being made in terms
of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended (“SCRR”), and 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 Net Offer shall be available for allocation on a proportionate basis to
Qualified Institutional Buyers (“QIB
Portion”), 5% of the QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only. The remainder of the QIB Portion
shall be available for allocation on a proportionate basis to all QIBs,
including Mutual Funds, subject to valid Bids being received from them at or
above the Offer Price. However, if the aggregate demand from Mutual Funds is
less than 5% of the QIB Portion, the balance Equity Shares available for
allocation in the Mutual Fund Portion will be added to the remaining QIB
Portion for proportionate allocation to QIBs.
Further, not less than 15% of the
Net Offer shall be available for allocation on a proportionate basis to Non
Institutional Bidders and not less than 35% of the Net Offer shall be 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. Further, 657,280 Equity Shares shall be offered for allocation and
Allotment on a proportionate basis to the Eligible Employees Bidding in the
Employee Reservation Portion, conditional upon valid Bids being received from
them at or above the Offer Price. All Bidders shall participate in the Offer
mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing the details
of their respective ASBA Accounts (including UPI ID, if applicable) in which
the corresponding Bid Amount will be blocked by the SCSBs. For details, see “Offer Procedure” on page 446 of the Red
Herring Prospectus.
The Company will not receive any
proceeds from the Offer and all proceeds shall go to the Selling Shareholder
i.e. President of India, acting through the Ministry of Railways, Government of
India.
The Offer and the Net Offer shall
constitute 12.16% and 12.12% respectively, of the post Offer paid-up Equity
Share capital of the Company.
Yes Securities (India)
Limited, Elara Capital (India) Private Limited and IDBI Capital Markets &
Securities Limited are the Book Running Lead Managers (“BRLMs”) to the Offer, while Alankit Assignments Limited is the Registrar
to the Offer.
The Equity Shares of Rail Vikas
Nigam Limited are proposed to be listed on BSE Limited and National Stock Exchange
of India Limited.
About Rail Vikas Nigam
Limited:
Rail Vikas Nigam Limited (“RVNL”) is a wholly owned government company, a Miniratna (Category
– I) Schedule ‘A’ Central Public Sector Enterprise, incorporated by the
Ministry of Railways (“MoR”) under
the Companies Act, 1956 on January 24, 2003, as a project executing agency
working for and on behalf of MoR. RVNL was incorporated with the objective to
undertake rail project development, mobilization of financial resources and
implementation of rail projects pertaining to strengthening of golden
quadrilateral and port connectivity and raising of extra- budgetary resources
for project execution. However, in 2004, the MoR decided that our Company
should restrict itself to project execution. The role of RVNL for mobilization
of finances is restricted to forming of project specific SPVs with private
participation.
RVNL is in the business of executing all types of
railway projects including new lines, doubling, gauge conversion, railway
electrification, metro projects, workshops, major bridges, construction of
cable stayed bridges, institution buildings etc.
Since its inception in 2003, MoR has transferred 179
projects to RVNL of which 174 projects are sanctioned for execution. Out of
these, 72 projects have been fully completed totalling to Rs.205,672.80 million
and the balance are ongoing. RVNL has an order book of Rs.775,042.80 million as
on December 31, 2018 which includes 102 ongoing projects.
During the financial year ending March 31, 2018, RVNL
has completed a total of 885.50 rkm of project length which included 315.20 rkm
of doubling and 425 rkm of railway electrification.
RVNL’s revenue from operations has increased at a CAGR
of 29.36% from Rs.45,398.54 million in the Financial Year 2016 to Rs.75,973.58
million in the Financial Year 2018, and net profit has increased at a CAGR of
15.20% from Rs.4,294.34 million in Financial Year 2016 to Rs.5,699.20 million
in the Financial Year 2018.
Disclaimer:
RAIL VIKAS NIGAM
LIMITED is proposing, subject to applicable statutory and regulatory
requirements receipt of requisite approvals, market conditions and other
considerations, to make an initial public offer of its Equity Shares and has
filed a Red Herring Prospectus with the Registrar of Companies, National
Capital Territory of Delhi & Haryana. The Red Herring Prospectus will be
available on the website of SEBI at www.sebi.gov.in, on the websites of the
Stock Exchanges at www.bseindia.com and www.nseindia.com and the BRLMs at
www.yesinvest.in, www.elaracapital.com and www.idbicapital.com. Investors
should note that investment in equity shares involves a high degree of risk and
for details relating to the same, see the section titled 'Risk Factors' on page 18 of the Red Herring Prospectus. Potential
investors should not rely on the Draft Red Herring Prospectus filed with SEBI,
for any investment decision.
The Equity Shares
have not been and will not be registered under the United States Securities
Act, 1933, as amended ("the Securities
Act") and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (as defined in Regulation S
promulgated under the Securities Act (“Regulation
S”)) except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state
securities laws. Accordingly, the Equity Shares are being offered and sold only
outside the United States and only to non-U.S. persons in reliance on
Regulation S. Each purchaser of Equity Shares will be required to represent and
agree, among other things, that such purchaser is a non-U.S. person acquiring
the Equity Shares in an “offshore transaction” in accordance with Regulation S.
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