· 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.
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.