NORTHERN ARC CAPITAL LIMITED INITIAL PUBLIC OFFERING TO OPEN ON MONDAY, SEPTEMBER 16, 2024
Price
band fixed at ₹249
to ₹263 per Equity Share of face value of ₹10 each (“Equity
Share”)
·
Bid Offer will
open on Monday, September 16, 2024 and close on Thursday, September 19, 2024. The Anchor
Investor Bid / Offer Period shall be Friday, September 13, 2024
·
Bids
can be made for a minimum of 57 Equity Shares and in multiples of 57 Equity
Shares thereafter.
National September 11, 2024:
Northern
Arc Capital Limited (“Northern Arc”
or “The Company”), shall open its Bid/Offer in relation to its initial
public offer of Equity Shares on Monday, September 16, 2024.
The initial public offering comprises a fresh issue of
Equity Shares aggregating up to ₹ 5000 million (the “Fresh Issue”) and
an offer for sale of up to 10,532,320 Equity Shares by the
Selling Shareholders (the “Offer for Sale” and together with the Fresh
Issue, the “Offer”)
The price band for the Offer
is at ₹249 to ₹263 per Equity Share. (“The Price Band”).
A discount of ₹24 per
Equity Share is being offered to Eligible Employees bidding in the Employee
Reservation Portion.
Bids can be made for a
minimum of 57 Equity Shares and in multiples of 57 Equity Shares thereafter. (“Bid Lot”).
The Company intends to
utilize the Net Proceeds to meet its future capital requirements towards onward
lending in its focused sectors, namely, MSME financing, MFI, consumer finance,
vehicle finance, affordable housing finance and agricultural finance, and to
ensure compliance with the RBI regulations on capital adequacy, for Financial
Year 2025. (The “Objects of the offer”)
The Offer for Sale of up
to 10,532,320 Equity Shares comprises up to 3,844,449 Equity Shares by LeapFrog
Financial Inclusion India (II) Ltd, up to 1,263,965 Equity Shares by Accion Africa-Asia
Investment Company, up to 1,408,918 Equity
Shares by 360 ONE Special Opportunities Fund (formerly known as IIFL Special
Opportunities Fund), up to 1,746,950 Equity
Shares by Eight Roads Investments Mauritius II Limited (formerly known as FIL
Capital Investments (Mauritius) II Limited), up to 1,344,828 Equity Shares by Dvara Trust (represented
by its corporate trustee, Dvara Holdings (formerly known as Dvara Holdings
Private Limited and as Dvara Trusteeship Services Private Limited), up to
923,210 Equity Shares by Sumitomo Mitsui Banking Corporation.(“The Selling Shareholders” and such offer for sale of Equity Shares by
the Selling Shareholders, the “Offer
for Sale”).
The Equity Shares are
being offered through the Red Herring Prospectus of the Company dated September
9, 2024 filed with the Registrar of Companies, Tamil Nadu at Chennai, India. (“ROC”)
The Equity Shares to be
offered through the Red Herring Prospectus are proposed to be listed on the BSE
Limited (“BSE”) and National Stock
Exchange of India Limited (“NSE” and
together with BSE, the “Stock Exchanges”).
For the purposes of the Offer NSE is the Designated Stock Exchange. (“Listing Details”)
The Offer is being made
through the Book Building Process, in terms of Rule 19(2)(b) of the (SCRR) read
with Regulation 31 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) and in
compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more
than 50% of the Net Offer shall be available for allocation on a proportionate
basis to Qualified Institutional Buyers (“QIBs”,
and such portion, the “QIB Portion”), provided that the Company may, in
consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis, in accordance with the SEBI ICDR
Regulations (the “Anchor Investor
Portion”), of which one-third shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the remaining QIB Portion (“Net QIB Portion”).
Further, 5% of the Net
QIB Portion shall be available for allocation on a proportionate basis only to
Mutual Funds, and the remainder of the Net QIB Portion shall be available for
allocation on a proportionate basis to all QIBs, including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. However, if
the aggregate demand from the Mutual Funds is less than 5% of the Net QIB
Portion, the balance Equity Shares available for allocation 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 in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price, out of which
(a) one-third of such portion shall be reserved for Bidders with application
size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds of such
portion shall be reserved for Bidders with application size of more than
₹1,000,000, provided that the unsubscribed portion in either of such
sub-categories may be allocated to Bidders in the other sub-category of
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 at or above the Offer Price.
Further, up to 590,874 Equity Shares aggregating up to ₹[●] million will be
available for allocation on a proportionate basis to Eligible Employees,
subject to valid Bids being received from them at or above the Offer Price.
All Bidders (except
Anchor Investors) are mandatorily required to utilize the Application Supported
by Blocked Amount (“ASBA”) process
by providing details of their respective ASBA accounts and UPI ID in case of
UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their
corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks
(“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may
be, to the extent of the respective Bid Amounts. Anchor Investors are not
permitted to participate in the Offer through the ASBA process. For further
details, see “Offer Procedure”
beginning on page 546.
ICICI Securities
Limited, Axis Capital Limited and Citigroup Global Markets India Private
Limited are the Book Running Lead Managers to the offer (“BRLMs”).
All capitalized terms used herein but not defined
shall have the same meaning as ascribed to them in the RHP.
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