| Basis of Allotment |
| This is a public announcement for information purposes only and is not a prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe for securities. |
| Not for publication or distribution, directly or indirectly outside India. |
|
| INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED |
| Our Company was incorporated as "Indian Railway Catering and Tourism Corporation Limited" on September 27, 1999, as a public limited company under the Companies Act, 1956 and was granted a certificate of incorporation by the Deputy Registrar of Companies. N.C.T. of Delhi and Haryana. Our Company received its certificate for commencement of business from the Deputy Registrar of Companies, N ,C .T of Delhi and Haryana on December 2, 1999 For details of changes in the registered office of our Company, see "History and Certain Corporate Matters" on page 154 of the prospectus dated October 07, 2019 ("Prospectus"). |
| Registered Office: 11th Floor, B - 148, Statesman House, Barakhamba Road, New Delhi - 110 001, Delhi, India. |
| Contact Person: Suman Kalra, Company Secretary and Compliance Officer; Telephone: +91 11 2331 1263 / 64; E-mail: ipo@irctc.com; Website: www.irctc.com; Corporate Identity Number: U74899DL1999GOI101707 |
| OUR PROMOTER: THE PRESIDENT OF INDIA ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA |
| Our Company has filed the Prospectus with the Registrar of Companies, National Capital Territory of Delhi and Haryana on October 7, 2019 and the Equity Shares are proposed to be listed on the Stock Exchanges and trading is expected to commence on October 14, 2019. |
| BASIS OF ALLOTMENT |
INITIAL PUBLIC OFFERING OF 20,160,000 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED (OUR "COMPANY" OR THE "ISSUER") THROUGH AN OFFER FOR SALE BY THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA (THE "SELLING SHAREHOLDER"), FOR CASH AT A PRICE OF Rs 320* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 310 PER EQUITY SHARE) (THE "OFFER PRICE"), AGGREGATING TO Rs 6,379.72 MILLION (THE "OFFER"). THE OFFER COMPRISES OF A NET OFFER OF 20,000,000 EQUITY SHARES AND EMPLOYEE RESERVATION PORTION OF UPTO 160,000 EQUITY SHARES. THE OFFER LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE NET OFFER. THE OFFER AND THE NET OFFER SHALL CONSTITUTE 12.60% AND 12.50%, RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
*Retail Discount of 10.00 per Equity Share to the Offer Price was offered to the Retail Individual Bidders and Employee Discount of 10.00 per Equity Share to the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion.
| OFFER PRICE: Rs 320 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH |
| THE OFFER PRICE IS 32.0 TIMES OF THE FACE VALUE |
| RETAIL DISCOUNT AND EMPLOYEE DISCOUNT: Rs 10 PER EQUITY SHARE ON OFFER PRICE |
| Risks to Investors: |
| • | The three Book Running Lead Managers associated with the Offer have handled 25 public issues in the past 3 years out of which 11 closed below the issue price on listing date. |
| • | The Price./ Earnings ratio based on diluted EPS for Fiscal 2019 for the Issuer at the upper end of the Price Band is as high as 18.78. |
| • | The average cost of acquisition per Equity Share for our Promoter is Rs 1.25 per Equity Share. The Offer Price at the upper end of the Price Band is Rs 320 per Equity Share. |
| BID/OFFER OPENED ON MONDAY, SEPTEMBER 30, 2019 |
| BID/OFFER CLOSED ON THURSDAY, OCTOBER 3, 2019 |
The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"). read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") The Offer was made through the Book Building Process in terms of Regulation 6 (1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") ("QIB Portion"). 5% of the QIB Portion was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion was available for allocation on a proportionate basis to alt QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-lnstitutional 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, up to 160,000 Equity Shares was offered for allocation and Allotment on a proportionate basis to the Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received from them at or above the Offer Price. All Bidders were required to participate in the Offer through the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective bank account (including UPI ID for RIBs using UPI Mechanism) (UPI ID. RIBs and UPI Mechanism are defined in the Prospectus) wherein the Bid Amounts were blocked by the SCSBs or under the UPI Mechanism, as the case may be. to the extent of respective Bid Amounts. For details, see "Offer Procedure" on page 306 of the Prospectus.
The Offer received 1,366,323 applications for 2,212,625,520 Equity Shares as per the bid book resulting in 109.46 times subscription The details of the applications received in the Offer from Retail Individual Bidders, Non-lnstitutional Bidders and QIBs are as under (prior to technical rejections):
| Sr. no | Category | No. of Applications | Equity Shares Bid for | Equity Shares Reserved | No. of times Subscribed | Amount (Rs) |
| A. | Retail Individual Investors | 1,352,371 | 97,190,440 | 7,000,000 | 13.88 | 30,157,127,520 |
| B | Non Institutional Investors | 3,367 | 1,059,022,320 | 3,000,000 | 353.01 | 338,894,363,840 |
| C. | Qualified Institutional Buyers | 316 | 1,055,490,680 | 10,000,000 | 105.55 | 337,757,017,600 |
| D. | Eligible Employees | 10,269 | 922,080 | 160,000 | 5.76 | 286,245,280 |
| Total | 1,366,323 | 2,212,625,520 | 20,160,000 | 109.75 | 707,094,754,240 |
Final Demand
A summary of the final demand as per BSE and NSE as on the Bid-'Offer Closing Date at different Bid prices is as under
| Sr. no | Bid Price (Rs) | No. of Equity Shares | % to Total | Cumulative Total | Cumulative % of Total |
| 1 | 315.00 | 571,760 | 0.03 | 2,241,646,480 | 100.00 |
| 2 | 316.00 | 62,000 | 0.00 | 2,241,074,720 | 99.97 |
| 3 | 317.00 | 85,000 | 0.00 | 2,241,012,720 | 99.97 |
| 4 | 318.00 | 101,640 | 0.00 | 2,240,927,720 | 99.97 |
| 5 | 319.00 | 61,880 | 0.00 | 2,240,826,080 | 99.96 |
| 6 | 320.00 | 2,163,638,520 | 96.52 | 2,240,764,200 | 99.96 |
| 7 | CUTOFF | 77,125,680 | 3.44 | 77,125,680 | 3.44 |
| Total | 2,241,646,480 | 100.00 |
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange Deing BSE on October 09, 2019.
| A. | Allotment to Retail Individual Investors (After Technical Rejections) (including ASBA Applications) |
| The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs 320 per Equity Share (Retail Discount of Rs 10 per Equity Share to the Offer Price has been offered to Retail Individual Investors), was finalized in consultation with BSE. This category has been subscribed to the extent of 13.26 times, after taking into account the shares spilled over from the unsubscribed portion of Employee category. The total number of Equity Shares Allotted in Retail Individual Bidders category is 7,006,608 Equity Shares to 175,165 successful applicants. The category-wise details of the Basis of Allotment are as under: |
| SI. No | Category | No. of Applications Received | % of Total | Total No. of Equity Shares Applied | % of Total | No. of Equity Shares Allotted per Applicant | Ratio | Total No. of Equity Shares Allotted |
| 1 | 40 | 1,057,456 | 81.73 | 42,298,240 | 45.52 | 40 | 13:96 | 5,726,160 |
| 2 | 80 | 95,615 | 7.39 | 7,649,200 | 8.23 | 40 | 13:96 | 517,760 |
| 3 | 120 | 35,838 | 2.77 | 4,300,560 | 4.63 | 40 | 13:96 | 194,080 |
| 4 | 160 | 21,048 | 1.63 | 3,367,680 | 3.62 | 40 | 13:96 | 113,960 |
| 5 | 200 | 17,799 | 1.38 | 3,559,800 | 3.83 | 40 | 13:96 | 96,400 |
| 6 | 240 | 5,102 | 0.39 | 1,224,480 | 1.32 | 40 | 13:96 | 27,640 |
| 7 | 280 | 4,399 | 0.34 | 1,231,720 | 1.33 | 40 | 13:96 | 23,840 |
| 8 | 320 | 10,058 | 0.78 | 3,218,560 | 3.46 | 40 | 13:96 | 54,480 |
| 9 | 360 | 2,004 | 0.16 | 753,840 | 0.81 | 40 | 13:96 | 11,320 |
| 10 | 400 | 7,055 | 0.55 | 2,822,000 | 3.04 | 40 | 13:96 | 38,200 |
| 11 | 440 | 1,141 | 0.09 | 502,040 | 0.54 | 40 | 12:89 | 6,160 |
| 12 | 480 | 2,133 | 0.16 | 1,023,840 | 1.1 | 40 | 13:96 | 11,560 |
| 13 | 520 | 1,322 | 0.1 | 687,440 | 0.74 | 40 | 13:96 | 7,160 |
| 14 | 560 | 854 | 0.07 | 478,240 | 0.51 | 40 | 7:52 | 4,600 |
| 15 | 600 | 16,712 | 1.29 | 10,027,200 | 10.79 | 40 | 13:96 | 90,480 |
| 16 | 640 | 15,289 | 1.18 | 9,784,960 | 10.53 | 40 | 13:96 | 82,800 |
| 17 | 1* | 1:4001 | 8 | |||||
| Total | 1,293,915 | 100 | 92,929,800 | 100 | 7,006,608 |
*1 additional share has been allotted to 8 allottees from among 32011 successful applicants from the categories 80 to 640 in the ratio of 1:4001
Unsubscribed portion of 6,608 Equity shares from Employee Category was spilled over to Retail Category.
| B. | Allotment to Non Institutional Investors (After Technical Rejections) (including ASB A Applications) |
| The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 320 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 350.70 times, after taking into account the shares spilled over from the unsubscribed portion of Employee category The total number of Equity Shares allotted in this category is 3,002,832 Equity Shares to 1,169 successful applicants The category-wise details of the Basis of Allotment are as under: (Sample) |
| SI. No | Category (No. of Shares applied for) | No. of Applications Received | % of Total | Total No. of Equity Shares Applied | % to Total | No. of Equity Shares Allotted per Applicant | Ratio | Total No. of Equity Shares Allotted |
| 1 | 640 | 21 | 0.65 | 13,440 | 0.00 | 0 | 0:0 | 0 |
| 2 | 680 | 630 | 19.56 | 428,400 | 0.04 | 0 | 0:0 | 0 |
| 3 | 720 | 73 | 2.27 | 52,560 | 0.01 | 0 | 0:0 | 0 |
| 4 | 760 | 36 | 1.12 | 27,360 | 0.00 | 0 | 0:0 | 0 |
| 5 | 800 | 140 | 4.35 | 112,000 | 0.01 | 0 | 0:0 | 0 |
| 6 | 840 | 13 | 0.40 | 10,920 | 0.00 | 0 | 0:0 | 0 |
| 7 | 880 | 20 | 0.62 | 17,600 | 0.00 | 0 | 0:0 | 0 |
| 8 | 920 | 54 | 1.68 | 49,680 | 0.00 | 0 | 0:0 | 0 |
| 9 | 960 | 25 | 0.78 | 24,000 | 0.00 | 0 | 0:0 | 0 |
| 10 | 1000 | 211 | 6.55 | 211,000 | 0.02 | 0 | 0:0 | 0 |
| 11 | 9,375,000 | 33 | 1.02 | 309,375,000 | 29.38 | 26,733 | 1:1 | 882,189 |
| 12 | 9,400,000 | 2 | 0.06 | 18,800,000 | 1.79 | 26,804 | 1:1 | 53,608 |
| 13 | 9,920,000 | 1 | 0.03 | 9,920,000 | 0.94 | 28,287 | 1:1 | 28,287 |
| 14 | 10,062,480 | 4 | 0.12 | 40,249,920 | 3.82 | 28,693 | 1:1 | 114,772 |
| 15 | 10,160,000 | 1 | 0.03 | 10,160,000 | 0.96 | 28,971 | 1:1 | 28,971 |
| Total | 3,221 | 100 | 1,053,097,160 | 100 | 3,002,832 |
Unsubscribed portion of 2,832 Equity shares from Employee Category was spilled over to HNI Category.
| C. | Allotment to QIBs (After Technical Rejections) |
| Allotment to QlBs, who have bid at the Offer Price of Rs 320 per Equity Share or above, has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 104.98 times, after taking into account the shares spilled over from the unsubscribed portion of Employee category. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e 500,472 Equity Shares including the unsubscribed portion of employee category and the remaining available Equity Shares i.e. 9,508,968 Equity Shares on a proportionate basis The total number of Equity Shares allotted in the QIB category is 10,009,440 Equity Shares, which were allotted to 298 successful Applicants. |
| SI. No. | Category | Fls/Banks | Fll | MFs | ICs | NBFC | Others | Total |
| 1 | QIB | 32 | 41 | 140 | 46 | 2 | 37 | 298 |
Unsubscribed portion of 9,440 Equity shares from Employee Category was spilled over to QIB Category
| D. | Allotment to Eligible Employee under Employee reservation (After Technical Rejections) |
| The Basis of Allotment to the Eligible Employees under Employee reservation portion, who have bid at cut-off or at the Offer Price of Rs 320 per Equity Share (Employee Discount of Rs 10 per Equity Share to the Offer Price has been offered to Eligible Employees bidding under Employee reservation portion), was finalized in consultation with the BSE. This category has been subscribed to the extent of 0.88 times. The total number of Equity Shares Allotted in Employee category is 141,120 Equity Shares to 376 successful applicants. |
| SI. No | Category (No. of Shares applied for) | No. of Applications Received | % of Total | Total No. of Equity Shares Applied | % to Total | No. of Equity Shares Allotted per Applicant | Ratio | Total No. of Equity Shares Allotted |
| 1 | 40 | 27 | 7.18 | 1,080 | 0.77 | 40 | 1:1 | 1,080 |
| 2 | 80 | 42 | 11.17 | 3,360 | 2.38 | 80 | 1:1 | 3,360 |
| 3 | 120 | 42 | 11.17 | 5,040 | 3.57 | 120 | 1:1 | 5,040 |
| 4 | 160 | 42 | 11.17 | 6,720 | 4.76 | 160 | 1:1 | 6,720 |
| 5 | 200 | 37 | 9.84 | 7,400 | 5.24 | 200 | 1:1 | 7,400 |
| 6 | 240 | 10 | 2.66 | 2,400 | 1.70 | 240 | 1:1 | 2,400 |
| 7 | 280 | 8 | 2.13 | 2,240 | 1.59 | 280 | 1:1 | 2,240 |
| 8 | 320 | 25 | 6.65 | 8,000 | 5.67 | 320 | 1:1 | 8,000 |
| 9 | 360 | 4 | 1.06 | 1,440 | 1.02 | 360 | 1:1 | 1,440 |
| 10 | 400 | 15 | 3.99 | 6,000 | 4.25 | 400 | 1:1 | 6,000 |
| 11 | 1,560 | 4 | 1.06 | 6,240 | 4.42 | 1,560 | 1:1 | 6,240 |
| 12 | 1,600 | 10 | 2.66 | 16,000 | 11.34 | 1.600 | 1:1 | 16,000 |
| Total | 376 | 100.00 | 141,120 | 100.00 | 141,120 |
Unsubscribed portion of 18.880 Equity shares from Employee Category was spilled over to QIB. NIB and Retail Individual Investor Categories in the ratio of 50:15:35
The IPO Committee of our Company at its meeting held on October 10, 2019 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange and has allotted the Equity Shares to various successful applicants The Allotment Advice Cum Refund Intimation will be intimated to the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on October 10, 2019. In case the same is not received within 10 days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the Allottees have been uploaded on October 10, 2019 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing application with BSE and NSE on October 10, 2019. The Company has received the listing and trading approvals from BSE and NSE and the trading is expected to commence on October 14, 2019.
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, Alankit Assignments Limited at www.alankit.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:
 |
| Alankit Assignments Limited |
| 205 - 208, Anarkali Complex, Jhandewalan Extension, New Delhi 110 055, Delhi, India. |
| Tel: 011 42541954,933/ 022 4348 1293; E-mail: kamalarora@alankit com/abhijitd@alankit.com |
| Investor grievance E-mail: irctcigr@alankit.com; Website: www.alankit.com; |
| Contact Person: Kamal Arora/ Abhijit Deb/Virender Sharma; SEBI Registration No : INR000002532 |
| For Indian Railway Catering and Tourism Corporation Limited | |
| On behalf of the Board of Directors | |
| Place: New Delhi | Sd/- |
| Date : October 11, 2019 | Company Secretary & Compliance Officer |
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF INDIAN RAILWAY CATERING AND TOURISM CORPORATION LIMITED.
Indian Railway Catering and Tourism Corporation 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 the prospectus ("Prospectus") with Registrar of Companies, N.C.T of Delhi & Haryana. The Prospectus is available on the websites of the SEBI at www.sebi.gov.in websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the websites of the BRLMs i.e www.idbicapital.com.www.sbicaps.com and www.yesinvest.in. Investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, see "Risk Factors" on page 24 of the Prospectus.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States, 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 only being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.
|
|