|Basis of Allotment|
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOTA PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES.
NOT FOR RELEASE, PUBLICATION AND DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE INDIA.
|GLOBAL HEALTH LIMITED|
Our Company was incorporated as "Global Health Private Limited" on August 13, 2004 at New Delhi, India as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation by the Registrar of Companies, Delhi and Haryana at Delhi ("RoC"). Our Company was then converted into a public limited company under the Companies Act, 2013, pursuant to a special resolution passed by our Shareholders at the EGM held on July 31, 2021 and consequently, the name of our Company was changed to Global Health Limited' and a fresh certificate of incorporation dated August 11, 2021 was issued by the RoC. For further details in relation to changes in the name and the registered office of our Company, see "History and Certain Corporate Matters" on page 257 of the Prospectus dated November 09, 2022 ("Prospectus").
|Registered Office: Medanta - Mediclinic, E-18, Defence Colony, New Delhi, Delhi 110 024, India, Corporate Office: Medanta - The Medicity, Sector - 38, Gurgaon, Haryana 122 001, India|
|Contact Person: Rahul Ranjan, Company Secretary and Compliance Officer, Tel: +91 124 483 4060; E-mail: firstname.lastname@example.org ; Website: https://www.medanta.org|
|Corporate Identity Number: U85110DL2004PLC128319|
|OUR PROMOTER: DR. NARESH TREHAN|
Our Company has filed the Prospectus dated November 09, 2022 with the ROC 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 16, 2022.
|BASIS OF ALLOTMENT|
INITIAL PUBLIC OFFERING OF 65,641,952 EQUITY SHARES OF FACE VALUE OF F2 EACH ("EQUITY SHARES") OF GLOBAL HEALTH LIMITED (OUR "COMPPNY" OR THE "COMPPNY" OR THE "ISSUER") FOR CASH AT A PRICE OF 7336 PER EQUITY SHARE (INCLUDING A PREMIUM OF 7334 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO Rs 22.055.70 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 14,880,952 EQUITY SHARES BY OUR COMPANY AGGREGATING UPTO 75,000 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 50,761,000 EQUITY SHARES AGGREGATING TO Rs 17,055.70 MILLION (THE "OFFER FOR SALE") COMPRISING 50,661,000 EQUITY SHARES AGGREGATING TO 717,022.10 MILLION BY ANANT INVESTMENTS (THE "INVESTOR SELLING SHAREHOLDER") AND 100,000 EQUITY SHARES AGGREGATING TO Rs 33.60 MILLION BY SUNIL SACHDEVA (JOINTLY HELD WITH SUMAN SACHDEVA) (THE "INDIVIDUAL SELLING SHAREHOLDER", AND ALONG WITH INVESTOR SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS" AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES"). THE OFFER CONSTITUTED 24.46% OF THE FULLY DILUTED POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS 72 EACH AND THE OFFER PRICE IS 168 TIMES THE FACE VALUE OF EQUITY SHARES.
|OFFER PRICE: Rs 336 PER EQUITY SHARE OF FACE VALUE OF 72 EACH ANCHOR INVESTOR OFFER PRICE: Rs 336/-PER EQUITY SHARE OF|
|FACE VALUE OF 72 EACH|
|THE OFFER PRICE IS 168 TIMES THE FACE VALUE OF THE EQUITY SHARES|
|RISKS TO INVESTORS|
The weighted average price for all Equity Shares acquired in three years, 18 months and one year preceding the date of the Prospectus is as set out below:
|Period||Weighted average cost of acquisition# (in Rs)||Cap Price is X' times the Weighted Average Cost of Acquisition#||Range of acquisition price per equity share: Lowest Price - Highest Price#* (in Rs)|
|Last three years||302.55**||1.11||115-336**|
|Last 18 months||302.55**||1.11||115-336**|
|Last one year||334.22**||1.01||329.10-336**|
#Excludes details in relation to Equity Shares acquired by shareholders pursuant to exercise of employee stock options held by them under the ESOP Schemes of the Company.
**While determining the Highest Price' of acquisition and the weighted average cost of acquisition, we have not considered the following allotment: On December 18, 2013, 466,954 CCPS were allotted to Anant Investments (i.e., the Investor Selling Shareholder) for an aggregate consideration of Rs 324,999,984 (i.e., Rs 696 per CCPS). On January 4, 2022, the aforementioned 466,954 CCPS held by Anant Investments (i.e., the Investor Selling Shareholder) were converted into an aggregate of five Equity Shares in accordance with the terms of the 2013 SHA, read with the agreement dated January 4, 2022, among our Company Anant Investments (i.e., Investor Selling Shareholder) and our Promoter. No additional consideration was paid at the time of such conversion.
*On October 25, 2022, Anant Investments (i.e., Investor Selling Shareholder) has, pursuant to share purchase agreements each dated October 20, 2022 ("SPAs"), transferred an aggregate of 14,339,005 Equity Shares, representing 5.66% of the pre-Offer Equity Share capital of our Company (on a fully diluted basis) ("Sale Shares'), comprising:
(i) 4,779,669 Equity Shares to RJ Corp Limited,
(ii) 1,045,552 Equity Shares to SBI Healthcare Opportunities Fund and 3,734,116 Equity Shares to SBI Small Cap Fund and
(iii) 4,779,668 Equity Shares to Novo Holdings A/S, at a price of Rs 336 per Equity Share.
Our subsidiaries, MHPL has incurred losses of Rs 548.68 million and Rs 121.23 million in Fiscal 2020 and Fiscal 2021 respectively and GHPPL has incurred losses of Rs 125.39 million, Rs 163.54 million and Rs 458.13 million in Fiscal 2020, Fiscal 2021 and Fiscal 2022 respectively.
The total income contribution by our Company in Gurugram, Indore and Ranchi hospitals to consolidated total income in Fiscal 2022 was 81.60%. Any loss of business or disruption in the operations of these hospitals could have an adverse effect on the business and financial condition of our Company.
We have five hospitals and six multi-speciality clinics in operation. Any loss of business or disruption in the operations of these hospitals and clinics could have an adverse effect on the business and financial condition of our Company.
We have one under construction hospital which has faced delays in construction in past and we may experience further such delays.
Our dependency on doctors, nurses and other healthcare professionals is significantly high.
In case we are unable to attract/retain such professionals our business will be adversely impacted. In the past three fiscals and three months ended June 30, 2022, we have experienced attrition rates between 10.53% to 33.79% for doctors, 11.40% to 71.45% for nurses and 4.61% to 19.91% for other healthcare professionals.
Average cost of acquisition of Equity Shares for Anant Investments (i.e, Investor
Selling Shareholder) and Sunil Sachdeva (jointly with Suman Sachdeva) (i.e., Individual Selling Shareholders) is Rs 145.60 and Rs 2.02, respectively, and offer price is Rs 336. Anant Investments has transferred an aggregate of 14,339,005 Equity Shares, representing 5.66% of the pre-Offer Equity Share capital of our Company (on a fully diluted basis) on October 25, 2022 for Rs 336 per Equity Share.
Certain financial ratios of the Company based on Fiscal 2022
|Particulars||At floor price||At cap price||At Offer price|
|Market capitalization to total income(2)||3.89||4.09||4.09|
|EV to EBITDA(3)||18.19||19.06||19.06|
|Market capitalization to revenue from operations(4)||3.96||4.16||4.16|
(1) P/E ratio is calculated by dividing the Floor Price, Cap Price or Offer Price, as applicable, by the earnings per share (on a diluted basis) for Fiscal 2022 based on the Restated Financial Information.
(2) Market capitalization is the product of the post-Offer outstanding Equity Shares multiplied by the Floor Price, Cap Price and Offer Price, as applicable. Market capitalization to total income is calculated as market capitalization divided by the total income for Fiscal 2022 based on the Restated Financial Information.
(3) Enterprise value is the sum of market capitalization (as calculated above) and net debt (total long term debt plus short term debt minus cash, cash equivalent, current investments and other current bank balances) as of March 31, 2022. EBITDA represents profit before tax after adding back finance costs and depreciation and amortization for Fiscal 2022. Enterprise value (EV) to EBITDA is calculated as enterprise value (as calculated above) divided by EBITDA.
(4) Market capitalization to revenue from operations is calculated as market capitalization (as calculated above) divided by the revenue from operations for Fiscal 2022 based on the Restated Financial Information.
Weighted Average Return on Net Worth for Fiscals 2022, 2021 and 2020 is 7.21%.
The four Book Running Lead Managers associated with the Offer have handled 54 public issues in the past three years out of which 14 issues closed below the issue price on listing date:
|Name of the BRLMs||Total Issues||Issues closed below IPO Price on listing date|
|Kotak Mahindra Capital Company Limited*||14||4|
|Credit Suisse Securities (India) Private Limited*||2||2|
|Jefferies India Private Limited*||1||-|
|JM Financial Limited*||20||4|
|Common issues of above BRLMs||17||4|
*Issues handled where there were no common BRLMs.
For further details and definitions please refer the Prospectus.
|ANCHOR INVESTOR BID/OFFER PERIOD: WEDNESDAY, NOVEMBER 2, 2022|
|BID/OFFER OPENED ON THURSDAY, NOVEMBER 3, 2022|
|BID/OFFER CLOSED ON MONDAY, NOVEMBER 7, 2022|
The Offer was made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was available for allocation on a proportionate basis to QIBs, provided that our Company and the Investor Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor
Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received 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 of which one-third of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than Rs 200,000 and up to Rs 1,000,000 and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than Rs 1,000,000 and under-subscription in either of these two sub-categories of Non- Institutional Portion would have been allocated to Bidders in the other sub-category of Non-Institutional Portion. Further, 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 having been received at or above the Offer Price. All potential Bidders, other than Anchor Investors, were required to mandatory 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 UPI Mechanism (defined hereinafter)), if applicable, in which the corresponding Bid Amounts was blocked by the self-certified syndicate banks (SCSBs) or the Sponsor Banks under the UPI Mechanism, as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. See "Offer Procedure", on page 463 of the Prospectus. The Anchor Investor Bid/Offer Period opened and closed on Wednesday, November 02, 2022.
The Company received 52 applications from 35 Anchor Investors for 19,692,596 Equity Shares. The Anchor Investor Offer Price was finalized at Rs 336 per Equity Share. A total of 19,692,584 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs 6,616,708,224/-.
The Offer received 299,279 banked applications for 467,788,156 Equity Shares (including applications from Anchor Investors and prior to technical rejections) resulting in Rs.13 times subscription. The details of the banked applications received in the Offer from various categories are as under (before technical rejections):
|Category||No. of Applications Received||No. of Equity Shares Applied||No. of Equity Shares Reserved (as per Prospectus)||No. of Times Subscribed||Amount (Rs)|
|Retail Individual Bidders||284,510||20,672,476||22,974,684||0.90||6,944,760,856.00|
|Non-Institutional Bidders (Application Size More than Rs 0.2 million and up to 1 million)||7,658||5,811,432||3,282,097||1.77||1,952,549,588.00|
|Non-Institutional Bidders (Application Size of More than Rs 1 million)||6,977||33,515,988||6,564,196||5.11||11,261,371,968.00|
|QIB (Excluding Anchor Investors)||82||388,095,664||13,128,391||29.56||130,400,143,104.00|
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:
|Sl no||Bid Price||No. of Equity Shares||% to Total||Cumulative Total||Cumulative % of Total|
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on November 10, 2022.
A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)
The Bass of Allotment to the Retail Individual Bidders. who have bid at the Cut-Off Price or at the Offer Price of Rs 336/- per Equity Share, was finalized in consultation with the NSE. This category has bean subscribed to the extent of 0.87008 tones (after technical rejections). The total number of Equity Shares Allotted n Retail Portion is 19,989,860 Equity Shares to 274,220 successful applicants. The category-wise details of the Basis of Allotment are as under:
|Category||No. of Applications Received||%to Total||Total No. of Equity Shares Applied||% to Total||No. of Equity Shares Allotted per Bidder||Ratio||Total No. of Equity Shares Allotted|
Unsubscribed portion of 2,984,824 Equity Shares spilled over to QIB and NIB Categories m the ratio of 50:15
B. Allotment to Non-Institutional Bidders (More than Rs 02 million and up to Rs 1 million) (after technical rejections)
The Bass of Allotment to the Non-Institutional Bidders (More than Rs 02 million and up to Rs 1 million), who have bid at the Offer Price of Rs 336 per Equity Share was finalized in consultation with the NSE. The sub-category of the Non-Institutional Portion composing Non- Institutional Bidders Bidding (More than Rs 0.2 million and up to Rs 1 million) has been subscribed to re extent of 1.63162 times (after technical rejections). The total number of Equity Shares Allotted in this category 3,511,699 Equity Shares to 5,700 successful Non- Institutional Bidders. The category-wise details of the Basis of Allotment are as under. (Sample)
|Category||No. of Applications Received||% to Total||Total No. of Equity Shares Applied||% to Total||No. of Equity Shares Allotted per Bidder||Ratio||Total No. of Equity Shares Allotted|
Pease Note: 1 additional Share shall be allotted to 499 Allottees from amongst 537 Successful Applicants from the categories 660-2948 (i.e excluding successful applicants from Category 616) in the ratio of 499:537
Includes spillover of 229.602 Equity Shares from Retail Portion.
C. Allotment to Non-Institutional Bidders (More than Rs 1 million) (after technical rejections)
The Basis of Allotment to the Non-Institution Bidders (More than Rs 1 million), who have bid at the Offer price of Rs 336 per Equity Share was finalized in consultation with the NSE. The sub-category of the Non-Institution Portion composing Non-Institution Bidders Bidding above Rs 1 million has been subscribed to the extent of 4,72501 times (after technical rejections).The total number of Equity Shares Allotted in this category is 7,023,400 Equity Shares to 6,904 successful Non- Institution Bidders. The category-wise details of the Bass of Allotment are as under. (Sample)
|Category||No. of Applications Received||% to Total||Total No. of Equity Shares Applied||% to Total||No. of Equity Shares Allotted per Bidder||Ratio||Total No. of Equity Shares Allotted|
Please Note: 1 additional Shan has beer allotted to Category 2992 in the ratio of 155:296 Includes spillover of 459.204 Equity Shares from Retail Portion.
D. Allotment to QIBs (Excluding Anchor Investors) (after technical rejections)
Allotment to QIB (excluding Anchor Investors). who have Bid at the Offer Price of Rs 336 per Equity Share has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 25.16114 times of Net QIB Portion. As per the SEBI ICDR Regulators. Mutual Funds were Allotted 5% of re Equity Shares of Net QIB Portion available i.e.771,220 Equity Stares and either QIBs inducing Mutual Funds were Allotted the remaining available Equity Shares i.e.14,653,189 Equity Shares on a proportionate basis. The total number of Equity Glares Allotted in the Net QIB Portion is 15,424,409 Equity Shares, which were allotted to 82 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under.
Includes spilled over of 2296,018 Equity Snares tom Retail Portion.
E. Allotment to Anchor investors
The Company, in a consultation with the BRLMs has allocated 19,692,584 Equity Shares to 35 Anchor Investors (through 52 Applicators) at the Anchor Investor Offer Price of Rs 336 per Equity shares in accordance with the SEBI ICDR Regulations. This represents 60% of the QB Portion.
The Board of Directors of our Company on November 11, 2022 has allotted the Equity shares to various successful Bidders. The Allotment Advice has been dispatched to the email id or address of tie investors as registered with the depositories. Further, the instruction to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on November 10, 2022 and payment to non-Syndicate brokers have been issued on November 11, 2022. In case foe same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on November 11, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has fled the Listing application with NSE and BSE on November 12, 2022. The Company has received listing and trading approval from NSE and BSE and trading will commence on November 16, 2022.
INVESTORS PLEASE NOTE
The details of the Allotment made will be hosted on the website of the Registrar to the Offer. KFin Technologies Limited at www.kfintech.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, Bid cum Application Form number. Bidder DP ID. Client ID. PAN. date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for. Rename 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:
|KFin Technologies Limited|
|(Formerly known as KFin Technologies Private Limited)|
|Selenium, Tower-B, plot 31 and 32, Financial District, Nanakramguda, Serlingampally|
|Hyderabad, Rangareddi 500 032, Telangana, India|
|Tel: +91 40 6716 2222|
|E-mail: email@example.com . Investor grievance e-mail: firstname.lastname@example.org|
|Website: www.kfintech.com , Contact Person: M Murali Krishna, SEBI Registration No.: INR000000221|
|For on behalf of Global Health Limited|
|Place: New Delhi||Rahul Ranjan|
|Date: November 15, 2022||Company Secretary and 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 GLOBAL HEALTH LIMITED.
Global Health Limited has filed the Prospectus with the Registrar of Companies. Delhi & Haryana at Delhi ("RoC") The Prospectus is available on the website of the SEBI at www.seb.gov.in . the website of the National Stock Exchange of India Limited at www.nsemdia.com and the website of the BSE Limited at www.bseindia.com and the respective websites of the book running lead manages to the Offer. Kotak Mahindra Capital Company limited at www.irvestmentbank.kotak.com . Credit Suisse Securities (India) Private Limited at https://www.credit-suisse.com/in/en/investment-banking-apac/investment-banking-in-india/ipo.html , Jefferies India Private Limited at www.jefferies.com and JM Financial Limited at www.jmfl.com . Investors should note that investment in equity shares involves a high degree of risk and for details in relations to such risk. please see the section titled 'Risk Factors' on page 41 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 "US. Securities Act"). and 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 U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States to "qualified institutional buyers" (as defined in Rule 144A and referred to in the Prospectus as "U.S QIBs") in private transactions exempt from the registration requirements of the U.S Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulation S and the applicable laws of jurisdiction where those offers and safes occur. There will be no public offering in the United States.