Our Company was originally incorporated at Mumbai on March 9, 2017 as
Rashmika Energy Private Limited, as a private limited company under the Companies Act,
2013, pursuant to a certificate of incorporation dated March 10, 2017 issued by the
Registrar of Companies, Maharashtra at Mumbai ("RoC").
Subsequently, the Solar EPC Division of Sterling and Wilson Private Limited was demerged
into our Company pursuant to the order dated March 28, 2018 of the National Company Law
Tribunal, Mumbai Bench with the appointed date for the transfer of such Solar EPC Division
being April 1, 2017. Thereafter, to reflect the association of our Company with the
Sterling and Wilson group, the name of our Company was changed to Sterling and Wilson
Solar Private Limited pursuant to the resolution passed by our Shareholders at their
extra-ordinary general meeting held on March 29, 2018 and the certificate of incorporation
pursuant to change of name was issued by the RoC on April 24, 2018. Subsequently, our
Company was converted into a public limited company pursuant to the approval of our
Shareholders at an extra-ordinary general meeting held on January 11, 2019. Consequently,
the name of our Company was changed to Sterling and Wilson Solar Limited and a fresh
certificate of incorporation consequent upon conversion from private company to a public
company was issued by the RoC on January 25, 2019. For further details relating to changes
in the registered office and name of our Company, see history and Certain Corporate
Matters' beginning on page 138 of the Prospectus dated August 10, 2019 ("Prospectus")
Registered Office and
Corporate Office: 9th Floor, Universal Majestic, P L Lokhande Marg, Chembur (West),
Mumbai 400 043, Telephone no: +91 22 2548 5300; Website:
www.sterlingandwilsonsolar.com |
Contact Person:
Jagannadha Rao Ch. V., Company Secretary and Compliance Officer; Telephone no.: +91
22 2548 5300; E-mail: ir@sterlingwilson.com;
Corporate Identity Number: U74999MH2017PLC292281 |
OUR PROMOTERS: SHAPOORJI
PALLONJI AND COMPANY PRIVATE LIMITED AND KHURSHED YAZDI DARUVALA |
Our Company has registered
the Prospectus with the Registrar of Companies, Maharashtra at Mumbai, 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 or about Tuesday, August 20, 2019. |
BASIS OF ALLOTMENT |
INITIAL PUBLIC OFFERING OF 36,533,820 EQUITY SHARES OF FACE VALUE OF Rs
1 EACH ("EQUITY SHARES") OF STERLING AND WILSON SOLAR LIMITED ("OUR
COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs 780 PER EQUITY SHARE
("OFFER PRICE") AGGREGATING TO Rs 28,496.38 MILLION, COMPRISING OF AN OFFER FOR
SALE OF 24,355,880 EQUITY SHARES BY SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED
AGGREGATING TO Rs 18,997.59 MILLION AND 12,177,940 EQUITY SHARES BY KHURSHED YA2DI
DARUVALA AGGREGATING TO Rs 9,498.79 MILLION (TOGETHER, THE "PROMOTER SELLING
SHAREHOLDERS") AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDERS
(THE "OFFERED SHARES") (THE "OFFER"). THE OFFER CONSTITUTES 22.78 % OF
THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY.
QIB Category: Atleast
75% of the Offer |
Retail Category: Not
more than 10% of the Offer |
Non Institutional
Investor Category: Not more than 15% of the Offer |
OFFER PRICE : Rs 780 PER
EQUITY SHARE OF FACE VALUE OF Rs 1 EACH |
THE OFFER PRICE IS 780
TIMES OF THE FACE VALUE |
Risks to
Investors: |
|
The six Global
Coordinators and Book Running Lead Managers and two Book Running Lead Managers associated
with the Offer have handled 48 public issues in the past three years out of which 18
closed below the issue price on listing date. |
|
The Price/
Earnings ratio based on diluted EPS for Fiscal 2019 for the Issuer at Offer Price is
19.57. |
|
The average cost
of acquisition per Equity Share for our Promoter Selling Shareholders is Nil per Equity
Share. |
# |
The Offer Price
is Rs 780. |
# |
For details of
build-up of Promoters' shareholding in our Company, please see 'Capital Structure -
Build-up of the Promoters' shareholding in our Company Page 80 of the Prospectus. |
BID/OFFER |
OPENED ON AUGUST 6, 2019
| BID/OFFER CLOSED ON AUGUST 8, 2019 |
ANCHOR INVESTOR BIDDING
DATE WAS AUGUST 5, 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 (the "SEBI ICDR Regulations")
The Offer was made through the Book Building Process in accordance with Regulation 6(2) of
the SEBI ICDR Regulations wherein not less than 75% of the Offer was available for
allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs")
(the "QIB Portion"), provided that our Company and the Promoter Selling
Shareholders in consultation with the GCBRLMs and BRLMs allocated 60% of the QIB Portion
to Anchor Investors on a discretionary basis One-third of the Anchor Investor Portion was
reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic
Mutual Funds at or above the Anchor Investor Allocation Price 5% of the Net 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 all
QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Offer Price Further, not more than 15% of the Offer was
available for allocation on a proportionate basis to Non-institutional Bidders and not
more than 10% of the Offer was 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. All Bidders, other than Anchor Investors, were mandatory
required to participate in the Offer through the Application Supported by Blocked Amount
("ASBA") process by providing details of their respective ASBA Accounts
which were to be blocked by the Self Certified Syndicate Banks ("SCSBs")
Anchor Investors were not permitted to participate in the Anchor Investor Portion through
the ASBA process. For details, see "Offer Procedure" beginning on page 459 of
the Prospectus
The Offer received 38,051 applications for 36,583,911 Equity Shares as
per the bid book resulting in 0.9131 times subscription as disclosed in Prospectus. The
details of the applications received m the Offer from Retail Individual Bidders.
Non-institutional Bidders and QIBs are as under (before technical rejections, multiple or
duplicate Bids and Bids not banked/returned):
Category |
No. of
Applications |
No of Equity
Shares applied |
Equity
Shares Reserved (Red Herring Prospectus) |
No. of times
Subscribed |
Amount in
Rs. |
ANCHOR |
27 |
18,028,853 |
18,028,846 |
1,0000 |
14,062,505,340.00 |
QIB |
50 |
12,332,007 |
12,019,231 |
1,0260 |
9,618,965,460.00 |
Nil |
147 |
5,086,053 |
6,009,615 |
0,8463 |
3,967,117,787.00 |
RETAIL |
37,827 |
1,136,998 |
4,006,410 |
0,2838 |
888,063,401.00 |
TOTAL |
38,051 |
36,583,911 |
40,064,102 |
0,9131 |
28,536,651,988.00 |
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
Bid Price |
Bid Quantity |
% to Total |
Cumulative Total |
Cumulative Total % |
775 |
33,440 |
0.18 |
33,440 |
0.18 |
776 |
3,743 |
0.02 |
37,183 |
0.20 |
777 |
7,581 |
0.04 |
44,764 |
0.24 |
778 |
7,524 |
0.04 |
52,288 |
0.28 |
779 |
4,332 |
0.02 |
56,620 |
0.30 |
780 |
18,008,162 |
94.95 |
18,064,782 |
95.24 |
CUT-OFF |
901,892 |
4.76 |
18,966,674 |
100.00 |
TOTAL |
18,966,674 |
100.00 |
|
|
The Basis of Allotment was finalized m consultation with the Designated Stock Exchange,
being BSE on August 14, 2019
A. |
Allotment to
Retail Individual Investors (After technical rejections, multiple or duplicate Bids and
Bids not banked/returned) |
|
The Basis of
Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price
of Rs 780 per Equity, was finalized m consultation with BSE. This category has been
subscribed to the extent of 0.2717 times The total number of Equity Shares Allotted in
Retail Individual Bidders category is 1,088,643 Equity Shares to 36,096 successful
applicants. The under subscribed portion of 2,917,767 Equity Shares m the Retail Category
has been spilled over to Qualified Institutional Buyers. The category- wise details of the
Basis of Allotment are as under: |
Category |
No. of Applications
Received |
% of Total |
Total No. of Equity
Shares Applied |
% to Total |
No. of Equity Shares
Allotted per Bidder |
Ratio |
Total No. of Equity
Shares Allotted |
19 |
29,863 |
82.73 |
567,397 |
52.12 |
19 |
1:1 |
567,397 |
38 |
2,908 |
8.06 |
110,504 |
10.15 |
38 |
1:1 |
110,504 |
57 |
1,021 |
2.83 |
58,197 |
5.35 |
57 |
1:1 |
58,197 |
76 |
432 |
1.20 |
32,832 |
3.02 |
76 |
1:1 |
32,832 |
95 |
406 |
1.12 |
38,570 |
3.54 |
95 |
1:1 |
38,570 |
114 |
253 |
0.70 |
28,842 |
2.65 |
114 |
1:1 |
28,842 |
133 |
222 |
0.62 |
29,526 |
2.71 |
133 |
1:1 |
29,526 |
152 |
67 |
0.19 |
10,184 |
0.94 |
152 |
1:1 |
10,184 |
171 |
28 |
0.08 |
4,788 |
0.44 |
171 |
1:1 |
4,788 |
190 |
205 |
0.57 |
38,950 |
3.58 |
190 |
1:1 |
38,950 |
209 |
27 |
0.07 |
5,643 |
0.52 |
209 |
1:1 |
5,643 |
228 |
42 |
0.12 |
9,576 |
0.88 |
228 |
1:1 |
9,576 |
247 |
622 |
1.72 |
153,634 |
14.11 |
247 |
1:1 |
153,634 |
TOTAL |
36,096 |
100.00 |
1,088,643 |
100.00 |
|
|
1,088,643 |
Note: Unsubscribed portion of 2,917,767 Equity Shares spitted over to QIB
Category.
B. |
Allotment to
Non Institutional Investors (After technical rejections, multiple or duplicate Bids and
Bids not banked/ returned) |
|
The Basis of
Allotment to the Non-lnstitutional Bidders, who have bid at the Offer Price of Rs 780 per
Equity Share or above, was finalized in consultation with BSE. This category has been
subscribed to the extent of 0.8460 times. The total number of Equity Shares allotted in
this category is 5,084,324 Equity Shares to 142 valid applicants. The under subscribed
portion of 925,291 Equity Shares in the Non Institutional has been spilled over to
Qualified Institutional Buyers. The category-wise details of the Basis of Allotment are as
under. (Sample) |
Category |
No. of Applications
Received |
% of Total |
Total No. of Equity
Shares Applied |
% to Total |
No. of Equity Shares
Allotted per Bidder |
Ratio |
Total No. of Equity
Shares Allotted |
266 |
24 |
16.90 |
6,384 |
0.13 |
266 |
1:1 |
6,384 |
285 |
12 |
8.45 |
3,420 |
0.07 |
285 |
1:1 |
3,420 |
304 |
2 |
1.41 |
608 |
0.01 |
304 |
1:1 |
608 |
380 |
4 |
2.82 |
1,520 |
0.03 |
380 |
1:1 |
1,520 |
399 |
2 |
1.41 |
798 |
0.02 |
399 |
1:1 |
798 |
475 |
3 |
2.11 |
1,425 |
0.03 |
475 |
1:1 |
1,425 |
494 |
3 |
2.11 |
1,482 |
0.03 |
494 |
1:1 |
1,482 |
513 |
7 |
4.93 |
3,591 |
0.07 |
513 |
1:1 |
3,591 |
570 |
3 |
2.11 |
1,710 |
0.03 |
570 |
1:1 |
1,710 |
627 |
18 |
12.68 |
11,286 |
0.22 |
627 |
1:1 |
11,286 |
817 |
1 |
0.70 |
817 |
0.02 |
817 |
1:1 |
817 |
874 |
1 |
0.70 |
874 |
0.02 |
874 |
1:1 |
874 |
950 |
4 |
2.82 |
3,800 |
0.07 |
950 |
1:1 |
3,800 |
988 |
3 |
2.11 |
2,964 |
0.06 |
988 |
1:1 |
2,964 |
1,007 |
2 |
1.41 |
2,014 |
0.04 |
1,007 |
1:1 |
2,014 |
1,273 |
4 |
2.82 |
5,092 |
0.10 |
1,273 |
1:1 |
5,092 |
1,292 |
3 |
2.11 |
3,876 |
0.08 |
1,292 |
1:1 |
3,876 |
1,311 |
1 |
0.70 |
1,211 |
0.03 |
1,311 |
1:1 |
1,311 |
1,900 |
2 |
1.41 |
3,800 |
0.07 |
1,900 |
1:1 |
3,800 |
2,565 |
2 |
1.41 |
5,130 |
0.10 |
2,565 |
1:1 |
5,130 |
3,838 |
1 |
0.70 |
3,838 |
0.08 |
3,838 |
1:1 |
3,838 |
5,130 |
2 |
1.41 |
10,260 |
0.20 |
5,130 |
1:1 |
10,260 |
5,700 |
2 |
1.41 |
11,400 |
0.22 |
5,700 |
1:1 |
11,400 |
13,452 |
1 |
0 70 |
13,452 |
0.26 |
13,452 |
1:1 |
13,452 |
14,991 |
1 |
0.70 |
14,991 |
0.29 |
14,991 |
1:1 |
14,991 |
25,650 |
2 |
1.41 |
51,300 |
1.01 |
25,650 |
1:1 |
51,300 |
56,411 |
1 |
0.70 |
56,411 |
1.11 |
56,411 |
1:1 |
56,411 |
64,087 |
2 |
1.41 |
128,174 |
2.52 |
64,087 |
1:1 |
128,174 |
128,155 |
2 |
1.41 |
256,310 |
5.04 |
128,155 |
1:1 |
256,310 |
128,193 |
1 |
0.70 |
128,193 |
2.52 |
128,193 |
1:1 |
128,193 |
256,405 |
2 |
1.41 |
512,810 |
10.09 |
256,405 |
1:1 |
512,810 |
284,240 |
1 |
0.70 |
284,240 |
5.59 |
284,240 |
1:1 |
284,240 |
448.704 |
1 |
0.70 |
448,704 |
8.83 |
448,704 |
1:1 |
448,704 |
641,022 |
2 |
1.41 |
1,282,044 |
25.22 |
641,022 |
1:1 |
1,282,044 |
1,282,044 |
1 |
0.70 |
1,282,044 |
25.22 |
1,282,044 |
1:1 |
1,282,014 |
Note: Unsubscribe portion of 925,291 Equity Shares spilled over to QIB
Category.
C. |
Allotment to
QIBs (excluding Anchor Investors) (After technical rejections, multiple or duplicate Bids
and Bids not banked/returned) |
|
Allotment to
QIBs. who have bid at the Offer Price of Rs 780 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 0.7774* times of the Net QIB portion The total number of Equity Shares
allotted in the Net QIB Portion is 12,332,007 Equity Shares, which were allotted to 50
successful Applicants. As per the SEBIICDR Regulations, Mutual Funds were allotted 5% of
the Equity Shares of Net QIB portion available i.e. 793,115 Equity Shares (indudes under
subscribed portion of 145,888 Equity Shares spilled over from Retail Category and 46,265
Equity Shares spilled over from Non Institutional Category) and other QIBs and unsatisfied
demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 11,538,892
Equity Shares (includes under subscribed portion of 2,771,879 Equity Shares spilled over
from Retail Category and 879,026 Equity Shares spilled over from Non Institutional
Category) on a proportionate basis. |
CATEGORY |
FIS/BANKS |
MF'S |
IC'S |
NBFC'S |
AIF |
FPC |
TOTAL |
ALLOTMENT |
1,923,066 |
2,959,155 |
641,022 |
1,346,131 |
1,768,691 |
3,693,942 |
12,332,007 |
* The Registrar informed that in QIB Category 50 valid applications for
12,332,007 Equity Shares were received at higher end of the price band against 12,019,231
Equity Shares reserved for this category resulting in subscription of 1,0260 times.
However, after including the spillover of 3,843,058 Equity Shares i.e. 925,291 Equity
Shares from Non Institutional Investors Category and 2,917,767 Equity Shares from Retail
Individual Investors, resulting into total of 15,862,289 Equity Shares resulting in
subscription of 0.7774 times
D. |
Allotment to
Anchor Investors |
|
The Company
Promoter Selling Shareholders, in consultation with the GCBRL Ms and BRLMs. have Allotted
18,028,846 Equity Shares to 22 Anchor Investors (through 27 Applications) at the Anchor
Investor Offer Price of Rs. 780 per Equity Share in accordance with the SEBI Regulations.
This represents 60.00% of the QIB Portion (as disclosed in the Red Herring Prospectus) |
CATEGORY |
FIS/BANKS |
MF'S |
IC'S |
NBFC'S |
AIF |
FPC |
TOTAL |
ALLOTMENT |
- |
2,884,637 |
641,060 |
- |
576,935 |
13,926,214 |
18,028,846 |
The Board of our Company at its meeting held on August 16, 2019 has
taken on record the Basis of Allotment of Equity Shares, finalised in consultation with
the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various
successful Bidders. The Allotment Advice-cum-intimations and/ or notices will be
dispatched to the address of the investors as registered with the depositories. Further,
the instructions to the Self Certified Syndicate Banks for unblocking of funds and
transfer to Public Offer Account have been issued on August 14, 2019 and payment to
non-Syndicate brokers have been issued on August 16, 2019. In case the 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
August 16, 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 August 16, 2019. The Company has received listing and
trading approval from BSE and NSE and the trading will commence on or about August 20,
2019.
Note: |
All capitalized terms used
and not defined herein shall have the respective meanings assigned to them in the
Prospectus. |
INVESTORS PLEASE NOTE
Pursuant to the finalisation of the Basis of Allotment, the number of
the Equity Shares held by SPCPL, which shall be pledged in favour of Housing Development
Finance Corporation Limited, after creation of lock-in in accordance with Regulation 16(b)
of the SEBI ICDR Regulations, stands updated from up to 57,347,979 Equity Shares
(representing 35.76% of the paid-up Equity Share capital of the Company) to 59,718,766
Equity Shares (representing 37.24% of the paid-up Equity Share capital of the Company).
Related disclosures on pages 34.78 and 81 of the Prospectus should be read together with
this update.
These details of the Allotment made shall be hosted on the website of
Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in
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:
|
Link
Intime India Private Limited |
C-101,
1st Floor, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai 400 083. |
Telephone
no.: +91 22 4918 6200: E-mail: sterlingwilson.ipo@linkintime.co.in |
Investor
grievance e-mail: sterbngwilson.ipo@linkintime.co.in;
Website: www.linkmtime.co.in |
Contact
Person: Shanti Gopalknshnan; SEBI Registration No.: INR000004058 |
|
For STERLING
AND WILSON SOLAR LIMITED |
|
On behalf of
the Board of Directors |
Place: Mumbai |
Sd/- |
Date: August 19,2019 |
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
STERLING AND WILSON SOLAR LIMITED.
STERLING AND WILSON SOLAR LIMITED has registered the Prospectus
with the Registrar of Companies, Mumbai, The Prospectus is available on the website of
SEBI at www.sebi.gov.in, on the websites of the Stock
Exchanges at www.bsemdia.com and www.nseindia.com and is available on the websites of
the GCBRLMs at www.idcisecurities.com, www.axiscapital.co.in, www.creditsuisse.com, www.db.com/lndia, www.iiflcap.com
and www.sbicaps.com and the websites of the BRLMs at
www.indusind.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 the section titled 'Risk Factors 'on page 28 of the
Prospectus.
These materials are not for publication or distribution, directly or
indirectly, in or into the United States. These materials are not an offer for the sale of
the Equity Shares or other securities in the United States or elsewhere. The Equity Shares
referred to herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended ("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 Securities Act and applicable state
securities laws.
No public offering of the Equity Shares or other securities is being made in the United
States.