Indian Railway Finance Corporation Limited Initial Public Offering Bid
Indian Railway Finance Corporation Limited Initial Public Offering Bid/ Issue Period to open on Monday, January 18, 2021
• Price Band fixed at Rs. 25 to Rs. 26 per equity share of face value of Rs. 10 each
• Bid/ Issue Period to remain open from Monday, January 18, 2021 to Wednesday, January 20, 2021
Mumbai, Wednesday, 13th January, 2021: Indian Railway Finance Corporation Limited (the “Company’), the dedicated market borrowing arm of the Indian Railways, will open the Bid/ Issue Period in relation to its initial public offering of equity shares of face value of Rs. 10 each (“Equity Shares” and such initial public offering, the “Issue”) on Monday, January 18, 2021. The Bid/ Issue Period will close on Wednesday, January 20, 2021. The price band of the Issue has been fixed at Rs 25 to Rs 26 per Equity Share.
Initial Public Offering of up to 1,782,069,000 Equity Shares of face value of Rs. 10 each. The initial public offering comprises of a fresh issue of up to 1,188,046,000 Equity Shares (“Fresh Issue”) and an offer for sale of up to 594,023,000 Equity Shares by the President of India, acting through the Ministry of Railways (“Selling Shareholder”) (“Offer For Sale”). The issue includes a reservation aggregating to Rs. 5.00 million for subscription by eligible employees (as defined herein) (“Employee Reservation Portion”). The issue less employee reservation portion is referred to as the Net Issue. The issue and the net issue will constitute up to 13.64% and [ ]% respectively, of the post issue paid-up equity share capital of the company.
Bids can be made for a minimum of 575 Equity Shares and in multiples of 575 Equity Shares thereafter.
The Issue is being 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”). In accordance with Regulation 6(1) of the SEBI ICDR Regulations, the Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that the Company and the Selling Shareholder, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“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 the event of undersubscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs.
Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue 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 Issue Price. Further, [●] Equity Shares shall be reserved for allocation on a proportionate basis to Eligible Employees bidding under the Employee Reservation Portion, subject to valid bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) shall mandatorily participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process by providing details of the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Issue through the ASBA process.
The Net Proceeds from the Fresh Issue are proposed to be utilised for (i) augmenting the equity capital base of the Company to meet their future capital requirements arising out of growth in their business; and for (ii) general corporate purposes.
The Equity Shares offered in the Issue are proposed to be listed at BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”).
DAM Capital Advisors Limited (formerly known as IDFC Securities Limited), HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited and SBI Capital Markets Limited are the Book Running Lead Managers to the Issue.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Red Herring Prospectus (“RHP”).
Indian Railway Finance Corporation Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offer of its Equity Shares and has filed the RHP with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. The RHP will be available on the websites of SEBI, BSE and NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, and on the websites of the BRLMs i.e. DAM Capital Advisors Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited and SBI Capital Markets Limited at www.damcapital.in https://www.business.hsbc.co.in/engb/in/generic/ipo-open-offer-and-buyback, www.icicisecurities.com and www.sbicaps.com, respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see the section titled “Risk Factors” on page 24 of the RHP. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“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 U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A and referred to in the RHP as “U.S. QIBs”. For the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the RHP as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering in the United States.