Polycab India Limited: Initial public offering to open on April 5, 2019 and to close on April 9, 2019

Price Band: Rs. 533 to Rs. 538 per Equity Share

Mumbai, April  2, 2019: Polycab India Limited (the “Company”), engaged in the business of manufacturing and selling wires and cables and fast moving electrical goods (“FMEG”) under the “POLYCAB” brand, proposes to open its initial public offering (“IPO”) of Equity Shares on April 5, 2019*.

The IPO consists of a Fresh Issue of Equity Shares aggregating up to Rs. 4,000 million by the Company (“Fresh Issue”) and an Offer For Sale up to 17,582,000 Equity Shares of face value of Rs. 10 each (“Equity Shares”) by the Investor Selling Shareholder, the Promoter Selling Shareholders, the Promoter Group Selling Shareholders and the Individual Selling Shareholders, collectively referred to as the “Selling Shareholders”. The Offer includes a reservation of up to 175,000 Equity Shares for Eligible Employees (“Employee Reservation Portion”) (which shall not exceed 5% of the post-offer Equity Share capital of the Company).

The Bid/Offer Closing Date will be on April 9, 2019. The Price Band for the Offer is from Rs. 533 to Rs. 538 per Equity Share. A discount of Rs. 53 per Equity Share is being offered to Eligible Employees bidding in the Employee Reservation Portion. The offer less the Employee Reservation Portion is referred to as the “Net Offer”. Bids can be made for a minimum lot of 27 Equity Shares and in multiples of 27 Equity Shares thereafter.

The Equity Shares are proposed to be listed on BSE and NSE (the “Stock Exchanges”).

The net proceeds from the Fresh Issue are proposed to be utilized for: (i) scheduled repayment of all or a portion of certain borrowings availed by the Company, (ii) to fund incremental working capital requirements of the Company and (iii) for general corporate purposes.

The Global Co-ordinators and Book Running Lead Managers (“GCBRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Axis Capital Limited, Citigroup Global Markets India Private Limited and Edelweiss Financial Services Limited. The Book Running Lead Managers (“BRLMs”) to the Offer are IIFL Holdings Limited and YES Securities (India) Limited. Collectively, the GCBRLMs and the BRLMs are referred to as the "Lead Managers".

The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“2009 SEBI ICDR Regulations”), wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (QIB Portion”), provided that the Company and the Selling Shareholders, in consultation with the Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on discretionary basis, at the Anchor Investor Allocation price. At least one third of the Anchor Investor Portion 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 under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 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 QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer 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 remainder Net QIB Portion for proportionate allocation to QIBs.

Further, not less than 15% of the Net Offer shall be available for allocation for on a proportionate basis to 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 2018 SEBI ICDR regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category (including Employee Reservation Portion), except in QIB Category, would be allowed to be met with spill-over from any other category or a combination of categories at the discretion of the Company and the Selling Shareholders in consultation with the Lead Managers and the Designated Stock Exchange. The unsubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Offer in the manner described in “The Offer” on Page 89 of the RHP. In case of under-subscription in the Net Offer, spill over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. All potential investors, other than Anchor Investors, shall participate in the Offer an Application Supported by Blocked Amount (“ASBA”) by providing details of their respective bank accounts (including UPI ID for RIBs issuing UPI) which will be blocked by the SCSBs to the extent of the respective Bid Amounts, to participate in the Offer.

The Company and the Selling Shareholders may in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the 2018 SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date; i.e., April 04, 2019.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP. 

Disclaimer

POLYCAB INDIA LIMITED is proposing, subject to, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its equity shares and has registered the RHP dated March 28, 2019 with the RoC. The RHP is available on the website of SEBI at www.sebi.gov.in and is available on the websites of the GCBRLMs, i.e. Kotak

Mahindra Capital Company Limited, Axis Capital Limited, Citigroup Global Markets India Private Limited and Edelweiss Financial Services Limited atwww.investmentbank.kotak.com, www.axiscapital.co.in, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm and www.edelweissfin.com, respectively and the BRLMs, i.e. IIFL Holdings Limited and YES Securities (India) Limited at www.iiflcap.com and www.yesinvest.in respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please see “Risk Factors” beginning on page 22 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 United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in 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. The Equity Shares are being offered and sold: (i) outside of the United States only in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) in the United States only to “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”) under the Securities Act), pursuant to the private placement exemption set out in Rule 144A, Section 4(a) of the Securities Act, or another available exemption from the registration requirements of the Securities Act.