L-R Dr. Sanjay Suresh Parikh (Executive Director And Executive Vice President, Indegene Limited), Mr. Manish Gupta, Chairman, (Executive Director And The Chief Executive Officer, Indegene Limited) and Mr. Suhas Prabhu (Chief Financial Officer, Indegene Limited) addressing the gathering at the press conference in connection to Indegene Limited’s Initial Public Offer (IPO).
Mumbai, April 29, 2024: Indegene Limited (the“Company”) proposes to open its initial public offering (“Offer”) on Monday, May 06, 2024, 2024. Bid/ Offer Closing Date will be Wednesday, May 08, 2024. Anchor Investor Bidding Date is one Working Day prior to Bid/Offer Opening Date, that is, Friday, May 03, 2024.
The Price Band of the Offer has been fixed from ₹430 per Equity Share to ₹452 per Equity Share. Bids can be made for a minimum of 33 Equity Shares and in multiples of 33 Equity Shares thereafter.
The Offer comprises of a Fresh Issue of equity shares aggregating up to ₹ 7,600 Million (The “Fresh Issue”) and an offer for sale of up to 23,932,732 Equity Shares (The “Offered Shares”), comprising of up to 1,118,596 EquityShares by Manish Gupta aggregating up to such million, up to 3,233,818 Equity Shares by Dr. Rajesh Bhaskaran Nairaggregating up to such million, up to 1,151,454 Equity Shares by Anita Nair aggregating up to such million (Collectively with Manish Gupta and Dr. Rajesh Bhaskaran Nair, The “Individual Selling Shareholders”), up to 3,600,000Equity Shares by Vida Trustees Private Limited (Trustee of Fig Tree Trust) in its capacity as partner of Group Life Springaggregating up to such million, up to 2,657,687 Equity Shares by BPC Genesis Fund I SPV, Ltd. aggregating up to suchmillion, up to 1,378,527 Equity Shares by BPC Genesis Fund I-A SPV, Ltd. aggregating up to such million and up to 10,792,650 Equity Shares by CA Dawn Investments aggregating up to such million (Collectively with Vida Trustees Private Limited, BPC Genesis Fund I SPV, Ltd And BPC Genesis Fund I-A SPV, Ltd., The “Investor Selling Shareholders” And Collectively With The Individual Selling Shareholders, The “Selling Shareholders” And Such Equity Shares, The “Offered Shares”).
The offer includes a Reservation of up to such number ofEquity Shares, aggregating up to ₹125 Million, for subscription by Eligible Employees (“Employee Reservation Portion”). The Offer less the Employee Reservation Portionis hereinafter referred to as the “Net Offer”. A discount of₹30 per equity share is being offered to Eligible Employees bidding in the Employee Reservation Portion (“Employee Discount”).
The Company intends to use the proceeds of the Fresh Issue utilize towards funding the Repayment/prepayment of indebtedness of one of its Material Subsidiaries, ILSL Holdings, Inc., funding the capital expenditure requirements of theCompany and one of its Material Subsidiaries, Indegene, Inc. as well as funding the general corporate purposes and inorganic growth.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”) provided that our Company 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 at least one-third shall be available for allocation to 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. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion shall be 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. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the NetOffer shall be available for allocation to Non-Institutional Bidders of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received above the Offer Price, and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts (including UPI ID for UPI Bidders using UPI Mechanism) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Banks, as applicable, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process.
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. The Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated January 18, 2023 and January 19, 2023, respectively.
Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited, J.P. Morgan India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited are the book running lead managers (“Book Running Lead Managers” or “BRLMs”) to the Offer.
Capitalised term herein shall have the same meaning as ascribed to them in the Red Herring Prospectus dated April 26, 2024 (“RHP”) filed with the Registrar of Companies, Karnataka at Bengaluru (“RoC”).
Disclaimer
INDEGENE 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 draft red herring prospectus dated December 22, 2022 with SEBI (“the “DRHP”) and RHP with RoC on April 26, 2024. The RHP is available on the website of SEBI at www.sebi.gov.in, the websites of the Stock Exchanges i.e., BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, on the website of the Company at www.indegene.com and is available on the websites of the BRLMs, i.e., Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited, J.P. Morgan India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited at https://investmentbank.kotak.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, www.jpmipl.com and www.nomuraholdings.com/company/group/asia/india/index.html, respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section titled “Risk Factors” on page 25 of the RHP. Potential investors should not rely on the DRHP filed with SEBI, but instead rely on the RHP for making any investment decision.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. 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 U.S. Securities Act and applicable 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 under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.