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IRB InvIT Fund IPO Details

Issue Open May 3, 2017
Issue Close May 5, 2017
IPO Price ₹102
Face Value ₹102
IPO Size ₹5,921.10 Cr
Listing At BSE, NSE
IPO Lot Size 10000

IRB InvIT Fund

(An irrevocable trust set up under the Indian Trusts Act, 1882, and registered as an infrastructure investment trust with the Securities and Exchange Board of India) Registered Office: IRB Complex, Chandivali Farm, Chandivali Village, Andheri (E), Mumbai - 400 072, Maharashtra, India.
SEBI Registration Number: IN/lnvlT/15-16/0001; Tel: 022 6640 4299; Fax: 022 6640 4274
E-mail: info@irbinvit.co.in; Website: www.irbinvit.co.in; Contact Person: Mr. Urmil Shah, Compliance Officer

SPONSOR: IRB INFRASTRUCTURE DEVELOPERS LIMITED | INVESTMENT MANAGER: IRB INFRASTRUCTURE PRIVATE LIMITED

BASIS OF ALLOTMENT

The Units are proposed to be listed on the BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') and the trading is expected to commence on or before May 18,2017.

INITIAL PUBLIC OFFER OF 449,779,291 UNITS (THE 'UNITS') REPRESENTING AN UNDIVIDED BENEFICIAL INTEREST IN THE IRB INVIT FUND (THE 'TRUST') CONSISTING OF A FRESH ISSUE OF 421,568,627 UNITS, AT A PRICE OF RS 102 PER UNIT, AGGREGATING TO RS 43,000.00 MILLION BYTHE TRUST (THE 'FRESH ISSUE') AND AN OFFER FOR SALE OF 28,210,664 UNITS, AGGREGATING TO RS 2,877.49 MILLION, BY IRB INFRASTRUCTURE DEVELOPERS LIMITED (THE 'SPONSOR'), MODERN ROAD MAKERS PRIVATE LIMITED, ARYAN TOLL ROAD PRIVATE LIMITED, ATR INFRASTRUCTURE PRIVATE LIMITED AND IDEAL ROAD BUILDERS PRIVATE LIMITED (COLLECTIVELY, THE 'SELLING UNITHOLDERS') (THE'OFFER FOR SALE',AND TO GETHER WITH THE FRESH ISSUE, THE 'ISSUE').
IRB INFRASTRUCTURE PRIVATE LIMITED (THE 'INVESTMENT MANAGER'), IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (THE 'GCBRLMS') AND THE BOOK RUNNING LEAD MANAGER (THE 'BRLM'), AND THE TRUSTEE, HAS, PURSUANT TO THE RETENTION OF OVERSUBSCRIPTION AMOUNTING TO 9.70% OF THE ISSUE SIZE, ISSUED 43,640,709 UNITS, AGGREGATING TO RS 4,451.35 MILLION (THE 'OVERSUBSCRIPTION', AND TOGETHER WITH THE ISSUE, THE 'TOTAL ISSUE') IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED, TOGETHER WITH ANY GUIDELINES, CIRCULARS, CLARIFICATIONS AND NOTIFICATIONS ISSUED THEREUNDER, INCLUDING SEBI CIRCULAR NO.CIR/IMD/DF/55/2016DATED MAY 11,2016 ('INVIT REGULATIONS'). THE TOTAL ISSUE CONSISTS OF 493,420,000 UNITS AT A PRICE OF RS. 102 PER UNIT, AGGREGATING TO RS 50,328.84 MILLION. THE TOTAL ISSUE CONSTITUTES AT LEAST 25% OF THE TOTAL OUTSTANDING UNITS ON A POST-ISSUE BASIS IN TERMS OF REGULATION 14 (1A) OF THE INVIT REGULATIONS.

THE ISSUE PRICE: RS 102 PER UNIT
ANCHOR INVESTOR AND STRATEGIC INVESTOR ISSUE PRICE: RS 102 PER UNIT

Risks to Investors:

1. Unitholders should note that there is no assurance or guarantee that distributions will be made in any amount or at all.

2. The investment by the Sponsor and the other Selling Unitholders in the equity shares of the Project SPVs, as on April 30,2017, is estimated to be Rs 11,759.65 million. The Sponsor and the other Selling Unitholders will receive Rs 10,598.65 million at the lower end of the price band, and Rs 11,759.65 million at the higher end of the price band, as consideration for their investment in the equity shares of the Project SPVs. This is based on the estimated outstanding net debt of Rs 47,451.35 million of the Project SPVs on a combined basis as on April 30,2017. However, in case the actual outstanding debt of the Project SPVs on a combined basis as on the acquisition date (pursuant to the Formation Transactions) is different from such estimated outstanding net debt, the equity value realized by the Sponsor and the other Selling Unitholders will change accordingly.

3. The present Issue is the first initial public offer of units of an infrastructure investment trust registered under the InvIT Regulations in India. There are no listed infrastructure investment trusts in India. Hence, no comparison of a previous initial public offer of units of an infrastructure investment trust is available in terms of issue price and listing date. Accordingly, it is not possible to provide an industry comparison in relation to the Trust.

4. The average return on net worth based on the Combined Financial Statements is (4.18)%, (6.50)% and (2.35)% for Fiscals 2016,2015 and 2014, respectively, and (0.72)% for the nine months ended December 31,2016.

5. The profit (loss) for Fiscal 2016 and the nine-month period ended December 31,2016, as per the Combined Financial

Statements, was Rs (763.63) million and Rs (130.49) million, respectively. Accordingly, the price/earnings ratio cannot be calculated for such year/period.
Credit Rating:
The Trust has been assigned a rating of 'CARE AAA (ls); Stable' by CARE Ratings, subject to the Trust Group's debt exposure not exceeding Rs 10 billion post the Issue, the rationale for which is available on its website (www.careratings.co.in). This rating is valid until February 21,2018. Please note that the rating assigned by CARE Ratings is an opinion on the general creditworthiness of the Trust. CARE Ratings has not rated the Units of the Trust. The Trusf s external senior debt has been assigned a long-term rating of 'IND AAA; Outlook Stable' by India Ratings, assuming that the Trust's consolidated external debt (including debt availed by InvIT and the Project SPVs from banks and institutions but excluding debt infused by InvIT into the Project SPVs) would be up to Rs 10 billion as on March 31,2017, the rationale for which is available on its website (www.indiaratings.co.in). Please note that the rating assigned by India Ratings is a reflection of the combined credit quality of the underlying assets. India Ratings has not rated the Units of the Trust.

BID/ISSUE PERIOD: BID/ISSUE OPENED ON* WEDNESDAY, MAY 3,2017 | BID/ISSUE CLOSED ON FRIDAY, MAY 5,2017

* The Anchor Investor and Strategic Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the lnvlTRegulations i.e. May 2,2017.

The Issue is being made through the Book Building Process and in compliance with the InvIT Regulations, wherein not more than 75% of the Issue was available for allocation on a proportionate basis to Institutional Bidders, out of which the Investment Manager and the Selling Unitholders, in consultation with the GCBRLMs and the BRLM, allocated up to 60% of the Institutional Bidder Category to Anchor Investors on a discretionary basis in accordance with the InvIT Regulations. Further, not less than 25% of the Issue was available for allocation on a proportionate basis to Other Bidders, in accordance with the InvIT Regulations, subject to valid Bids received at or above the Issue Price. For details, see 'Issue Procedure' on page 465 of the Final Offer Document.

The Issue received 58,803 applications for 2,298,833,000 Units (before technical rejections) resulting in 4.66 times subscription. The details of the applications received in the Issue from various categories are as under: (Before technical rejections)

Sr. No. Category No. of
Applications
No. of
Units
No. of times
Subscribed
Amount
(inRs)
Units Reserved
A Other Bidders Category 58,698 615,815,000 4.99 62,595,521,800.00 123,360,000
B Institutional Investors 73 1,476,755,000 8.97 150,629,010,000.00 164,720,000
C Anchor Investors 32 206,263,000 1.00 21,038,826,000.00 205,340,000
Total 58,803 2,298,833,000 4.66 234,263,357,800.00 493,420,000

Final Demand

A summarv of the final demand as per the BSE and the NSE as on the Bid/Issue Closing Date at different Bid prices is as under:

SLNO BID PRICE BIDS QUANTITY (%) TO TOTAL Cumulative Total % Cumulative Total
1 100 10,555,000 0.49 10,555,000 0.49
2 101 7,300,000 0.34 17,855,000 0.82
3 102 2,148,775,000 99.18 2,166,630,000 100.00
TOTAL 2,166,630,000 100.00

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on May 12,2017.

A. Allotment to Other Bidders (after Technical Rejections)

The Basis of Allotment to the Other Bidders, who have Bid at or above the Issue Price of Rs 102 per Unit was finalized in consultation with NSE. The category has been subscribed to the extent of 4.92 times. The total number of Units Allotted in this category is 123,360,000 Units to 12,336 successful applicants. The category-wise details of the Basis of Allotment are as under:

Category No. of
Applications
Received
% of
Total
Total No. of
Units
applied
% to
Total
No. of Units
Allotted per
Applicant
Ratio Total No. of
Units
Allotted
10,000 57,331 98.73 573,310,000 94.45 10,000 86:405 121,740,000
15,000 176 0.30 2,640,000 0.43 10,000 37:176 370,000
20,000 239 0.41 4,780,000 0.79 10,000 50:239 500,000
25,000 49 0.08 1,225,000 0.20 10,000 10:49 100,000
30,000 65 0.11 1,950,000 0.32 10,000 13:65 130,000
35,000 11 0.02 385,000 0.06 10,000 2:11 20,000
40,000 35 0.06 1,400,000 0.23 10,000 1:5 70,000
45,000 9 0.02 405,000 0.07 10,000 1:9 10,000
50,000 47 0.08 2,350,000 0.39 10,000 9:47 90,000
55,000 2 0.00 110,000 0.02 10,000 1:2 10,000
60,000 7 0.01 420,000 0.07 10,000 1:7 10,000
65,000 1 0.00 65,000 0.01 10,000 1:1 10,000
Category No. of
Applications
Received
% of
Total
Total No. of
Unite
applied
% to
Total
No. of Unite
Allotted per
Applicant
Ratio Total
No. of Unite
Allotted
70,000 7 0.01 490,000 0.08 10,000 1:7 10,000
75,000 3 0.01 225,000 0.04 10,000 1:3 10,000
80,000 6 0.01 480,000 0.08 10,000 1:6 10,000
85,000 1 0.00 85,000 0.01 10,000 1:1 10,000
90,000 13 0.02 1,170,000 0.19 10,000 2::13 20,000
95,000 5 0.01 475,000 0.08 10,000 1:5 10,000
100,000 22 0.04 2,200,000 0.36 10,000 2:11 40,000
120,000 2 0.00 240,000 0.04 10,000 1:2 10,000
125,000 1 0.00 125,000 0.02 10,000 1:1 10,000
145,000 1 0.00 145,000 0.02 10,000 1:1 10,000
150,000 4 0.01 600,000 0.10 10,000 1:4 10,000
170,000 1 0.00 170,000 0.03 10,000 1:1 10,000
190,000 1 0.00 190,000 0.03 10,000 1:1 10,000
195,000 6 0.01 1,170,000 0.19 10,000 1:6 10,000
200,000 12 0.02 2,400,000 0.40 10,000 1:6 20,000
245,000 2 0.00 490,000 0.08 10,000 1:2 10,000
250,000 1 0.00 250,000 0.04 10,000 1:1 10,000
300,000 1 0.00 300,000 0.05 10,000 1:1 10,000
435,000 1 0.00 435,000 0.07 10,000 1:1 10,000
465,000 1 0.00 465,000 0.08 10,000 1:1 10,000
490,000 1 0.00 490,000 0.08 10,000 1:1 10,000
500,000 1 0.00 500,000 0.08 10,000 1:1 10,000
930,000 1 0.00 930,000 0.15 10,000 1:1 10,000
980,000 3 0.01 2,940,000 0.48 10,000 1:3 10,000
1,000,000 1 0.00 1,000,000 0.16 10,000 1:1 10,000
TOTAL 58,070 100.00 607,005,000 100.00 123,360,000

B. Allotment to institutional investors (after Technical Rejections)

The Basis of Allotment to the Institutional Investors, who have Bid at or above the Issue Price of Rs 102 per Unit, was finalized in consultation with the NSE. This category has been subscribed to the extent of 8.91 times. The total number of Units Allotted in this category is 164,720,000 Units to 71 successful applicants.
The category-wise details of the Basis of Allotment are as under:

Category AIF/FPI/FII Fls/Banks IC MFs OTH Total
Institutional Investors 81,010,000 2,265,000 3,535,000 10,355,000 67,555,000 164,720,000

C. Allotment to Anchor Investors and Strategic Investors (after Technical Rejections)

The Basis of Allotment to Anchor Investors who have Bid at or above the Issue Price of Rs 102 per Unit has been done on a discretionary basis by the Investment Manager, Selling Unitholders and the Trustee in consultation with the GCBRLMs and the BRLM. No applications were received from Strategic Investors. The total number of Units Allotted in this category is 205,340,000 Units to 28 successful applicants.
The category-wise details of the Basis of Allotment are as under:

Category MFs ICs AIF/FPI Fll Total
Anchor Investors 21,010,000 12,570,000 15,575,000 156,185,000 205,340,000

The Board of directors of the Investment Manager at its meeting held on May 12,2017, has noted the Basis of Allotment of the Units approved by the Designated Stock Exchange, being NSE and Allotted the Units to various successful Applicants.

The Allotment Advice-cum-Refund Orders and/ or notices have been dispatched on or before May 16,2017 to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks have been dispatched/mailed on May 12,2017. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the depositories. The Units Allotted to the successful Applicants have been credited on May 15,2017 to their beneficiary accounts subject to validation of the account details with the depositories concerned. The Investment Manager is taking steps for completion of the necessary formalities to get the Units admitted for trading on the BSE and the NSE within twelve Working Days from the Bid/ Issue Closing Date.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Final Offer Document dated May 12,2017.

INVESTORS PLEASE NOTE
These details of the Allotment made shall be hosted on the website of Registrar to the Issue, Karvy Computershare Private Limited at https://karisma.karvy.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Issue quoting full name of the First/ Sole applicant, Serial number of the Bid cum Application Form, number of Units bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad- 500 032, India
Tel: +91 40 6716 2222; Toll Free No.: 1-800-3454001; Fax: +91 40 23431551
E-mail: einward.ris@karvy.com; Investor Grievance Email: support@karvy.com; Website: https://karisma.karvy.com
Contact Person: Mr. M Murali Krishna; SEBI Registration No.: INR000000221

Place : Mumbai

Date : May 16,2017

For IRB Infrastructure Private Limited
(Investment Manager to IRB InvIT Fund)
Sd/-
Compliance Officer

IRB InvIT Fund IPO Basis of Allotment FAQs

Check the basis of allotment document above to know about how the shares are allocated in IRB InvIT Fund IPO. Note that there is a separate rule for allotment in each investor category (i.e. Retail, Non-Institutional, Institutional, Employee).

The IRB InvIT Fund IPO basis of allotment (published above) tells you how shares are allocated to you in IRB InvIT Fund IPO and category wise demand of IPO share.

Visit the IRB InvIT Fund IPO allotment status page to check the number of shares allocated to your application.

Check the basis of allotment document above to know about how the shares are allocated in IRB InvIT Fund IPO. Note that there is a separate rule for allotment in each investor category (i.e. Retail, Non-Institutional, Institutional, Employee).