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Sterling and Wilson IPO Details

Issue Open Aug 6, 2019
Issue Close Aug 8, 2019
IPO Price ₹780
Face Value ₹1
IPO Size ₹3,145.16 Cr
Listing At BSE, NSE
IPO Lot Size 19
STERLING AND WILSON SOLAR LIMITED

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:

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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.

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.

Sterling and Wilson IPO Basis of Allotment FAQs

  1. 1. How shares are allotted in Sterling and Wilson IPO?

    Check the basis of allotment document above to know about how the shares are allocated in Sterling and Wilson IPO. Note that there is a separate rule for allotment in each investor category (i.e. Retail, Non-Institutional, Institutional, Employee).
  2. 2. What is Sterling and Wilson IPO basis of allotment status?

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

    Visit the Sterling and Wilson IPO allotment status page to check the number of shares allocated to your application.

  3. 3. What is Sterling and Wilson IPO allotment process?

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

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