Metropolis Healthcare Limited (the “Company”), one of the leading diagnostics companies in India, by revenue, as of March 31, 2018 (Source: Frost & Sullivan) proposes to open its initial public offering (“IPO”) of Equity Shares on April 03, 2019*.
The IPO consists of 13,685,095 equity shares of face value of Rs. 2 each (“Equity Shares”) consisting of an Offer for Sale of up to 6,272,335 Equity Shares by Dr. Sushil Kanubhai Shah (the “Promoter Selling Shareholder”) and up to 7,412,760 Equity Shares by CA Lotus Investments (the “Investor Selling Shareholder”) (the “Offer”). The Offer includes a reservation of up to 300,000 Equity Shares, for subscription by Eligible Employees (the “Employee Reservation Portion”). The Offer less the Employee Reservation Portion is hereinafter referred to as the “Net Offer”, and such Net Offer aggregates up to 13,385,095 Equity Shares.
The Bid/Offer Closing Date is on April 05, 2019. The Price Band for the Offer is from Rs. 877 to Rs. 880 per Equity Share. Bids can be made for a minimum lot of 17 Equity Shares and in multiples of 17 Equity Shares thereafter.
The Equity Shares are proposed to be listed on BSE and NSE (the “Stock Exchanges”).
The Book Running Lead Managers (“BRLMs”) to the Offer are JM Financial Limited, Credit Suisse Securities (India) Private Limited, Goldman Sachs (India) Securities Private Limited, HDFC Bank Limited and Kotak Mahindra Capital Company Limited.
The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and for the Offer for Sale.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), the Offer is being made for at least 10% of the post-Offer paid up Equity Share capital of the Company. Further, the Offer is being made through the Book Building Process, in compliance with Regulation 26(2) of the SEBI ICDR Regulations, wherein at least 75% of the Net Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that the Company and the Selling Shareholders, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (“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 QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only.
The remainder of the QIB Portion shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Offer Price. If at least 75% of the Net Offer cannot be allotted to QIBs, the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not more than 10% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank account in which the Bid amount will be blocked by the SCSBs or under the UPI mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.
*The Company and the Selling Shareholders may in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date; i.e., April 02, 2019.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.
METROPOLIS HEALTHCARE 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 registered the Red Herring Prospectus with the RoC. The Red Herring Prospectus shall be available on the websites of SEBI, BSE, NSE atwww.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the Book Running Lead Managers (“BRLMs”), i.e. JM Financial Limited, Credit Suisse Securities (India) Private Limited, Goldman Sachs (India) Securities Private Limited, HDFC Bank Limited and Kotak Mahindra Capital Company Limited at www.jmfl.com, www.credit-suisse.com,www.goldmansachs.com, www.hdfcbank.com and www.investmentbank.kotak.com, respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, see “Risk Factors” beginning on page 20 of the Red Herring Prospectus. Potential investors should not rely on the Draft Red Herring Prospectus for any investment decision.
These materials are not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). These materials are not an offer of securities for sale into the United States, Canada or Japan. 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 state securities laws in 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, such Equity Shares are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”)) under the U.S. Securities Act), pursuant to the private placement exemption set out in Section 4(a) of the U.S. Securities Act. No public offering of securities is being made in the United States