559
PROSPECTUS December 15, 2015 Please refer section 32 of the Companies Act, 2013 Book Built Offer ALKEM LABORATORIES LIMITED Alkem Laboratories Limited (“Company”) was incorporated as a private limited company ‘Alkem Laboratories Private Limited’ on August 8, 1973 at Patna under the Companies Act, 1956 and subsequently became a deemed public limited company under section 43A(2) of Companies Act, 1956 on October 26, 1988. Pursuant to our Company passing a resolution under section 21 of Companies Act, 1956 and upon issuance of a fresh certificate of incorporation consequent on change of name dated August 21, 2001, the name of our Company was changed to ‘Alkem Laboratories Limited’ with effect from October 26, 1988. Pursuant to an order passed by the Company Law Board, Kolkata, the registered office of our Company was shifted from state of Bihar to Maharashtra in the year 2007. For further details, please refer to the chapter “History and Certain Corporate Matters” on page 158. Registered Office and Corporate Office: Alkem House, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India. Tel No: +91 22 3982 9999; Fax No: +91 22 2492 7190 Contact Person: Mr. Manish Narang, Senior Vice President, Legal, Company Secretary and Compliance Officer; Tel No: +91 22 3982 9999; Fax No: +91 22 2492 7190 E-mail: [email protected]; Website: www.alkemlabs.com; Corporate Identity Number: U00305MH1973PLC174201. PROMOTERS OF OUR COMPANY: MR. SAMPRADA SINGH, MR. BASUDEO N. SINGH AND INDIVIDUALS IDENTIFIED AS PROMOTERS AND LISTED IN THE CHAPTER “OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES” ON PAGE 194. INITIAL PUBLIC OFFERING OF 12,853,442 EQUITY SHARES OF FACE VALUE `2 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF `1,050 PER EQUITY SHARE THROUGH AN OFFER FOR SALE, BY THE SELLING SHAREHOLDERS (DEFINED SUBSEQUENTLY) AGGREGATING UP TO ` 13,466.22 MILLION* # (“OFFER”). THE OFFER INCLUDES A RESERVATION OF UP TO 298,913 EQUITY SHARES, AGGREGATING UP TO `283.97 MILLION* # , FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED SUBSEQUENTLY) ON A COMPETITIVE BASIS (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER CONSTITUTE UP TO 10.75%* AND 10.50%*, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. * subject to the finalization of the Basis of Allotment. # Discount of `100 per Equity Share to the Offer Price has been offered to Eligible Employees (the “Employee Discount”). All amounts have been included taking into consideration the Employee Discount. THE FACE VALUE OF THE EQUITY SHARES IS `2 EACH. THE OFFER PRICE IS `1,050 PER EQUITY SHARE AND IS 525 TIMES OF THE FACE VALUE. A DISCOUNT OF `100 PER EQUITY SHARE EQUIVALENT TO 9.52% TO THE OFFER PRICE HAS BEEN OFFERED TO ELIGIBLE EMPLOYEES. Pursuant to Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), the Offer is being made for at least 10% of the post-Offer paid-up Equity Share capital of our Company. The Offer is being made 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 (“SEBI ICDR Regulations”), wherein 50% of the Net Offer shall be allocated on a proportionate basis to qualified institutional buyers (“QIBs”). Our Company and the Selling Shareholders have, in consultation with the GCBRLMs, allocated up to 60% of the QIB Portion to Anchor Investors (“Anchor Investor Portion”) at the Anchor Investor Offer Price, on a discretionary basis, out of which at least one-third was available for allocation to domestic Mutual Funds only. 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. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remaining 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 Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors in accordance with SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, 298,913 Equity Shares was reserved for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Offer Price. All QIBs (other than Anchor Investors) and Non-Institutional Investors must compulsorily and Retail Individual Investors and Eligible Employees may optionally participate in this Offer though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. For further details please refer to the chapter “Offer Procedure” on page 482. RISKS IN RELATION TO THE FIRST ISSUE This being the first public offering of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `2 and the Offer Price is 525 times the face value. The Offer Price (as determined and justified by our Company and the Selling Shareholders in consultation with the GCBRLMs as stated in “Basis for Offer Price” on page 107) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and / or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the chapter “Risk Factors” on page 18. COMPANY’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of this Offer; that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held; and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder accepts responsibility only for statements in this Prospectus in relation to itself and the Equity Shares offered by them through the Offer for Sale. The Selling Shareholders do not assume any responsibility for any other statement in this Prospectus, including without limitation, any and all of the statements made by or relating to the Company or its business. LISTING The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE and NSE. The in-principle approvals from each of BSE and NSE for listing the Equity Shares have been received pursuant to letter dated August 12, 2015 and letter dated August 18, 2015, respectively. For the purpose of this Offer, BSE is the Designated Stock Exchange. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Nomura Financial Advisory and Securities (India) Private Limited Ceejay House, Level 11, Plot F, Shivsagar Estate, Worli, Mumbai – 400 018, Maharashtra, India. Tel.: +91 22 4037 4037 Fax: +91 22 4037 4111 Email: [email protected] Website: www.nomuraholdings.com/ company/group/asia/india/index.html Investor grievance email: [email protected] Contact Person: Mr. Shreyance Shah SEBI Regn. No.: INM000011419 Axis Capital Limited 1 st Floor, Axis House, C-2 Wadia International Centre, P.B. Marg, Worli, Mumbai – 400 025, Maharashtra, India. Tel.: +91 22 4325 2183 Fax: +91 22 4325 3000 Email: [email protected] Website: www.axiscapital.co.in Investor grievance email: [email protected] Contact Person: Ms. Lakha Nair SEBI Regn. No.: INM000012029 J.P. Morgan India Private Limited J.P. Morgan Tower, Off. C.S.T. Road, Kalina, Santacruz (East), Mumbai – 400 098, Maharashtra, India. Tel.: +91 22 6157 3000 Fax: +91 22 6157 3911 Email: [email protected] Website: www.jpmipl.com Investor grievance email: [email protected] Contact Person: Ms. Prateeksha Runwal SEBI Regn. No.: INM000002970 Edelweiss Financial Services Limited 14 th Floor, Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4086 3535 Fax +91 22 4086 3610 Email: al.ipo@edelweissfin.com Website: www.edelweissfin.com Investor grievance email: customerservice.mb@edelweissfin.com Contact Person : Mr. Anshul Bansal/ Mr. Siddharth Shah SEBI Regn. No.: INM0000010650 Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078, Maharashtra, India. Tel: +91 22 6171 5400 Fax: +91 22 2596 0329 E-mail: [email protected] Website: www.linkintime.co.in Investor grievance e-mail: [email protected] Contact Person: Mr. Sachin Achar SEBI Regn. No.: INR000004058 BID/ OFFER PROGRAMME ## FOR ALL BIDDERS: OFFER OPENED ON: Tuesday, December 8, 2015 FOR ALL BIDDERS: OFFER CLOSED ON: Thursday, December 10, 2015 ## The Anchor Investor Bidding Date was December 7, 2015. A copy of the Red Herring Prospectus and written consents of various intermediaries as enumerated in “Material Contracts and Documents for Inspection” on page 555 and this Prospectus have been delivered to the ROC, in terms of Sections 23,26 and 32 of the Companies Act, 2013.
