INITIAL PUBLIC OFFER OF UNITS REPRESENTING AN UNDIVIDED BENEFICIAL INTEREST IN THE IRB INVIT FUND (THE “TRUST”) BID/ISSUE OPENS ON WEDNESDAY, MAY 3, 2017
PRICE BAND: RS. 100 TO RS. 102 PER UNIT.
• Bid can be made for a minimum of 10,000 units and in multiples of 5,000 units thereafter
• Minimum Application Size for Bidders other than Anchor Investors and Strategic Investors Bidding in the Anchor Investor Portion is Rs. 1 million.
• Fresh issue of units aggregating up to Rs. 43,000 million by the Trust
• Offer for Sale of up to 34,761,770 units by Selling Unitholders
• Bid/Issue Opening Date: Wednesday, May 3, 2017
• Bid/Issue Closing Date: Friday, May 5, 2017
MUMBAI. IRB InvIT Fund, sponsored by IRB Infrastructure Developers Limited, will launch its initial public offering (“IPO” or the “Issue”). The Issue is scheduled to open on May 3, 2017 and close on May 5, 2017. The Anchor Investors shall Bid during the Anchor Investor Bid/Issue Period, i.e., one Working Day prior to the Bid/Issue Opening Date.
The IPO (the “Trust”) consisting of a fresh issue aggregating up to Rs. 43,000 million by the Trust (the “Fresh Issue”) and an offer for sale of up to 34,761,770 Units, aggregating up to Rs. [●]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 together with the Fresh Issue, the “Issue”).
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 shall be available for allocation on a proportionate basis to Institutional Bidders, provided that the Investment Manager and the Selling Unitholders may, in consultation with the GCBRLMs and the BRLM, allocate up to 60% of the Institutional Bidder Category to Anchor Investors and Strategic Investors on a discretionary basis in accordance with the InvIT Regulations. Further, not less than 25% of the Issue shall be available for allocation on a proportionate basis to Other Bidders, in accordance with the InvIT Regulations, subject to valid Bids being received at or above the Issue Price. In case of under-subscription in any category, the unsubscribed portion in either category may be Allotted to Bidders in the other category at the discretion of the Investment Manager, in consultation with the GCBRLMs, the BRLM and the Designated Stock Exchange. As per InvIT regulation sponsor will hold 15% units for initial 3 years.
IDFC Bank Limited, Credit Suisse Securities (India) Private Limited and ICICI Securities Limited are the Global Co-ordinators and Book Running Lead Managers to the Issue and IIFL Holdings Limited is the Book Running Lead Manager to the Issue. The Registrar to the Issue is Karvy Computershare Private Limited.
The Investment Manager, in consultation with the GCBRLMs and the BRLM, reserves the right to retain oversubscription of up to 25% of the Issue size in accordance with the InvIT Regulations. In the event that the Investment Manager, in consultation with the GCBRLMs and the BRLM, exercises the aforesaid right, in accordance with the InvIT Regulations, the proceeds from the Allotment of Units pursuant to such oversubscription shall not be utilized towards general purposes.
Credit Rating: The Trust has been assigned a rating of “CARE AAA(Is); Stable” by CARE Ratings, subject to the Trust Group’s debt exposure not exceeding ` 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 Trust’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) as on March 31, 2017 would be up to Rs. 10 billion, 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.
The Units are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”)
About IRB InvIT Fund:
The Trust has been settled by IRB Infrastructure Developers Limited (the “Sponsor”) pursuant to the Indenture of Trust in Mumbai, India, as an irrevocable trust in accordance with the Trusts Act. The Indenture of Trust is registered under the Registration Act. The The Trust has been registered with SEBI as an infrastructure investment trust under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (Registration Number: IN/InvIT/15-16/0001).
The Trust primarily intends to own, operate and maintain a portfolio of six toll-road assets in the Indian states of Maharashtra, Gujarat, Rajasthan, Karnataka and Tamil Nadu. These toll roads are operated and maintained pursuant to concessions granted by the NHAI.
The Initial Road Assets comprise six toll roads that the Project SPVs operate and maintain pursuant to concessions granted by the NHAI. The Sponsor and other entities in the Sponsor group will transfer their ownership interests in the Project SPVs to trust pursuant to the Formation Transactions. These projects are:
• the Bharuch–Surat NH 8 toll road: a 65.00 km section of NH 8 between Bharuch and Surat in Gujarat, which is held by IDAAIPL,
• the Jaipur–Deoli NH 12 toll road: a 148.77 km section of NH 12 between Jaipur and Deoli in Rajasthan, which is held by IJDTPL,
• the Surat–Dahisar NH 8 toll road: a 239.00 km section of NH 8 between Surat in Gujarat and Dahisar in Maharashtra, which is held by ISDTPL,
• the Tumkur–Chitradurga NH 4 toll road: a 114.00 km section of NH 4 between Tumkur and Chitradurga in Karnataka, which is held by ITCTPL,
• the Omalur–Salem–Namakkal NH 7 toll road: a 68.625 km section of NH 7 between Omalur and Salem and Namakkal in Tamil Nadu, which is held by MITPL, and
• the Talegaon–Amravati NH 6 toll road: a 66.73 km section of NH 6 between Talegaon and Amravati in Maharashtra, which is held by ITATPL
About IRB Infrastructure Developers Limited (Sponsor)
IRB Infrastructure Developers Limited (“Sponsor”) is one of the largest infrastructure development and construction companies in India in terms of net worth in the roads and highways sector according to the NHAI’s annual prequalification for public private partnerships in national highway projects report for 2016. The Sponsor has been listed on the Stock Exchanges since 2008. Excluding the toll-road assets that are being transferred by the Sponsor to the Trust pursuant to the Formation Transactions, as of December 31, 2016, the Sponsor had 16 road projects, of which eight were “operational”, five were “under construction” and three were “under development”.
The Sponsor had a large project portfolio of 8,183 Lane Kilometres of roads and highways in operation, under construction or under development, excluding the Initial Road Assets, as of December 31, 2016. Further, as of December 31, 2016, the Project SPVs owned, operated and maintained toll road assets comprising 3,645 Lane Kilometres of highways. The BOT projects are implemented and held through special purpose vehicles. The Sponsor is involved in the design, development, construction, operation and maintenance of national and state highways and roads in the states of Maharashtra, Gujarat, Rajasthan, Punjab, Haryana, Karnataka, Uttar Pradesh and Tamil Nadu
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.
IRB INVIT FUND, acting through its Investment Manager is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of units representing an undivided beneficial interest in the Trust (“Units”), and has filed an offer document dated April 20, 2017 (“Offer Document”) with the Securities and Exchange Board of India (“SEBI”), the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The Offer Document is available on the website of SEBI at http://www.sebi.gov.in, the BSE at http://www.bseindia.com, the NSE at http://www.nseindia.com as well as on the websites of the GCBRLMs at http://www.idfcbank.com, http://www.credit-suisse.com and http://www.icicisecurities.com and the website of the BRLM at http://www.iiflcap.com. Investors should note that investment in the Units involves a degree of risk, and for details relating to the same, should refer to the Offer Document, including the section “Risk Factors” on page 17 of the Offer Document, and the section “Forward-looking Statements and Financial Projections” on page 15 of the Offer Document.
This announcement is not a final offer document announcement under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended, or any other applicable law in India.
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 units for sale into the United States, Canada or Japan. The units referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of units is being made in the United States.