Central Depository Services (India) Limited – Initial Public Offer

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Central Depository Services (India) Limited – Initial Public Offer to open on Monday, June 19, 2017, and to close on Wednesday, June 21, 2017

Price Band fixed from Rs. 145 to Rs. 149 per Equity Share

Mumbai, June 12, 2017: Central Depository Services (India) Limited (“Company” or “Issuer” or “CDSL”) proposes to open on Monday, June 19, 2017, an Initial Public Offering of up to 35,167,208 equity shares of face value of Rs. 10 each (“Equity Shares”) for cash at a price per Equity Share (including a share premium) through an offer for sale of up to 27,217,850 Equity Shares by BSE Limited; up to 4,775,000 Equity Shares by State Bank of India; up to 2,174,358 Equity Shares by Bank of Baroda; and up to 1,000,000 Equity Shares by The Calcutta Stock Exchange (“Offer”) (together the “Selling Shareholders”). The Price Band for the Offer is fixed from Rs. 145 to Rs. 149 per Equity Share. Bids can be made for a minimum of 100 Equity Shares and in multiples of 100 Equity Shares thereafter. The Bid/ Offer will close on Wednesday, June 21, 2017.

The Offer comprises a net offer to the Public of 34,467,208 Equity Shares (the “Net Offer”) and a reservation of 700,000 Equity Shares for subscription by Eligible Employees (as defined in the RHP) (the “Employee Reservation Portion”). The Offer shall constitute up to 33.65% of the fully diluted post-Offer paid-up equity share capital of the Company and the Net Offer to the Public would constitute 32.98% of the post-offer Equity Share Capital.

The Global Co-ordinators and Book Running Lead Managers (“GCBRLMs”) to the Offer are Axis Capital Limited, Edelweiss Financial Services Limited, Nomura Financial Advisory and Securities (India) Private Limited and SBI Capital Markets Limited. The Book Running Lead Managers (“BRLMs”) are Haitong Securities India Private Limited, IDBI Capital Markets & Securities Limited and YES Securities (India) Limited.

The Company and the Selling Shareholders may, in consultation with the GCBRLMs & BRLMs, consider participation by Anchor Investors in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended (“ICDR Regulations”). The Anchor Investor Biding Date shall be one Working Day prior to the Offer Opening Date; i.e., Friday, June 16, 2017.

The Equity Shares offered through the RHP are proposed to be listed on National Stock Exchange of India Limited (“NSE”).

P S Reddy [Managing Director and Chief Executive Officer, Central Depository Services (India) Limited], Bharat Sheth [Chief Financial Officer, Central Depository Services (India) Limited] at the CDSL IPO press conference.
The Offer is being made through the Book Building Process, in reliance of Regulation 26(1) of the ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion (other than Anchor Investor Portion) will be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion will be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investor Portion), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, 700,000 Equity Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Offer Price.

Disclaimer:

Central Depository Services (India) Limited (the “Company” or “Issuer” or “CDSL”) is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its Equity Shares and has filed a red herring prospectus (“RHP”) with the Registrar of Companies, Maharashtra.

The RHP is available on the website of Securities and Exchange Board of India (“SEBI”) and NSE at www.sebi.gov.in and www.nseindia.com, respectively; and at the respective websites of the Global Co-ordinators & Book Running Lead Managers (“GCBRLMs”) at www.axiscapital.co.in, www.edelweissfin.com, www.nomuraholdings.com/company/group/asia/india/index.html and www.sbicaps.com; and at the websites of the BRLMs at www.htisec.com, www.idbicapital.com and www.yesinvest.in respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer see the section on ‘Risk Factors’ on page 17 of the RHP. Potential investors should not rely on the Draft Red Herring Prospectus filed with the SEBI in making 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) or to U. S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (U.S. Persons”). These materials are not an offer of securities for sale in the United States, Canada or Japan or to U. S. Persons. The Equity Shares have not been and will not be registered under the US Securities Act and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons. The Company has not registered and does not intend to register under the US Investment Company Act and investors will not be entitled to the benefits of the US Investment Company Act. Accordingly, the Equity Shares are only being offered and sold outside the United States to non-US Persons in “offshore transactions” in reliance on Regulation S under the Securities Act.

Utpal Oza (Nomura Financial Advisory And Securities (India) Private Limited), Salil Pitale (Axis Capital Limited), P S Reddy [Managing Director and Chief Executive Officer, Central Depository Services (India) Limited], Bharat Sheth [Chief Financial Officer, Central Depository Services (India) Limited], Narayanan Sadanandan (SBI Capital Markets Limited) and Dipti Samant (Edelweiss Financial Services Limited) at the CDSL IPO press conference.
The information contained in this communication is for reference only and does not constitute a distribution, an offer to sell or invitation to an offer or a solicitation of an offer to buy securities. Communication of such details does not constitute an invitation or offer or solicitation of offer in any jurisdiction, including India and the United States, nor shall it form, directly or indirectly, the basis of or be relied on in any purchase. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer.

This communication may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the securities act or the applicable laws of other jurisdictions. You may not rely on the information herein.

CDSL is a leading securities depository in India by incremental growth of Beneficial Owner (“BO”) accounts over the last three Fiscals and by the total number of registered Depository Participants (“DPs”), as at the end of Fiscal 2016, according to the CRISIL Report. However, in terms of market share CDSL is the second largest depository in India. It offers services to the following clients: Depository Participants and other capital market intermediaries; Corporates; Capital market intermediaries; Insurance companies and Others. As of April 30, 2017, it had over 12.4 million investor accounts. In Fiscal 2017; it held a 59% market share of incremental BO accounts with a net growth in BO accounts of 13.68% from Fiscal 2016 to Fiscal 2017; over 253 billion securities of 9,934 issuers under custody representing a total value of Rs. 18.3 trillion; 589 registered DPs who had over 17,000 service centres across India; and over 15 million KYC records with a market share of approximately 67%. It’s revenue from operations includes transaction charges, account maintenance charges and settlement charges paid by DPs and annual fees, corporate action charges and e-voting charges paid by companies whose securities are admitted to its systems.

 

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