HDFC Standard Life Insurance Company Limited
HDFC Standard Life Insurance Company Limited – Initial Public Offer to open on Tuesday, November 7, 2017, and to close on Thursday, November 9, 2017
Price Band fixed from 275 per Equity Share to 290 per Equity Share
HDFC Standard Life Insurance Company Limited (the “Company” or “Issuer“) proposes to open on Tuesday, November 7, 2017, an initial public offering up to 299,827,818 Equity Shares of face value of 10 each (“Equity Shares”) which comprises of an offer for sale of 191,246,050 Equity Shares by Housing Development Finance Corporation and up to 108,581,768 Equity Shares by Standard Life (Mauritius Holdings) 2006 Limited (together “The Promoter Selling Shareholders” and such offering (“The Offer”). The Offer comprises of Net Offer to the Public of up to 266,895,517 Equity Shares (“Net Offer”), a reservation of up to 2,144,520 Equity Shares (constituting up to 0.11% of the Post Offer Paid Up Equity Share Capital) for purchase by the eligible HDFC Life Employees (“HDFC Life Employee Reservation Portion”), reservation of up to 805,000 Equity Shares (constituting up to 0.04% of the Post Offer Paid Up Equity Share Capital) for purchase by the eligible HDFC Employees (“HDFC Employee Reservation Portion”) and reservation of up to 29,982,781 Equity Shares (constituting up to 1.49% of Post-Offer paid up Equity Share Capital) for purchase by eligible HDFC Shareholders (“HDFC Shareholders Reservation Portion”). The Offer shall constitute 14.92% of the fully diluted Post-Offer Paid-up Equity Share Capital of the Company, ie; assuming all vested employee stock options and the Net Offer shall constitute 13.28% of the fully vested Post-Offer Paid-up Equity Share Capital of the Company i.e. assuming exercise of all vested employee stock options.
The Price Band for the Offer is fixed from ₹ 275 per Equity Share to ₹ 290 per Equity Share. Bids can be made for a minimum of 50 Equity Shares and in multiples of 50 Equity Shares thereafter. The Offer will close on Thursday, November 9, 2017.
The Company and the Promoter Selling Shareholders may, in consultation with the Managers to the Offer, consider participation by Anchor Investors. Such Anchor Investors shall Bid during the Anchor Investor Bidding Date; i.e., one Working Day prior to the Offer Opening Date, on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed i.e. November 6, 2017.
The Global Co-ordinators and Book Running Lead Managers are Morgan Stanley India Company Private Limited, HDFC Bank Limited, Credit Suisse Securities (India) Private Limited, CLSA India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited. The Book Running Lead Managers are Edelweiss Financial Services Limited, Haitong Securities India Private Limited, IDFC Bank Limited, IIFL Holdings Limited and UBS Securities India Private Limited.
The Equity Shares offered in the Offer are proposed to be listed on the BSE and the NSE.
The Offer is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“ICDR Regulations”), wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that the Company and the Promoter Selling Shareholders, in consultation with the Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, 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 accordance with the SEBI Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be 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 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 the ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank accounts which will be blocked by the SCSBs, to participate in this Offer.
Capitalised terms not otherwise defined in this press release shall have the meanings given to them in the RHP.
* In compliance with the proviso to Regulation 21A(1) of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, read with proviso to Regulation 5(3) of the SEBI Regulations, HDFC Bank Limited will be involved as a merchant banker only in marketing of the Offer.
“HDFC Standard Life Insurance Company Limited is proposing, subject to, receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offer of its Equity Shares and has registered the Red Herring Prospectus (“RHP”) with the Registrar of Companies, Mumbai (“RoC”). The RHP is available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, and at the websites of the GCBRLMs at https://www.morganstanley.com/about-us/globaloffices/india, www.hdfcbank.com, https://www.credit-suisse.com/in/en/investment-banking/regional-presence/asia-pacific/india/ipo.html, www.india.clsa.com, and www.nomuraholdings.com/company/group/asia/india/index.html, respectively and the BRLMs at www.edelweissfin.com,http://www.htisec.com/en-us/haitong-india,www.idfcbank.com,www.iiflcap.comand www.ubs.com/indianoffersrespectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please refer to the RHP including the section titled “Risk Factors” on page 23 of the RHP.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (“U.S. Securities Act”) or any state securities laws in the United States 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 U.S. Securities Act and in accordance with any applicable United States state securities laws.”
HDFC Standard Life Insurance Company Limited was one of the first private life insurance companies to register in India and was established as a joint venture between HDFC (one of India’s leading housing finance institutions) and Standard Life Aberdeen plc (one of the world’s largest investment companies), initially through its wholly owned subsidiary The Standard Life Assurance Company and now through its wholly owned subsidiary, Standard Life Mauritius.
The Company is one of the most profitable life insurers, based on Value of New Business (VNB) margin, among the top five private life insurers in India (measured on total new business premium) in Fiscal 2016 and Fiscal 2017, according to CRISIL. Besides consistently being among the top three private life insurers in terms of profitability based on VNB margin, it has also consistently been among the top three private life insurers in terms of market share based on total new business premium between Fiscal 2015 and Fiscal 2017, according to CRISIL.
The Company has a pan-India presence, comprising 414 branches and spokes across India as at September 30, 2017, supported by a dedicated workforce of 16,544 full-time employees.
The Company’s bancassurance partners include banks, non-banking financial companies, micro-finance institutions and small finance banks in India. The number of major bancassurance partners grew from 31 as at March 31, 2015 to 125 as at September 30, 2017. The top 15 bancassurance partners (in terms of total new business premium sourced for the period ended September 30, 2017) had over 11,200 branches across India as at September 30, 2017. The Company has a broad, diversified product portfolio covering five principal segments across the individual and group categories, namely participating, non-participating protection term, non-participating protection health, other non-participating and unit-linked insurance products. As at September 30, 2017, its product portfolio comprised 32 individual and ten group products, as well as eight optional rider benefits.
In Fiscal 2012, The Company established a wholly-owned subsidiary, HDFC Pension, to operate its pension fund business under the National Pension System (NPS). And in Fiscal 2016, the Company established its first international wholly-owned subsidiary in the UAE, HDFC International, to operate its reinsurance business.
“CRISIL Research, a division of CRISIL Limited (“CRISIL”) has taken due care and caution in preparing this
report (the “Report”) based on the Information obtained by CRISIL from sources which it considers reliable (the
“Data”). However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is
not responsible for any errors or omissions or for the results obtained from the use of Data / Report. This Report is
not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any
law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users /
transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is to
be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have
the necessary permission and/or registration to carry out its business activities in this regard. HDFC Standard Life
Insurance Company Limited will be responsible for ensuring compliances and consequences of non-compliances
for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have
access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd
(CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in
this Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may
be published/reproduced in any form without CRISIL’s prior written approval.”
Embedded Value Report:
“References to the Embedded Value Report are to the report from the Independent Actuary dated October 18, 2017
and titled “Report on Indian Embedded Value as at 31 March 2017” and references to the Supplementary
Embedded Value Report are to the report dated October 18, 2017 and titled “Results of Indian Embedded Value as
at 30 September, 2017”. References to the Embedded Value Report and the Supplementary Embedded Value
Report should be read in conjunction with reports in their entirety and in conjunction with the disclaimers, context
and assumptions set forth therein.”
For disclaimers clauses of SEBI, IRDAI, BSE and NSE please refer to pages 669 and 689 of the Red Herring prospectus .