HDFC ASSET MANAGEMENT COMPANY LIMITED

HDFC Asset Management Company Limited: Initial Public Offer to open on July 25, 2018 and to close on July 27, 2018

Price Band: Rs. 1,095 to Rs. 1,100 per Equity Share

HDFC Asset Management Company Limited (the “Company” or “Issuer”), proposes to open an initial public offering of up to 25,457,555 equity shares of face value of Rs. 5 Each (“Equity Shares”) for cash through an offer for sale of up to 8,592,970 Equity Shares by Housing Development Finance Corporation Limited and up to 16,864,585 Equity Shares by Standard Life Investments Limited (together, “Promoter Selling Shareholders” and such offering, the “Offer”). The Offer comprises a Net Offer to the Public of up to 22,177,555 Equity Shares (“Net Offer”), a reservation of up to 320,000 Equity Shares (constituting up to 0.15% of the post-Offer paid up Equity Share Capital) for purchase by the Eligible HDFC AMC Employees (as defined In “Definitions and Abbreviations”) (“HDFC AMC Employee Reservation Portion”), a reservation of up to 560,000 Equity Shares (constituting up to 0.26% of the post-Offer paid up Equity Share Capital) for purchase by the Eligible HDFC Employees (as defined in “Definitions and Abbreviations”) (“HDFC Employee Reservation Portion”) and a reservation of up to 2,400,000 Equity Shares (constituting up to 1.13% of the post-Offer Paid Up Equity Share Capital) for purchase by Eligible HDFC Shareholders (As defined In “Definitions and Abbreviations”) (“HDFC Shareholders Reservation Portion”). The Offer and the Net Offer shall constitute 12.01% and 10.46% of the Post-Offer Paid-Up Equity Share Capital of the Company, respectively.

The Bid/Offer Period closes on July 27, 2018. The Company and the Promoter Selling Shareholders in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Offer Opening Date; i.e., July 24, 2018.

The Price Band for the Offer is from Rs. 1,095 to Rs. 1,100 per Equity Share. Bids can be made for a minimum lot of 13 Equity Shares and in multiples of 13 Equity Shares thereafter.

The Equity Shares are proposed to be listed on BSE and NSE.

The Book Running Lead Managers (“BRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Axis Capital Limited, DSP Merrill Lynch Limited, Citigroup Global Markets India Private Limited, CLSA India Private Limited, HDFC Bank Limited, ICICI Securities Limited, IIFL Holdings Limited, JM Financial Limited, J. P. Morgan India Private Limited, Morgan Stanley India Company Private Limited and Nomura Financial Advisory and Securities (India) Private Limited.

The Offer is being made through the Book Building Process and in accordance with 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”), provided that the Company and the Promoter Selling Shareholders, in consultation with the BRLMs, 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. 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 on a proportionate basis 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 Self Certified Syndicate Banks (“SCSBs”), to participate in this Offer. Anchor Investors are not permitted to participate in the Offer through the ASBA process.

Disclaimer:

HDFC ASSET MANAGEMENT COMPANY LIMITED is proposing, subject to receipt of requisite approvals, market and other considerations to make an initial public offering of its Equity Shares and has registered the RHP dated July 13, 2018 with the Registrar of Companies, Maharashtra at Mumbai. The RHP is available on the website of the SEBI at www.sebi.gov.in, the websites of the Stock Exchanges, www.bseindia.com and www.nseindia.com and the websites of the BRLMs at http://investmentbank.kotak.com, www.axiscapital.co.in, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, http://www.ml-india.com, www.india.clsa.com, www.hdfcbank.com, www.icicisecurities.com, www.iiflcap.com, www.jmfl.com, www.jpmipl.com, http://www.morganstanley.com/indiaofferdocuments and www.nomuraholdings.com/company/group/asia/india/index.html. Investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, see “Risk Factors” on page 19 of the RHP. Potential investors should not rely on the DRHP filed with the SEBI for any investment decision.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any other applicable law of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940 (“U.S. Investment Company Act”), and investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (i) to persons in the United States or to, or for the account or benefit of, U.S. Persons, in each case that are both “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act and “qualified purchasers” as defined under the U.S. Investment Company Act in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons 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. The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a U.S. Person by pre-arrangement or otherwise (including, for the avoidance of doubt, a bona fide sale on the Bombay Stock Exchange or the National Stock Exchange).

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP. 

HDFC Asset Management Company Limited, operates as a joint venture between Housing Development Finance Corporation Limited (“HDFC”) and Standard Life Investments Limited (“SLI”), has been the most profitable asset management company in India in terms of net profits since Fiscal 2013, according to CRISIL. The Company had a total AUM of Rs. 2,91,985 crore as of March 31, 2018. Its profits have grown every year since the first full year of operations in Fiscal 2002. It has been the largest asset management company in India in terms of equity-oriented AUM since the last quarter of Fiscal 2011 and has consistently been among the top two asset management companies in India in terms of total average AUM since the month of August 2008, according to CRISIL. As of March 31, 2018, it served customers in over 200 cities through a pan-India network of 209 branches (and a representative office in Dubai) and service centres of the registrar and transfer agent (“RTA”), which is supported by a strong and diversified network of over 65,000 empaneled distribution partners across India, consisting of independent financial advisors (“IFAs”), national distributors and banks.