RED HERRING PROSPECTUS Dated September 7, 2016 Please read Section 32 of the Companies Act, 2013 Book Built Offer ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Our Company was incorporated at Mumbai on July 20, 2000 as ICICI Prudential Life Insurance Company Limited, a public limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement of business on October 16, 2000. For details relating to change in the registered office of our Company, see “History and Certain Corporate Matters” on page 179. Registered Office and Corporate Office: ICICI PruLife Towers, 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025; Tel: (91 22) 4039 1600; Fax: (91 22) 6662 2031 Contact Person: Vyoma Manek, Company Secretary and Compliance Officer E-mail: [email protected]; Website: www.iciciprulife.com Corporate Identity Number: U66010MH2000PLC127837; IRDAI Registration Number: 105, dated November 24, 2000 OUR PROMOTERS: ICICI BANK LIMITED AND PRUDENTIAL CORPORATION HOLDINGS LIMITED PUBLIC OFFER OF UP TO 181,341,058 EQUITY SHARES OF FACE VALUE OF 10 EACH (“EQUITY SHARES”) OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED (OUR “COMPANY”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE, THROUGH AN OFFER FOR SALE BY ICICI BANK LIMITED (“PROMOTER SELLING SHAREHOLDER”), AGGREGATING UP TO [●] MILLION (THE “OFFER”), INCLUDING A RESERVATION OF UP TO 18,134,105 EQUITY SHARES FOR PURCHASE BY ICICI BANK SHAREHOLDERS (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) FOR CASH AT A PRICE OF [] PER EQUITY SHARE AGGREGATING UP TO [●] MILLION (THE “ICICI BANK SHAREHOLDERS RESERVATION PORTION”). THE OFFER WOULD CONSTITUTE 12.63 %OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 11.37 % OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBRLMS”) AND THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, ALL EDITIONS OF JANSATTA AND MUMBAI EDITION OF NAVSHAKTI (WHICH ARE ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES. In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE and NSE, by issuing a press release, and also by indicating the change on the websites of the GCBRLMs and the BRLMs and at the terminals of the Syndicate Members and by intimation to Self Certified Syndicate Banks (“SCSBs”), Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). 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 (“SEBI Regulations”), wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the Promoter Selling Shareholder may, in consultation with the GCBRLMs and the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, 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 r emainder 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 Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the SCSBs, to participate in this Offer. For details, see “Offer Procedure” beginning on page 558. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price (determined and justified by our Company and the Promoter Selling Shareholder, in consultation with the GCBRLMs and the BRLMs, as stated under “Basis for Offer Price” beginning on page 112) 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 or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the 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 in the Offer have not been recommended or approved by Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 24. DISCLAIMER CLAUSE OF THE INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (THE “IRDAI”) The IRDAI does not undertake any responsibility for the financial soundness of our Company or for the correctness of any of the statements made or opinions expressed in this connection. Any approval by the IRDAI under the IRDAI Issuance of Capital Regulations (as defined in “Definitions and Abbreviations”) shall not in any manner be deemed to be or serve as a validation of the representations by our Company in the offer document. COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility that this Red Herring Prospectus contains all information about itself as the Promoter Selling Shareholder in the context of the Offer and assumes responsibility for statements in relation to itself included in this Red Herring Prospectus. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to letter bearing number DCS/IPO/NP/IP/263/2016-17 dated July 28, 2016 and letter bearing number NSE/LIST/82507 dated August 3, 2016, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus and the Prospectus shall be delivered for registration to the Registrar of Companies, Mumbai (“RoC”) in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 610. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGERS DSP Merrill Lynch Limited Ground Floor, A Wing, One BKC G Block, Bandra Kurla Complex Bandra (East) Mumbai 400 051 Tel: (91 22) 6632 8000 Fax: (91 22) 2204 8518 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.dspml.com Contact person: Radha Chakka SEBI registration number: INM000011625 ICICI Securities Limited* ICICI Center, H.T. Parekh Marg Churchgate Mumbai 400 020 Tel: (91 22) 2288 2460 Fax: (91 22) 2282 6580 E-mail: [email protected]Investor grievance e-mail: customercare@icicisecurities.com Website: www.icicisecurities.com Contact person: Amit Joshi / Ujjaval Kumar SEBI registration number: INM000011179 CLSA India Private Limited # 8/F Dalamal House Nariman Point Mumbai 400 021 Tel: (91 22) 6650 5050 Fax: (91 22) 2284 0271 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.india.clsa.com Contact person: Sarfaraz Agboatwala SEBI registration number: INM000010619 # Formerly CLSA India Limited Deutsche Equities India Private Limited The Capital, 14th floor C -70, G Block, Bandra Kurla Complex Mumbai 400 051 Tel: (91 22) 7180 4444 Fax: (91 22) 7180 4199 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.db.com/India Contact person: Viren Jairath SEBI registration number: INM000010833 Edelweiss Financial Services Limited 14th Floor, Edelweiss House Off. C.S.T. Road, Kalina Mumbai 400 098 Tel: (91 22) 4086 3535 Fax: (91 22) 4086 3610 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.edelweissfin.com Contact person: Pradeep Tewani SEBI registration number: INM0000010650 BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER HSBC Securities and Capital Markets (India) Private Limited 52/60, Mahatma Gandhi Road, Fort Mumbai 400 001 Tel: (91 22) 2268 5555 Fax: (91 22) 2263 1284 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: http://www.hsbc.co.in/1/2/corporate/equ ities-globalinvestment-banking Contact person: Mayank Jain/ Shreye Mirani SEBI registration number: INM000010353 IIFL Holdings Limited 10 th Floor, IIFL Centre Kamala City, Senapati Bapat Marg Lower Parel (West) Mumbai 400 013 Tel: (91 22) 4646 4600 Fax: (91 22) 2493 1073 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.iiflcap.com Contact person: Gaurav Singhvi/ Pinak Bhattacharyya SEBI registration number: INM000010940 JM Financial Institutional Securities Limited 7th Floor, Cnergy Appasaheb Marathe Marg Prabhadevi Mumbai 400 025 Tel: (91 22) 6630 3030 Fax: (91 22) 6630 3330 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: www.jmfl.com Contact person: Lakshmi Lakshmanan SEBI registration number: INM000010361 SBI Capital Markets Limited 202, Maker Tower ‘E’ Cuffe Parade Mumbai 400 005 Tel: (91 22) 2217 8300 Fax: (91 22) 2218 8332 E-mail: [email protected]Investor Grievance e-mail: [email protected]Website: www.sbicaps.com Contact person: Gitesh Vargantwar SEBI registration number: INM000003531 UBS Securities India Private Limited 2/F, 2 North Avenue, Maker Maxity Bandra-Kurla Complex Bandra (East) Mumbai 400 051 Tel: (91 22) 6155 6000 Fax: (91 22) 6155 6292 E-mail: OL-[email protected]Investor grievance e-mail: [email protected]Website: www.ubs.com/indianoffers Contact person: Jasmine Kaur SEBI registration number: INM000010809 Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32 Gachibowli, Financial District Nanakramguda Hyderabad 500 032 Tel: (91 40) 6716 2222 Fax: (91 40) 2343 1551 E-mail: [email protected]Investor grievance e-mail: [email protected]Website: https://karisma.karvy.com Contact person: M. Murali Krishna SEBI registration number: INR000000221 BID/OFFER PROGRAMME BID/OFFER OPENS ON** September 19, 2016 ** BID/OFFER CLOSES ON*** September 21, 2016 * 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, ICICI Securities Limited will be involved only in marketing of the Offer. **Our Company and the Promoter Selling Shareholder may, in consultation with the GCBRLMs and the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date. .
33
Embed
ICICI PRUDENTIAL LIFE INSURANCE COMPANY … HERRING PROSPECTUS Dated September 7, 2016 Please read Section 32 of the Companies Act, 2013 Book Built Offer ICICI PRUDENTIAL LIFE INSURANCE
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
RED HERRING PROSPECTUS
Dated September 7, 2016
Please read Section 32 of the Companies Act, 2013
Book Built Offer
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
Our Company was incorporated at Mumbai on July 20, 2000 as ICICI Prudential Life Insurance Company Limited, a public limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement of business on
October 16, 2000. For details relating to change in the registered office of our Company, see “History and Certain Corporate Matters” on page 179.
OUR PROMOTERS: ICICI BANK LIMITED AND PRUDENTIAL CORPORATION HOLDINGS LIMITED
PUBLIC OFFER OF UP TO 181,341,058 EQUITY SHARES OF FACE VALUE OF 10 EACH (“EQUITY SHARES”) OF ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED (OUR “COMPANY”) FOR CASH AT A
PRICE OF [●] PER EQUITY SHARE, THROUGH AN OFFER FOR SALE BY ICICI BANK LIMITED (“PROMOTER SELLING SHAREHOLDER”), AGGREGATING UP TO [●] MILLION (THE “OFFER”), INCLUDING A
RESERVATION OF UP TO 18,134,105 EQUITY SHARES FOR PURCHASE BY ICICI BANK SHAREHOLDERS (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) FOR CASH AT A PRICE OF [�] PER EQUITY
SHARE AGGREGATING UP TO [●] MILLION (THE “ICICI BANK SHAREHOLDERS RESERVATION PORTION”). THE OFFER WOULD CONSTITUTE 12.63 % OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL
AND THE NET OFFER SHALL CONSTITUTE 11.37 % OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE PROMOTER SELLING SHAREHOLDER IN
CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBRLMS”) AND THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL
EDITIONS OF FINANCIAL EXPRESS, ALL EDITIONS OF JANSATTA AND MUMBAI EDITION OF NAVSHAKTI (WHICH ARE ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL
LANGUAGE OF MAHARASHTRA, WHERE THE REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING
DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price
Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE and NSE, by issuing a press release, and also by indicating the change on the websites of the GCBRLMs and the BRLMs and at the terminals of
the Syndicate Members and by intimation to Self Certified Syndicate Banks (“SCSBs”), Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”). 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 (“SEBI Regulations”), wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers
(“QIBs”), provided that our Company and the Promoter Selling Shareholder may, in consultation with the GCBRLMs and the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be
reserved for domestic Mutual Funds only, 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 Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the SCSBs, to participate in this Offer. For details, see “Offer Procedure” beginning on page 558.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The
Offer Price (determined and justified by our Company and the Promoter Selling Shareholder, in consultation with the GCBRLMs and the BRLMs, as stated under “Basis for Offer Price” beginning on page 112) 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 or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the 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 in the Offer have not been recommended
or approved by Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 24.
DISCLAIMER CLAUSE OF THE INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (THE “IRDAI”)
The IRDAI does not undertake any responsibility for the financial soundness of our Company or for the correctness of any of the statements made or opinions expressed in this connection. Any
approval by the IRDAI under the IRDAI Issuance of Capital Regulations (as defined in “Definitions and Abbreviations”) shall not in any manner be deemed to be or serve as a validation of the
representations by our Company in the offer document.
COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Red Herring 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility that
this Red Herring Prospectus contains all information about itself as the Promoter Selling Shareholder in the context of the Offer and assumes responsibility for statements in relation to itself included in this Red Herring Prospectus.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to letter bearing number
DCS/IPO/NP/IP/263/2016-17 dated July 28, 2016 and letter bearing number NSE/LIST/82507 dated August 3, 2016, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus and
the Prospectus shall be delivered for registration to the Registrar of Companies, Mumbai (“RoC”) in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date
of this Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 610.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS BOOK RUNNING LEAD MANAGERS
* 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, ICICI Securities Limited will be
involved only in marketing of the Offer.
**Our Company and the Promoter Selling Shareholder may, in consultation with the GCBRLMs and the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Offer Period shall be one
Working Day prior to the Bid/Offer Opening Date.
.
85
THE OFFER
Offer of Equity Shares(1)
Up to 181,341,058 Equity Shares
Including
ICICI Bank Shareholders Reservation Portion Up to 18,134,105 Equity Shares
Net Offer Up to 163,206,953 Equity Shares
Of which
A) QIB portion(2)(3)
Not more than 81,603,476 Equity Shares
Of which
(i) Anchor Investor Portion Up to 48,962,085 Equity Shares
(ii) Balance available for allocation to QIBs other than
Anchor Investors (assuming Anchor Investor Portion is
fully subscribed)
Up to 32,641,391 Equity Shares
Of which
Available for allocation to Mutual Funds only (5% of
the QIB Portion (excluding the Anchor Investor
Portion))
At least 1,632,070 Equity Shares
Balance of QIB Portion for all QIBs including Mutual Funds 31,009,321 Equity Shares
B) Non-Institutional Portion(3)
Not less than 24,481,043 Equity Shares
C) Retail Portion(3)
Not less than 57,122,434 Equity Shares
Equity Shares pre and post Offer
Equity Shares outstanding prior to the Offer 1,435,324,010 Equity Shares
Equity Shares outstanding after the Offer 1,435,324,010 Equity Shares
(1) ICICI Bank has approved its participation in the Offer pursuant to a resolution passed by its board of directors dated
April 29, 2016 read with letter dated May 11, 2016 issued by ICICI Bank. The Equity Shares to be offered in the Offer
have been held by the Promoter Selling Shareholder for a period of at least one year prior to the date of the Draft Red
Herring Prospectus and hence are eligible for being offered for sale in the Offer. Further, our Board of Directors and
our Shareholders have approved the Offer pursuant to the resolutions dated April 26, 2016 and June 24, 2016,
respectively.
(2) Our Company and the Promoter Selling Shareholder, in consultation with the GCBRLMs and the BRLMs, may allocate
up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI Regulations. One
third of the Anchor Investor Portion 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. For further details, including restrictions
on allotment in the Offer, see “Offer Procedure” beginning on page 558.
(3) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category (including
the ICICI Bank Shareholders Reservation Portion), except in the QIB Portion, would be allowed to be met with spill over
from any other category or combination of categories at the discretion of our Company and the Promoter Selling
Shareholder, in consultation with the GCBRLMs and the BRLMs and the Designated Stock Exchange. The unsubscribed
portion if any, in the ICICI Bank Shareholders Reservation Portion shall be added back to the Net Offer. In case of
under-subscription in the Net Offer, spill-over to the extent of such under subscription shall be permitted from the ICICI
Bank Shareholders Reservation Portion. ICICI Bank Shareholders bidding at a price within the Price Band can make
payment at the Bid Amount, at the time of making a Bid. Further, in terms of the Listed Indian Insurance Companies
Guidelines, no person shall be Allotted Equity Shares representing 1% or more and less than 5% of the post-Offer paid
up equity capital of our Company without satisfying the ‘fit and proper’ criteria set out by our Company, through a self
certification process. In addition, no person shall be Allotted Equity Shares representing 5% or more of the post-Offer
paid up equity capital of our Company, unless prior approval of the IRDAI has been obtained by the Bidder in this
regard. Accordingly, our Company shall not Allot Equity Shares pursuant to the Offer to any Bidder, in the event the
total post-Offer paid up capital held by such Bidder is likely to exceed 5% of the paid up capital of our Company after
the Allotment without such approval. For further details, see “Regulations and Policies”, “Offer Procedure - Bids by
Bidders for 1% or more and less than 5% of the post-Offer paid up equity share capital of our Company” and “Offer
Structure” on pages 171, 558 and 552, respectively.
Allocation to investors in all categories, except the Retail Portion and the Anchor Investor Portion, if any, shall be made on a
proportionate basis.
86
GENERAL INFORMATION
Our Company was incorporated at Mumbai on July 20, 2000 as ICICI Prudential Life Insurance Company Limited, a public
limited company under the Companies Act, 1956. Our Company obtained the certificate of commencement of business on
October 16, 2000. Our Company is registered with IRDAI for carrying out the business of life insurance pursuant to the
registration certificate dated November 24, 2000.
For details of the business of our Company and change in registered office, see “Our Business” and “History and Certain
Corporate Matters” on page 140 and 179.
Registered Office and Corporate Office of our Company
Quarter ended 60,125 10 30-130 Allotment under the Cash 1,427,226,231 14,272,262,310 33,475,045,836
)
) )
)
96
Date of allotment
of Equity Shares
Number of
Equity Shares
allotted
Face
value (
)
Issue price
(including
premium if
applicable) (
)
Reason for allotment Consi
derati
on
Cumulative
number of
Equity Shares
Cumulative
paid-up
Equity Share
capital
( )
Cumulative
securities
premium
( )
December 31,
2008
ESOS Scheme (34)
Quarter ended
March 31, 2009
31,062 10 30-130 Allotment under the
ESOS Scheme (35)
Cash 1,427,257,293 14,272,572,930 33,476,870,876
Quarter ended
June 30, 2009
8,350 10 42-70 Allotment under the
ESOS Scheme (36)
Cash 1,427,265,643 14,272,656,430 33,477,271,076
Quarter ended
December 31,
2009
9,375 10 42-70 Allotment under the
ESOS Scheme (37)
Cash 1,427,275,018 14,272,750,180 33,477,728,576
Quarter ended
March 31, 2010
867,865 10 30-130 Allotment under the
ESOS Scheme (38)
Cash 1,428,142,883 14,281,428,830 33,528,186,456
Quarter ended
September 30,
2010
153,074 10 30-130 Allotment under the
ESOS Scheme (39)
Cash 1,428,295,957 14,282,959,570 33,537,518,536
Quarter ended
March 31, 2011
165,192 10 30-130 Allotment under the
ESOS Scheme (40)
Cash 1,428,461,149 14,284,611,490 33,545,848,956
Quarter ended
March 31, 2012
387,975 10 30-130 Allotment under the
ESOS Scheme (41)
Cash 1,428,849,124 14,288,491,240 33,578,439,056
Quarter ended
December 31,
2012
46,625 10 30-130 Allotment under the
ESOS Scheme (42)
Cash 1,428,895,749 14,288,957,490 33,581,426,556
Quarter ended
March 31, 2013
43,500 10 42-130 Allotment under the
ESOS Scheme (43)
Cash 1,428,939,249 14,289,392,490 33,584,027,120
Quarter ended
September 30,
2013
175,663 10 30-130 Allotment under the
ESOS Scheme (44)
Cash 1,429,114,912 14,291,149,120 33,595,113,680
Quarter ended
March 31, 2014
140,775 10 42-130 Allotment under the
ESOS Scheme (45)
Cash 1,429,255,687 14,292,556,870 33,602,771,480
Quarter ended
June 30, 2014
135,238 10 30-130 Allotment under the
ESOS Scheme (46)
Cash 1,429,390,925 14,293,909,250 33,612,196,560
Quarter ended
September 30,
2014
360,899 10 30-130 Allotment under the
ESOS Scheme (47)
Cash 1,429,751,824 14,297,518,240 33,640,076,040
Quarter ended
December 31,
2014
164,407 10 30-130 Allotment under the
ESOS Scheme (48)
Cash 1,429,916,231 14,299,162,310 33,651,565,200
Quarter ended
March 31, 2015
1,800,760 10 30-130 Allotment under the
ESOS Scheme (49)
Cash 1,431,716,991 14,317,169,910 33,777,359,220
Quarter ended
June 30, 2015
117,290 10 70-130 Allotment under the
ESOS Scheme (50)
Cash 1,431,834,281 14,318,342,810 33,788,884,020
Quarter ended
September 30,
2015
127,502 10 70-130 Allotment under the
ESOS Scheme (51)
Cash 1,431,961,783 14,319,617,830 33,800,719,260
Quarter ended
December 31,
2015
231,490 10 30-130 Allotment under the
ESOS Scheme (52)
Cash 1,432,193,273 14,321,932,730 33,823,450,160
Quarter ended
March 31, 2016
126,075 10 70-130 Allotment under the
ESOS Scheme (53)
Cash 1,432,319,348 14,323,193,480 33,836,329,160
Quarter ended
June 30, 2016
549,828 10 30-130 Allotment under the
ESOS Scheme (54)
Cash 1,432,869,176 14,328,691,760 33,894,697,520
Quarter ending
September 30,
2016
2,454,834 10 30-130 Allotment under the
ESOS Scheme (55)
Cash 1,435,324,010 14,353,240,100 34,131,396,680
*Date of subscription to the Memorandum is July 18, 2000.
1. 50,000 Equity Shares were allotted to ICICI Bank (formerly known as ICICI Limited), and seven individuals who held the Equity Shares of our
Company as nominees of ICICI Bank, pursuant to the board resolution passed on July 25, 2000.
2. 110,950,000 Equity Shares were allotted to ICICI Bank (formerly known as ICICI Limited).
3. 39,000,000 Equity Shares were allotted to PCHL.
4. 29,600,000 and 10,400,000 Equity Shares were allotted to ICICI Bank (formerly known as ICICI Limited) and PCHL, respectively.
5. 29,600,000 and 10,400,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
)
) )
)
97
6. 70,300,000 and 24,700,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
7. 37,000,000 and 13,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
8. 37,000,000 and 13,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
9. 74,000,000 and 26,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
10. 74,000,000 and 26,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
11. 37,000,000 and 13,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
12. 111,000,000 and 39,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
13. 74,000,000 and 26,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
14. 118,400,000 and 41,600,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
15. 74,000,000 and 26,000,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
16. 15,857,143 and 5,571,428 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
17. An aggregate of 4,000 Equity Shares have been allotted by our Company under the ESOS Scheme on May 18, 2006. The allotments were made to an
employee of our Company as of the date of the allotment.
18. 26,428,570 and 9,285,714 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
19. An aggregate of 25,030 Equity Shares have been allotted by our Company under the ESOS Scheme to one employee of our Company on July 7, 2006, to one employee of our Company on August 2, 2006, to one employee of our Company on August 31, 2006 and to two employees of our Company on
September 22, 2006.
20. 24,313,638 and 8,542,629 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
21. An aggregate of 24,080 Equity Shares have been allotted by our Company under the ESOS Scheme to one employee of our Company on October 20,
2006, to two employees of our Company on November 7, 2006, to two employees of our Company on December 27, 2006 and 530 Equity Shares to four employees of our Company on December 29, 2006.
22. 25,829,220 and 9,075,132 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
23. An aggregate of 2,344,951 Equity Shares have been allotted by our Company under the ESOS Scheme to three employees of our Company on March
15, 2007, to 86 employees of our Company on March 30, 2007 and to 68 employees of our Company on March 31, 2007.
24. 17,115,034 and 6,013,390 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
25. 13,054,196 and 4,586,610 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
26. 18,784,615 and 6,600,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
27. 9,091,429 and 3,194,285 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
28. 7,585,000 and 2,665,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
29. An aggregate of 122,629 Equity Shares have been allotted by our Company under the ESOS Scheme to 11 employees of our Company on February 28,
2008 and to seven employees of our Company on March 31, 2008.
30. 9,250,000 and 3,250,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
31. 5,550,000 and 1,950,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
32. An aggregate of 1,052,383 Equity Shares have been allotted by our Company under the ESOS Scheme to six employees of our Company on July 10, 2008, to 35 employees of our Company on August 5, 2008 and to 30 employees of our Company on August 25, 2008.
33. 3,700,000 and 1,300,000 Equity Shares were allotted to ICICI Bank and PCHL, respectively.
34. An aggregate of 60,125 Equity Shares have been allotted by our Company under the ESOS Scheme to eight employees of our Company on November
6, 2008.
35. An aggregate of 31,062 Equity Shares have been allotted by our Company under the ESOS Scheme to six employees of our Company on March 24,
2009.
36. An aggregate of 8,350 Equity Shares have been allotted by our Company under the ESOS Scheme to two employees of our Company on June 9, 2009.
37. An aggregate of 9,375 Equity Shares have been allotted by our Company under the ESOS Scheme to one employee of our Company on November 6, 2009.
38. An aggregate of 867,865 Equity Shares have been allotted by our Company under the ESOS Scheme to 60 employees of our Company on March 26,
2010 and to nine employees of our Company on March 31, 2010.
98
39. An aggregate of 153,074 Equity Shares have been allotted by our Company under the ESOS Scheme to 17 employees of our Company on September
22, 2010.
40. An aggregate of 165,192 Equity Shares have been allotted by our Company under the ESOS Scheme to nine employees of our Company on March 28,
2011.
41. An aggregate of 387,975 Equity Shares have been allotted by our Company under the ESOS Scheme to 11 employees of our Company on January 13, 2012 and to eight employees of our Company on March 28, 2012.
42. An aggregate of 46,625 Equity Shares have been allotted by our Company under the ESOS Scheme to six employees of our Company on October 3,
2012.
43. An aggregate of 43,500 Equity Shares have been allotted by our Company under the ESOS Scheme to two employees of our Company on January 7,
2013 and to one employee of our Company on March 26, 2013.
44. An aggregate of 175,663 Equity Shares have been allotted by our Company under the ESOS Scheme to four employees of our Company on July 5, 2013 and to two employees of our Company on September 27, 2013.
45. An aggregate of 140,775 Equity Shares have been allotted by our Company under the ESOS Scheme to two employees of our Company on January 3,
2014 and to one employee of our Company on March 24, 2014.
46. An aggregate of 135,238 Equity Shares have been allotted by our Company under the ESOS Scheme to 11 employees of our Company on June 11, 2014.
47. An aggregate of 360,899 Equity Shares have been allotted by our Company under the ESOS Scheme to three employees of our Company on July 9,
2014, to seven employees of our Company on September 3, 2014 and to 12 employees of our Company on September 29, 2014.
48. An aggregate of 164,407 Equity Shares have been allotted by our Company under the ESOS Scheme to seven employees of our Company on November
4, 2014, and to five employees of our Company on December 1, 2014.
49. An aggregate of 1,800,760 Equity Shares have been allotted by our Company under the ESOS Scheme to eight employees of our Company on January 2, 2015, to 14 employees of our Company on February 11, 2015 and to 22 employees of our Company on March 5, 2015.
50. An aggregate of 117,290 Equity Shares have been allotted by our Company under the ESOS Scheme on to 16 employees of our Company on April 2,
2015 and to two employees of our Company on June 3, 2015.
51. An aggregate of 127,502 Equity Shares have been allotted by our Company under the ESOS Scheme to seven employees of our Company on July 16,
2015, to two employees of our Company on August 18, 2015 and to four employees of our Company on September 23, 2015.
52. An aggregate of 231,490 Equity Shares have been allotted by our Company under the ESOS Scheme to four employees of our Company on October 21, 2015 and to eight employees of our Company on December 14, 2015.
53. An aggregate of 126,075 Equity Shares have been allotted by our Company under the ESOS Scheme to four employees of our Company on January 7,
2016, to two employees of our Company on February 17, 2016 and to two employees of our Company on March 25, 2016.
54. An aggregate of 549,828 Equity Shares have been allotted by our Company under the ESOS Scheme to five employees of our Company on May 12,
2016, to nine employees of our Company on June 2, 2016 and to 11 employees of our Company on June 15, 2016.
55. An aggregate of 2,454,834 Equity Shares have been allotted by our Company under the ESOS Scheme to 23 employees of our Company on July 12, 2016, to 65 employees of our Company on August 26, 2016 and to six employees of our Company on August 29, 2016.
2. The details of the Equity Shares allotted for consideration other than cash:
Our Company has not allotted any Equity Shares for consideration other than cash or out of revaluation reserves.
(2) Issue of Shares in the last two preceding years
For details of issue of Equity Shares by our Company in the last two preceding years, see “Capital Structure – Share
Capital History of our Company” from pages 94 to 98.
(3) History of the Equity Share capital held by our Promoters
As on the date of this Red Herring Prospectus, our Promoters hold 1,339,942,546 Equity Shares, constituting 93.35%
of the issued, subscribed and paid-up Equity Share capital of our Company. The details regarding our Promoters’
shareholding is set out below.
a. Build-up of our Promoters’ shareholding in our Company
The following table sets forth details of the build-up of the shareholding of our Promoters since incorporation of our
Company:
99
Date of
transaction
Nature of
transaction
Number of
Equity
Shares
Nature of
consideration
Face value
( )
Issue price /
transfer price
per Equity
Share ( )
Percentage of the
pre-Offer capital
(%)
Percentage of
the post-Offer
capital (%)
ICICI Bank
July 18, 2000 Subscription to
the
Memorandum
of Association
50,000 Cash 10 10 Negligible Negligible
October 18,
2000
Allotment 110,950,000 Cash 10 10 7.73 7.73
March 27,
2002
Allotment 29,600,000 Cash 10 10 2.06 2.06
June 26, 2002 Allotment 29,600,000 Cash 10 10 2.06 2.06
September
13, 2002
Allotment 70,300,000 Cash 10 10 4.90 4.90
January 30,
2003
Allotment 37,000,000 Cash 10 10 2.58 2.58
March 24,
2003
Allotment 37,000,000 Cash 10 10 2.58 2.58
July 9, 2003 Allotment 74,000,000 Cash 10 10 5.16 5.16
November 29,
2003
Allotment 74,000,000 Cash 10 10 5.16 5.16
March 12,
2004
Allotment 37,000,000 Cash 10 10 2.58 2.58
September
30, 2004
Allotment 111,000,000 Cash 10 10 7.73 7.73
February 3,
2005
Allotment 74,000,000 Cash 10 10 5.16 5.16
September
30, 2005
Allotment 118,400,000 Cash 10 10 8.25 8.25
December 20,
2005
Allotment 74,000,000 Cash 10 10 5.16 5.16
June 30, 2006 Allotment 15,857,143 Cash 10 70 1.10 1.10
August 31,
2006
Allotment 26,428,570 Cash 10 70 1.84 1.84
December
29,2006
Allotment 24,313,638 Cash 10 70 1.69 1.69
March 30,
2007
Allotment 25,829,220 Cash 10 70 1.80 1.80
June 29, 2007 Allotment 17,115,034 Cash 10 130 1.19 1.19
August 17,
2007
Allotment 13,054,196 Cash 10 130 0.91 0.91
September
28, 2007
Allotment 18,784,615 Cash 10 130 1.31 1.31
December 31,
2007
Allotment 9,091,429 Cash 10 350 0.63 0.63
February
29,2008
Allotment 7,585,000 Cash 10 400 0.53 0.53
June 30, 2008 Allotment 9,250,000 Cash 10 400 0.64 0.64
September
30, 2008
Allotment 5,550,000 Cash 10 400 0.39 0.39
October 22,
2008
Allotment 3,700,000 Cash 10 400 0.26 0.26
August 1,
2008 to
November 21,
2008
Transfer(1)
1,704,062 Cash 10 400 0.12 0.12
August 24,
2009
Transfer(2)
148,000 Cash 10 217.20 0.01 0.01
December 31,
2015
Transfer(3)
(57,435,497) Cash 10 226.34 4.00 4.00
100
Date of
transaction
Nature of
transaction
Number of
Equity
Shares
Nature of
consideration
Face value
( )
Issue price /
transfer price
per Equity
Share ( )
Percentage of the
pre-Offer capital
(%)
Percentage of
the post-Offer
capital (%)
March 31,
2016
Transfer(4)
(28,717,748) Cash 10 226.34 2.00 2.00
Sub-Total 969,157,662 67.52 67.52
PCHL
October 23,
2000
Allotment 39,000,000 Cash 10 10 2.72 2.72
March 27,
2002
Allotment 10,400,000 Cash 10 10 0.72 0.72
June 26, 2002 Allotment 10,400,000 Cash 10 10 0.72 0.72
September
13, 2002
Allotment 24,700,000 Cash 10 10 1.72 1.72
January 30,
2003
Allotment 13,000,000 Cash 10 10 0.91 0.91
March 24,
2003
Allotment 13,000,000 Cash 10 10 0.91 0.91
July 9, 2003 Allotment 26,000,000 Cash 10 10 1.81 1.81
November
29, 2003
Allotment 26,000,000 Cash 10 10 1.81 1.81
March 12,
2004
Allotment 13,000,000 Cash 10 10 0.91 0.91
September
30, 2004
Allotment 39,000,000 Cash 10 10 2.72 2.72
February 3,
2005
Allotment 26,000,000 Cash 10 10 1.81 1.81
September
30, 2005
Allotment 41,600,000 Cash 10 10 2.90 2.90
December 20,
2005
Allotment 26,000,000 Cash 10 10 1.81 1.81
June 30, 2006 Allotment 5,571,428 Cash 10 70 0.39 0.39
August 31,
2006
Allotment 9,285,714 Cash 10 70 0.65 0.65
December
29,2006
Allotment 8,542,629 Cash 10 70 0.60 0.60
March 30,
2007
Allotment 9,075,132 Cash 10 70 0.63 0.63
June 29, 2007 Allotment 6,013,390 Cash 10 130 0.42 0.42
August 17,
2007
Allotment 4,586,610 Cash 10 130 0.32 0.32
September
28, 2007
Allotment 6,600,000 Cash 10 130 0.46 0.46
December 31,
2007
Allotment 3,194,285 Cash 10 350 0.22 0.22
February
29,2008
Allotment 2,665,000 Cash 10 400 0.19 0.19
June 30, 2008 Allotment 3,250,000 Cash 10 400 0.23 0.23
September
30, 2008
Allotment 1,950,000 Cash 10 400 0.14 0.14
October 22,
2008
Allotment 1,300,000 Cash 10 400 0.09 0.09
March 6,
2009
Transfer(5)
598,696 Cash 10 400 0.04 0.04
March 31,
2010
Transfer(6)
52,000 Cash 10 217.20 Negligible Negligible
Sub-Total 370,784,884 - 10 - 25.83 25.83
Total 1,339,942,546 93.35 93.35
1. Transfer of an aggregate of 1,704,062 Equity Shares from 137 individuals to ICICI Bank.
2. Transfer of 148,000 Equity Shares from Shikha Sharma to ICICI Bank.
101
3. Transfer of 57,435,497 Equity Shares to M/s Hasham Traders. These Equity Shares are held by Azim Hasham Premji for M/s Hasham Traders.
4. Transfer of 28,717,748 Equity Shares to Compassvale Investments Pte. Ltd.
5. Transfer of 598,696 Equity Shares from 137 individuals to PCHL.
6. Transfer of 52,000 Equity Shares from Shikha Sharma to PCHL.
The Equity Shares allotted by our Company to our Promoters were fully paid-up as on their respective dates of
allotment. ICICI Bank, one of our Promoters, has confirmed to our Company, the GCBRLMs and the BRLMs that
the Equity Shares held by them which shall be locked-in for a period of three years as promoters’ contribution have
been financed from their own funds and no loans or financial assistance from any bank or financial institution has
been availed by them for this purpose. As of the date of this Red Herring Prospectus, none of the Equity Shares held
by our Promoters are pledged.
b. Details of promoters’ contribution and lock-in:
Pursuant to the SEBI Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital of our
Company held by ICICI Bank, except for the Equity Shares offered under the Offer, shall be locked in as minimum
promoters’ contribution for a period of three years from the date of Allotment and our Promoters’ shareholding in
excess of 20% shall be locked in for a period of one year from the date of Allotment. The following table sets forth
details of the Equity Shares which are held by ICICI Bank and eligible for such lock-in for a period of three years