PROSPECTUS April 20, 2015 Please read Sections 26 and 32 of the Companies Act, 2013 Book Built Issue VRL LOGISTICS LIMITED (The Company was originally incorporated as a private limited company under the name of “Vijayanand Roadlines Private Limited” on March 31, 1983 under the Companies Act, 1956. The Company became a deemed public limited company with effect from July 1, 1994. Pursuant to a special resolution passed by the shareholders in an Extraordinary General Meeting held on February 14, 1997, the status of the Company was changed from a deemed public limited company to a public limited company. The name of the Company was changed to “VRL Logistics Limited” and a fresh certificate of incorporation consequent to the change of name was issued by the Registrar of Companies, Karnataka on August 25, 2006. For changes in the Company’s name and registered office see “History and Certain Corporate Matters” on page 183 of this Prospectus). The corporate identity number of the Company is U60210KA1983PLC005247. Registered Office: R.S. No. 351/1, Varur Post Chabbi Taluk Hubli, District Dharwad, Hubballi 581 207, Karnataka, India Telephone: +91 836 2237 607 Facsimile: +91 836 2237 614 Corporate Office: Giriraj Annexe, Circuit House Road, Hubballi 580 029, Karnataka, India; Telephone: +91 836 2237 511; Facsimile: +91 836 2256 612 Contact Person and Compliance Officer: Mr. Aniruddha A. Phadnavis; Email: [email protected]; Website: www.vrlgroup.in THE PROMOTERS OF THE COMPANY: DR. VIJAY SANKESHWAR AND MR. ANAND SANKESHWAR. PUBLIC ISSUE OF UP TO 22,823,333 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF VRL LOGISTICS LIMITED ( “COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` 205 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 195 PER EQUITY SHARE) AGGREGATING UP TO ` 4,679 MILLION CONSISTING OF A FRESH ISSUE OF 5,707,333 EQUITY SHARES AGGREGATING TO ` 1,170 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 17,116,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED BELOW) AGGREGATING UP TO ` 3,509 MILLION (THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “ISSUE”). THE ISSUE WILL CONSTITUTE 25.01% OF THE FULLY DILUTED POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBRLMS”) AND ADVERTISED IN AN ENGLISH NATIONAL DAILY NEWSPAPER, A HINDI NATIONAL DAILY NEWSPAPER AND A KANNADA DAILY NEWSPAPER EACH WITH WIDE CIRCULATION, (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS 20.50 TIMES THE FACE VALUE OF THE EQUITY SHARES. In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days after revision of the price band, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release and also by indicating the change on the website of the GCBRLMs, and at the terminals of each of the Syndicate Members and by intimation to Self Certified Syndicate Banks (“SCSBs”) and Registered Brokers. The Issue is being made in terms of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI Regulations”), and through a 100% Book Building Process wherein 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). The Company and the Selling Shareholders may, in consultation with the GCBRLMs, allocate, up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price on a discretionary basis in accordance with SEBI Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the remaining QIB Portion (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. The unsubscribed portion in the Mutual Fund reservation will be available for allocation to QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. All Bidders other than Anchor Investors may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Payment Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in the Issue. For details, see “Issue Procedure” on page 404 of this Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Floor Price is 19.50 times the face value and the Cap Price is 20.50 times the face value. The Issue Price (determined by our Company and the Selling Shareholders in consultation with the GCBRLMs as stated under “Basis for Issue Price” on page 110 of this Prospectus) 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 Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue 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 Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ( “SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 16 of this Prospectus. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder accepts responsibility only for statements made expressly by such Selling Shareholder in this Prospectus in relation to itself in connection with the Offer for Sale and the Equity Shares offered by it in the Offer for Sale. NSR certifies that all statements and undertakings made by NSR in this Prospectus about or in relation to itself and the Equity Shares of the Company sold by it in the Offer for Sale, are true and correct. NSR assumes no responsibility for any other statements including any and all of the statements made by or relating to the Company or its business in the Prospectus. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated February 5, 2015 and January 13, 2015, respectively. For the purposes of the Issue, BSE shall be the Designated Stock Exchange. GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE ICICI Securities Limited ICICI Centre, H.T. Parekh Marg Churchgate, Mumbai 400 020 Tel: + 91 (22) 2288 2460 / 70 Fax: +91 (22) 2282 6580 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.icicisecurities.com Contact Person: Mr. Mangesh Ghogle / Mr. Vishal Kanjani SEBI Registration No. : INM000011179 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 1984 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.hsbc.co.in/1/2/corporate/equitiesglobalinvestment- banking Contact Person: Mr. Mayank Jain / Ms. Archa Jain SEBI Registration No. : INM000010353 Karvy Computershare Private Limited Plot no. 17 - 24 Vittal Rao Nagar, Madhapur Hyderabad 500 081 Tel: +91 (40) 4465 5000 Fax: + 91 (40) 2343 1551 E-mail/Investor grievance ID: [email protected] Website: http:\\karishma.karvy.com Contact Person: Mr. M Murali Krishna SEBI Registration No.: INR000000221 BID/ISSUE PROGRAMME* BID/ISSUE OPENING DATE April 15, 2015 BID/ISSUE CLOSING DATE April 17, 2015 * Our Company and the Selling Shareholders may, in consultation with the GCBRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid / Issue Opening Date.
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PROSPECTUS
April 20, 2015
Please read Sections 26 and 32 of the Companies Act, 2013
Book Built Issue
VRL LOGISTICS LIMITED (The Company was originally incorporated as a private limited company under the name of Vijayanand Roadlines Private Limited on March 31, 1983 under the Companies Act, 1956. The Company
became a deemed public limited company with effect from July 1, 1994. Pursuant to a special resolution passed by the shareholders in an Extraordinary General Meeting held on February 14, 1997, the status
of the Company was changed from a deemed public limited company to a public limited company. The name of the Company was changed to VRL Logistics Limited and a fresh certificate of
incorporation consequent to the change of name was issued by the Registrar of Companies, Karnataka on August 25, 2006. For changes in the Companys name and registered office see History and Certain
Corporate Matters on page 183 of this Prospectus). The corporate identity number of the Company is U60210KA1983PLC005247.
Registered Office: R.S. No. 351/1, Varur Post Chabbi Taluk Hubli, District Dharwad, Hubballi 581 207, Karnataka, India Telephone: +91 836 2237 607 Facsimile: +91 836 2237 614
Corporate Office: Giriraj Annexe, Circuit House Road, Hubballi 580 029, Karnataka, India; Telephone: +91 836 2237 511; Facsimile: +91 836 2256 612
Contact Person and Compliance Officer: Mr. Aniruddha A. Phadnavis; Email: [email protected]; Website: www.vrlgroup.in
THE PROMOTERS OF THE COMPANY: DR. VIJAY SANKESHWAR AND MR. ANAND SANKESHWAR.
PUBLIC ISSUE OF UP TO 22,823,333 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF VRL LOGISTICS LIMITED ( COMPANY OR ISSUER) FOR CASH AT A PRICE OF ` 205 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 195 PER EQUITY SHARE) AGGREGATING UP TO ` 4,679 MILLION CONSISTING OF A FRESH ISSUE OF 5,707,333 EQUITY SHARES AGGREGATING TO ` 1,170 MILLION (THE FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 17,116,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED BELOW) AGGREGATING UP TO ` 3,509 MILLION (THE OFFER FOR SALE AND TOGETHER WITH THE FRESH ISSUE, THE ISSUE). THE ISSUE WILL CONSTITUTE 25.01% OF THE FULLY DILUTED POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (GCBRLMS) AND ADVERTISED IN AN ENGLISH
NATIONAL DAILY NEWSPAPER, A HINDI NATIONAL DAILY NEWSPAPER AND A KANNADA DAILY NEWSPAPER EACH WITH WIDE CIRCULATION, (KANNADA BEING THE
REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS 20.50 TIMES THE FACE VALUE OF THE EQUITY SHARES. In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days after revision of the price band, subject to the Bidding Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), by
issuing a press release and also by indicating the change on the website of the GCBRLMs, and at the terminals of each of the Syndicate Members and by intimation to Self Certified Syndicate Banks (SCSBs)
and Registered Brokers.
The Issue is being made in terms of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, as amended (SCRR) read with Regulation 41 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009, as amended (SEBI Regulations), and through a 100% Book Building Process wherein 50% of the Issue shall be allocated on a proportionate basis to
Qualified Institutional Buyers (QIBs) (QIB Portion). The Company and the Selling Shareholders may, in consultation with the GCBRLMs, allocate, up to 60% of the QIB Portion to Anchor Investors at the
Anchor Investor Issue Price on a discretionary basis in accordance with SEBI Regulations (Anchor Investor Portion). One-third of the Anchor Investor Portion shall be reserved for allocation to domestic
Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the remaining QIB Portion (Net QIB Portion). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds
only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. The
unsubscribed portion in the Mutual Fund reservation will be available for allocation to QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional
Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. All Bidders other
than Anchor Investors may participate in this Issue through an Application Supported by Blocked Amount (ASBA) process by providing the details of their respective bank accounts in which the
corresponding Payment Amount will be blocked by the Self Certified Syndicate Banks (SCSBs). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the
ASBA process to participate in the Issue. For details, see Issue Procedure on page 404 of this Prospectus.
RISKS IN RELATION TO FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ` 10 and the Floor Price is 19.50 times the face value and the Cap Price is 20.50 times the face value. The Issue Price (determined by our Company and the Selling Shareholders in consultation with the GCBRLMs as stated under Basis for Issue
Price on page 110 of this Prospectus) 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
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue 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 Issue. For taking an investment decision, investors must rely on their own examination of the Company and the
Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the
accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to Risk Factors on page 16 of this Prospectus.
COMPANYS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Company and the Issue that is material in the
context of the Issue, that the information contained in this 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect. Each Selling Shareholder accepts responsibility only for statements made expressly by such Selling Shareholder in this Prospectus in relation to itself in connection with the Offer
for Sale and the Equity Shares offered by it in the Offer for Sale. NSR certifies that all statements and undertakings made by NSR in this Prospectus about or in relation to itself and the Equity Shares of the
Company sold by it in the Offer for Sale, are true and correct. NSR assumes no responsibility for any other statements including any and all of the statements made by or relating to the Company or its
business in the Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from BSE and NSE for the listing of
the Equity Shares pursuant to letters dated February 5, 2015 and January 13, 2015, respectively. For the purposes of the Issue, BSE shall be the Designated Stock Exchange.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate, Mumbai 400 020
Tel: + 91 (22) 2288 2460 / 70
Fax: +91 (22) 2282 6580
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.icicisecurities.com
Contact Person: Mr. Mangesh Ghogle / Mr. Vishal Kanjani
SEBI Registration No.: INM000011179
HSBC Securities
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