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Alembic Pharmaceuticals Limited Placement Document Not for Circulation and Strictly Confidential Serial Number: ___ ALEMBIC PHARMACEUTICALS LIMITED Registered and Corporate Office: Alembic Road, Vadodara 390 003, Gujarat, India Telephone: +91 265 228 0550; Fax: +91 265 228 2506 E-mail: [email protected]; Website: www.alembicpharmacueticals.com; CIN: L24230GJ2010PLC061123 Alembic Pharmaceuticals Limited (our “Company" or the “Issuer”) was originally incorporated on June 16, 2010 as “Alembic Pharma Limited”, a public limited company under the Companies Act, 1956. Thereafter, our Company commenced its business on July 1, 2010, pursuant to a certificate of commencement of business issued to it by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, the name of our Company was changed to “Alembic Pharmaceuticals Limited”, pursuant to a fresh certificate of incorporation consequent upon change of name dated March 12, 2011, issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli. For details with respect to changes to the name of our Company, see "General Information" on page 179. Our Company is issuing 80,47,210 Equity Shares (as defined below) at a price of ₹932.00 per Equity Share (the “Issue Price”), including a premium of ₹930.00 per Equity Share, aggregating to approximately ₹750.00 crore (the “Issue”). For further details, see “Summary of the Issue” on page 29. THIS ISSUE IS BEING UNDERTAKEN IN RELIANCE UPON CHAPTER VI OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI REGULATIONS”) AND SECTION 42 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, EACH AS AMENDED (“COMPANIES ACT”) The equity shares of our Company, of face value of ₹ 2 each (the “Equity Shares”) are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). The closing price of the outstanding Equity Shares on BSE and NSE as on July 31, 2020 was ₹985.30 and ₹985.05 per Equity Share, respectively. In-principle approvals under Regulation 28(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for listing of the Equity Shares to be issued pursuant to the Issue, have been received from BSE and NSE on August 3, 2020. Our Company shall make applications to the Stock Exchanges for obtaining the final listing and trading approvals for the Equity Shares to be issued pursuant to the Issue. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to be issued pursuant to the Issue for trading on the Stock Exchanges should not be taken as an indication of the merits of our Company or of the Equity Shares. OUR COMPANY HAS PREPARED THIS PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE ISSUE. A copy of the Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereafter)) has been delivered to the Stock Exchanges and a copy of this Placement Document (which includes disclosures prescribed under Form PAS-4) has been delivered to the Stock Exchanges. Our Company shall also make requisite filings with the Registrar of Companies, Gujarat at Ahmedabad (“RoC”), within the stipulated timeframe prescribed under the Companies Act and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended. The Preliminary Placement Document and this Placement Document has not been reviewed by SEBI, the Stock Exchanges, RoC or any other regulatory or listing authority and is intended only for use by Eligible QIBs (as defined hereinafter). The Preliminary Placement Document and this Placement Document has not been and will not be filed as a prospectus with the RoC, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction. THE ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING DONE IN RELIANCE UPON SECTION 42 OF THE COMPANIES ACT, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE RULES MADE THEREUNDER AND CHAPTER VI OF THE SEBI REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR. THE ISSUE DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PROSPECTIVE INVESTOR OR CLASS OR CATEGORY OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN ELIGIBLE QIBs. THIS PLACEMENT DOCUMENT SHALL BE CIRCULATED ONLY TO SUCH ELIGIBLE QIBs WHOSE NAMES ARE RECORDED BY OUR COMPANY PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO THE EQUITY SHARES. YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OF OTHER JURISDICTIONS. INVESTMENTS IN EQUITY SHARES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS THEY ARE PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION “RISK FACTORS” BEGINNING ON PAGE 35 BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE ISSUE. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY SHARES TO BE ISSUED PURSUANT TO THE PRELIMINARY PLACEMENT DOCUMENT AND THIS PLACEMENT DOCUMENT. PROSPECTIVE INVESTORS OF THE EQUITY SHARES OFFERED SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE EQUITY SHARES. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS PLACEMENT DOCUMENT, YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISOR. Invitations, offers and sales of Equity Shares to be issued pursuant to the Issue shall only be made pursuant to the Preliminary Placement Document (as defined hereinafter) and this Placement Document (as defined hereinafter) and the Confirmation of Allocation Note (as defined hereinafter). For further details, see “Issue Procedure” on page 131. The distribution of this Placement Document or the disclosure of its contents, without our Company’s prior consent, to any person, other than Eligible QIBs and persons retained by Eligible QIBs to advise them with respect to their purchase of Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document. The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in 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 any applicable state securities laws. The Equity Shares offered in the Issue are being offered and sold only outside the United States in “offshore transactions”, as defined in and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales are made. See “Selling Restrictions” on page 145 for information about eligible offerees for the Issue and “Purchaser Representations and Transfer Restrictions” on page 152 for information about transfer restrictions that apply to the Equity Shares sold in the Issue. The information on our Company’s website or any website directly or indirectly linked to our Company’s website or the website of the BRLMs (as defined hereinafter) or any of their respective affiliates does not constitute nor form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such websites for their investment in this Issue. This Placement Document is dated August 6, 2020. BOOK RUNNING LEAD MANAGERS Monarch Networth Capital Limited HDFC Bank Limited TABLE OF CONTENTS NOTICE TO INVESTORS .................................................................................................................................. 1 REPRESENTATIONS BY INVESTORS........................................................................................................... 3 OFFSHORE DERIVATIVE INSTRUMENTS .................................................................................................. 9 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES .......................................................................... 10 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ......................................................... 11 INDUSTRY AND MARKET DATA................................................................................................................. 13 FORWARD-LOOKING STATEMENTS ........................................................................................................ 14 ENFORCEMENT
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