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Thyrocare Technologies Limited RED HERRING PROSPECTUS Dated April 11, 2016 (Please read Section 32 of the Companies Act, 2013) Book Built Issue THYROCARE TECHNOLOGIES LIMITED Our Company was incorporated as Thyrocare Technologies Limited on January 28, 2000 at Mumbai and received a certificate of commencement of business on March 7, 2000. It was incorporated as a public limited company under the Companies Act, 1956. For details, see the section entitled “History and Certain Corporate Matters” on page 151. Registered Office: D/37-1, TTC Industrial Area, MIDC Turbhe, Navi Mumbai 400 703; Tel: (91 22) 2762 2762; Fax: (91 22) 2768 2409 Contact Person: Ramjee Dorai, Company Secretary and Compliance Officer; E-mail: [email protected]; Website: www.thyrocare.com; Corporate Identity Number: U85110MH2000PLC123882 PROMOTERS OF OUR COMPANY: DR. A. VELUMANI AND A. SUNDARARAJU PUBLIC OFFER OF UP TO 10,744,708 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (THE “EQUITY SHARES”) OF THYROCARE TECHNOLOGIES LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH, AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) THROUGH AN OFFER FOR SALE BY THE SELLING SHAREHOLDERS (AS DEFINED IN THE SECTION ENTITLED “DEFINITIONS AND ABBREVIATIONS” ON PAGE 1) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”). FOR DETAILS OF THE EQUITY SHARES OFFERED BY EACH SELLING SHAREHOLDER, SEE THE SECTION ENTITLED “DEFINITIONS AND ABBREVIATIONS – OFFER RELATED TERMS – OFFER/OFFER FOR SALE” ON PAGE 6. 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 BOOK RUNNING LEAD MANAGERS, AND WILL BE ADVERTISED AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE, IN ALL EDITIONS OF ENGLISH NATIONAL DAILY NEWSPAPER FINANCIAL EXPRESS, ALL EDITIONS OF HINDI NATIONAL DAILY NEWSPAPER JANSATTA AND THE MUMBAI EDITION OF THE MARATHI NEWSPAPER, NAVSHAKTI (MARATHI, BEING THE REGIONAL LANGUAGE OF NAVI MUMBAI WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH A WIDE CIRCULATION, IN ACCORDANCE WITH THE SEBI REGULATIONS. In case of any revisions in 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 the BSE and the NSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs, the Registrar to the Offer, and at the terminals of the Syndicate Members. In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Offer for at least such percentage of the post-Offer Equity Share capital of the Company that will be equivalent to at least ₹4,000 million, calculated at the Offer Price. The Offer is being made through the Book Building Process 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 Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and Selling Shareholders, in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 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. 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 Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the 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 Bidders, other than Anchor Investors, shall mandatorily participate in this Offer through the ASBA Process providing details of their respective bank accounts which will be blocked by the relevant SCSBs. Anchor Investors are not permitted to participate in the Offer through ASBA Process. For details, see the section entitled “Offer Procedure” on page 388. RISKS IN RELATION TO THE FIRST OFFER This being the first public offer 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 per Equity Share. 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 in consultation with the Selling Shareholders and the BRLMs as stated under the section entitled “Basis for the Offer Price” on page 101) 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 this 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 this 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 offered in the Offer have not been recommended or approved by 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 the section entitled “Risk Factors” on page 15. COMPANY’S AND SELLING SHAREHOLDERS’ 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, each Selling Shareholder, severally and not jointly, accepts responsibility that this Red Herring Prospectus contains all information about him or it as a Selling Shareholder in the context of the Offer and assumes responsibility only for statements in relation to such Selling Shareholder included in this Red Herring Prospectus and the respective proportion of the Equity Shares offered by him or it in the Offer and such statements are true, complete and correct in all material respects and are not misleading in any material respect . LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and NSE. Our Company has received an ‘in-principle’ approval from each of the BSE and the NSE for the listing of the Equity Shares pursuant to the letters dated January 14, 2016 and January 18, 2016, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A copy of the Red Herring Prospectus has been delivered to the Registrar of Companies and a copy of the Prospectus shall be delivered for registration to the Registrar of Companies in accordance with Section 26(4) of the Companies Act, 2013. For details of material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see the section entitled “Material Contracts and Documents for Inspection” on page 440. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER JM Financial Institutional Securities Edelweiss Financial Services Limited ICICI Securities Limited Link Intime India Private Limited Limited*** 14th Floor Edelweiss House ICICI Centre C-13, Pannalal Silk Mills Compound 7th Floor, Cnergy Building Off C.S.T. Road H.T. Parekh Marg L.B.S. Marg Appasaheb Marathe Marg Kalina Churchgate Bhandup (West) Prabhadevi Mumbai 400 098 Mumbai 400 020 Mumbai 400 078 Mumbai 400 025 Tel: (91 22) 4009 4400 Tel: (91 22) 2288 2460 Maharashtra, India Tel: (91 22) 6630 3030 Fax: (91 22) 4086 3610 Fax: (91 22) 2282 6580 Tel: (91 22) 6171 5400 Fax: (91 22) 6630 3330 E-mail: [email protected] E-mail: Fax: (91 22) 2596 0329 E-mail: [email protected] Investor Grievance E-mail: [email protected] E-mail: [email protected] Investor Grievance E-mail: [email protected] Investor Grievance E-mail: Investor Grievance E-mail: [email protected] Website: www.edelweissfin.com [email protected] [email protected] Website: www.jmfl.com Contact Person: Sandeep Maheshwari Website: www.icicisecurities.com Website: www.linkintime.co.in Contact Person: Lakshmi Lakshmanan SEBI Registration No.: INM0000010650 Contact Person: Amit Joshi/ Vishal Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INM000010361 Kanjani SEBI Registration No.: INR000004058 SEBI Registration No.: INM000011179 BID/OFFER PROGRAMME BID/OFFER OPENS ON: WEDNESDAY, APRIL 27, 2016* BID/OFFER CLOSES ON: FRIDAY, APRIL 29, 2016 * Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations.
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