Adlabs Entertainment Private Limited on February 10, 2010 at Mumbai As a Private Limited Company Under the Companies Act, 1956, Upon Conversion of M/S
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PROSPECTUS Dated: March 20, 2015 Please read Section 32 of the Companies Act, 2013 Book Built Issue Our Company was initially formed and registered as a partnership firm under the provisions of Indian Partnership Act, 1932 through a partnership deed dated May 18, 2009 in the name and style of M/s Dream Park, with our Promoters, among others, as partners. Our Company was incorporated as Adlabs Entertainment Private Limited on February 10, 2010 at Mumbai as a private limited company under the Companies Act, 1956, upon conversion of M/s. Dream Park into a company. Our Company was converted into a public limited company on April 27, 2010 and the name of our Company was changed to Adlabs Entertainment Limited. For details of change in the name and registered office of our Company, see the section “History and Certain Corporate Matters” on page 137. Registered Office: 30/31, Sangdewadi, Khopoli Pali Road, Taluka-Khalapur, District Raigad 410 203, Maharashtra, India Contact Person: Ghanshyam Singh Jhala, Company Secretary and Compliance Officer; Tel: +91 22 4068 0000; Fax: +91 22 4068 0088 E-mail: [email protected]; Website: www.adlabsimagica.com Corporate Identification Number: U92490MH2010PLC199925 OUR PROMOTERS: MANMOHAN SHETTY AND THRILL PARK LIMITED PUBLIC ISSUE OF 20,326,227 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF ADLABS ENTERTAINMENT LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ₹ 180 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 170 PER EQUITY SHARE) FOR QUALIFIED INSTITUTIONAL BUYERS (“QIB”) BIDDERS AND NON INSTITUTIONAL BIDDERS AND AT A PRICE OF ₹ 168 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 158 PER EQUITY SHARE) FOR RETAIL INDIVIDUAL BIDDERS, AGGREGATING TO ₹ 3,745.94 MILLION* (“ISSUE”) COMPRISING A FRESH ISSUE OF 18,326,227 EQUITY SHARES AGGREGATING TO ₹ 3,377.36 MILLION* (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 2,000,000 EQUITY SHARES BY THRILL PARK LIMITED (THE “SELLING SHAREHOLDER”) AGGREGATING TO ₹ 368.58 MILLION* (“OFFER FOR SALE”). THE ISSUE WILL CONSTITUTE 25.44% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY ALONGWITH THE SELLING SHAREHOLDER, IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND LEAD MANAGERS (“GCLMS”), HAS OFFERED A DISCOUNT OF 6.67 % ON THE ISSUE PRICE (EQUIVALENT TO ₹ 12) TO RETAIL INDIVIDUAL BIDDERS (“RETAIL DISCOUNT”). * Subject to finalisation of the Basis of Allotment. Please note that the Anchor Investor Issue Price is ₹ 221 per Equity Share. THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS ₹ 18 TIMES THE FACE VALUE OF EQUITY SHARES. In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to 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 GCLMs and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Issue for at least 25% of the post-Issue capital. The Issue is being made through the Book Building Process wherein at least 75% of the Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company and the Selling Shareholder may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. 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 Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI ICDR Regulations”), subject to valid Bids being received at or above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an 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”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. Kindly note that Allotment shall be undertaken, amongst other conditions mentioned in the Red Herring Prospectus, upon receipt of valid Bids equivalent to at least 25% of the Issue (including Bids received under the Anchor Investor Portion) from Mutual Funds and/or insurance companies registered with Insurance Regulatory and Development Authority (“IRDA”). For details, see the section “Issue Procedure” on page 309. RISK IN RELATION TO THE 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 per Equity Share. The Issue Price is 18 times the face value. The Issue Price (determined and justified by our Company in consultation with the GCLMs as stated under the section “Basis for Issue Price” on page 92) 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 entire 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 our Company and the Issue, including the risks involved. The Equity Shares 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 the section “Risk Factors” on page 17. ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which 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. Further, the Selling Shareholder accepts responsibility that this Prospectus contains all information about it as Selling Shareholder in the context of the Offer for Sale and further assumes responsibility for statements in relation to it included in this Prospectus. LISTING The Equity Shares offered through this Prospectus are proposed to be listed on BSE and NSE. We have received an ‘in-principle’ approval from each of BSE and NSE for the listing of the Equity Shares pursuant to letters dated June 19, 2014 and June 25, 2014, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be BSE. A copy of the 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 the Red Herring Prospectus up to the Bid/Issue Closing Date, see the section “Material Contracts and Documents for Inspection” on page 414. GLOBAL CO-ORDINATORS AND LEAD MANAGERS REGISTRAR TO THE ISSUE Deutsche Equities India Private Limited Centrum Capital Limited(1) Kotak Mahindra Capital Company Limited Link Intime India Private Limited 14th Floor, The Capital Centrum House, Vidyanagari Marg 1st Floor, 27 BKC, Plot No. 27, G Block C-13, Pannalal Silk Mills Compound, Bandra Kurla Complex CST Road, Kalina, Santacruz (East) Bandra Kurla Complex, Bandra (East) L.B.S. Marg Mumbai 400 051 Mumbai 400 098 Mumbai 400 051 Bhandup (West) Maharashtra, India Maharashtra, India Maharashtra, India Mumbai 400 078 Tel: +91 22 7180 4444 Tel: +91 22 4215 9000 Tel: +91 22 4336 0000 Maharashtra, India Fax: +91 22 7180 4199 Fax: +91 22 4215 9707 Fax: +91 22 6713 2447 Tel: +91 22 6171 5400 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] Fax: +91 22 2596 0329 Investor grievance e-mail: Investor grievance e-mail: [email protected] Investor grievance e-mail: E-mail: [email protected] [email protected] Website: www.centrum.co.in [email protected] Website: www.linkintime.co.in Website: www.db.com/India Contact Person: Gaurav Saravgi / Amandeep Website: http://investmentbank.kotak.com Contact Person: Sachin Achar Contact Person: Vivek Pabari Sidhu Contact Person: Ganesh Rane SEBI Registration No.: INR000004058 SEBI Registration No.: INM000010833 SEBI Registration No: INM000010445 SEBI Registration No.: INM000008704 BID/ISSUE PROGRAMME(3) BID/ISSUE OPENED ON March 10, 2015(2) BID/ISSUE CLOSED ON March 17, 2015(3) (1) Centrum Capital Limited, which is an associate of our Company, shall only be involved in the marketing of the Issue.