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www.aurobindo.com |
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Hyderabad,
14 October, 2003 |
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PREFERENTIAL
ISSUE OF EQUITY SHARES |
| |
| In
what would be the largest private placement by
a pharmaceutical company in India, the Board
of Aurobindo Pharma Limited has recommended a
preferential issue of up to 3,800,000 equity
shares/ share warrants aggregating to an
amount of up to Rs.229.52 crores. Citigroup
acted as the exclusive arranger for this
placement by Aurobindo Pharma Limited. |
| The
Board of Directors of Aurobindo Pharma
Limited, in a meeting held on October 12, 2003
in Hyderabad, has recommended for the approval
of shareholders a preferential issue of up to
an aggregate of 3,800,000 equity shares and/
or share warrants carrying entitlement to
subscribe to equity shares at a price of
Rs.604/- per share of Rs.10/- nominal value
(inclusive of a premium of Rs.594 per share),
totaling up to Rs. 229.52 crores, through a
preferential offer to the following investors: |
| Allottees
(and/or their nominees, associates or
affiliates) |
Allotment
of up to (no of equity shares/
warrants of Rs.10/- nominal value) |
| Citicorp
Banking Corporation, Bahrain |
1,650,000 |
| ChrysCapital
II, LLC, Mauritius |
900,000 |
| Mr.
P. V. Ramaprasad Reddy |
1,250,000 |
|
| Citicorp
Banking Corporation, Bahrain, is an investment
vehicle for funds managed by CVC
International, UK, and its investment will
constitute up to 5.89% of the Company’s
fully-diluted post-issue equity. |
| ChrysCapital
II, LLC, Mauritius is a private equity fund,
and its investment into the Company will
constitute up to 3.21% of the Company’s
fully-diluted post-issue equity.
|
| Mr.
P. V. Ramaprasad Reddy, a promoter is also the
Chairman of the Company and his investment
will change his shareholding from 28.31% (as
of September 30, 2003) to 28.93% of the
Company’s fully-diluted post-issue equity.
The collective holding of promoters and
persons acting in concert would reduce from
59.95% (as of September 30, 2003) to 56.28% of
the Company’s fully-diluted post-issue
equity.
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| The
price of Rs. 604 is in accordance with
SEBI’s Guidelines for Preferential Issues
considering the date thirty days prior to the
date of the shareholder meeting as the
Relevant Date in the case of both equity
shares and share warrants. Following the
preferential issue, the equity capital of the
Company will increase up to Rs. 28.0 crores,
amounting to an increase of 15.70% over the
existing capital base of Rs. 24.2 crores. |
| The
preferential issue of equity shares to the
above investors will be subject to necessary
approvals of the shareholders of the Company
and also of RBI, SEBI and other Regulatory
authorities. The Company has convened an
Extraordinary General Meeting of the
shareholders of the Company on Wednesday,
November 5, 2003 at 3.00 p.m. at Hyderabad for
this purpose. |
| The
proposed shareholding pattern of the Company
after the preferential issue will be as under:
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CATEGORY |
Pre-Issue |
Post-Issue** |
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|
Shares
held* |
Stake |
Shares
held* |
Stake |
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A. |
Promoters'
holding |
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1 |
Indian
Promoters |
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P
V Ramaprasad Reddy |
6,851,502 |
28.31% |
8,101,502 |
28.93% |
| |
Other
Promoters |
6,912,251 |
28.56% |
6,912,251 |
24.69% |
|
2 |
Persons
acting in Concert |
744,512 |
3.08% |
744,512 |
2.66% |
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Sub
Total |
14,508,265 |
59.95% |
15,758,265 |
56.28% |
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B. |
Non-promoters
holding |
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3 |
Institutional
Investors |
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a. |
Mutual
Funds & UTI |
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1.
Unit Trust of India |
441,629 |
1.82% |
441,629 |
1.58% |
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2.
Mutual Funds |
879,820 |
3.64% |
879,820 |
3.14% |
|
b. |
Banks,
IFI, Insurance Companies (Central/State Govt.
Institutions/Non-Govt. Institutions) |
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1.
LIC of India |
817,311 |
3.38% |
817,311 |
2.92% |
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2.
Others |
215,967 |
0.89% |
215,967 |
0.77% |
|
c. |
FIIs |
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|
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Templeton
Strategic Emerging Markets Fund LDC |
2,000,000 |
8.26% |
2,000,000 |
7.14% |
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Citicorp
Banking Corporation, Bahrain*** |
|
|
1,650,000 |
5.89% |
| |
Others |
920,819 |
3.81% |
920,819 |
3.29% |
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Sub
Total |
5,275,546 |
21.80% |
6,925,546 |
24.73% |
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4 |
Others |
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| a. |
Private
Corporate Bodies |
969,169 |
4.00% |
969,169 |
3.46% |
| b. |
Indian
Public |
3,196,401 |
13.21% |
3,196,401 |
11.42% |
| c. |
NRI's
/ OCB's |
109,921 |
0.45% |
109,921 |
0.39% |
| d. |
Clearing
Members |
139,513 |
0.58% |
139,513 |
0.50% |
| e. |
Trust |
1,185 |
0.00% |
1,185 |
0.00% |
| f. |
ChrysCapital
II LLC |
|
|
900,000 |
3.21% |
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Sub
Total |
4,416,189 |
18.25% |
5,316,189 |
18.99% |
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GRAND
TOTAL |
24,200,000 |
100.00% |
28,000,000 |
100.00% |
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| *
of Rs.10/- nominal value |
| **
Assuming that in the case of allotment of share
warrants, the allottees would exercise entirely the
entitlement for the corresponding Equity Shares. |
| ***
In the event, the investment by Citicorp Banking
Corporation, Bahrain (and/or their nominees,
associates or affiliates) is not under the FII
route, then their holding would be re-classified
under the Others category and the aggregate
post-issue shareholding of institutional investors
and other shareholders would stand changed to
5,275,546 shares (18.84% of the post-issue share
capital) and 6,966,189 shares (24.88% of the
post-issue share capital) respectively. |
|
| The
proceeds from this preferential issue will be used
for funding future Research & Development
activities, potential acquisitions, working capital,
repayment of high cost debts, and general corporate
purposes. |
| “The
induction of long-term partners such as CBC and
Chryscap in addition to our existing partners
- Templeton, will add immensely to the
positioning of the Company in the international
market place” said Mr. P. V. Ramaprasad Reddy,
Chairman of the Company. |
| Devinjit
Singh, Director for Citigroup, exclusive arranger to
the transaction said “This fund raising
significantly improves the Company’s financial
flexibility in aggressively pursuing its R&D
program, acquisitions and investments in addition to
improving visibility with three long-term private
equity investors” |
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PRESS
ROOM 