THYROCARE TECHNOLOGIES · PDF fileThyrocare Technologies Limited, a company incorporated under the Companies Act, 1956, and having its registered office at D/37-1, TTC Industrial Area,

PROSPECTUS
Dated May 3, 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 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 446** PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 436 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 4,792.14 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 OFFER CONSTITUTES 20.00% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL
* Subject to finalisation of the Basis of Allotment.
** Please note that the Anchor Investor Offer Price is 446 per Equity Shares.
THE FACE VALUE OF EQUITY SHARES IS 10 EACH. THE OFFER PRICE IS 446 PER EQUITY SHARE AND IS 44.6 TIMES THE FACE VALUE OF
EQUITY SHARES.
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), of which our Company and Selling Shareholders, in consultation
with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion was 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 389.
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 Offer Price is 44.6 times the face value of the Equity Shares. 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 Prospectus. Specific attention of the investors is invited to the section entitled Risk Factors on page 15.
COMPANYS AND SELLING SHAREHOLDERS 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 Offer, which
is material in the context of the Offer, 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, each Selling Shareholder, severally and not jointly, accepts responsibility that this 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 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.
Copies of the Red Herring Prospectus and the Prospectus have been delivered to the Registrar of Companies in accordance with Section 26(4) of the Companies Act, 2013. For details of
material contracts and documents that were 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 441.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
JM Financial Institutional Securities
Limited***
7th Floor, Cnergy Building
Appasaheb Marathe Marg
Prabhadevi
Mumbai 400 025
Tel: (91 22) 6630 3030
Fax: (91 22) 6630 3330
E-mail: [email protected]
Investor Grievance E-mail:
[email protected]
Website: www.jmfl.com
Contact Person: Lakshmi Lakshmanan
SEBI Registration No.: INM000010361
Edelweiss Financial Services Limited
14th Floor Edelweiss House
Off C.S.T. Road
Kalina
Mumbai 400 098
Tel: (91 22) 4009 4400
Fax: (91 22) 4086 3610
[email protected]
Website: www.edelweissfin.com
Contact Person: Sandeep Maheshwari
ICICI Securities Limited
ICICI Centre
H.T. Parekh Marg
Churchgate
Mumbai 400 020
Tel: (91 22) 2288 2460
Fax: (91 22) 2282 6580
E-mail:
[email protected]
[email protected]
Website: www.icicisecurities.com
Contact Person: Amit Joshi/ Vishal
Kanjani
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound
L.B.S. Marg
Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel: (91 22) 6171 5400
Fax: (91 22) 2596 0329
[email protected]
Website: www.linkintime.co.in Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
BID/OFFER PROGRAMME
BID/OFFER OPENED ON: WEDNESDAY, APRIL 27, 2016*
BID/OFFER CLOSED ON: FRIDAY, APRIL 29, 2016 * Our Company and the Selling Shareholders in consultation with the BRLMs, have considered participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor
Investor Bid/Offer Period was one