SBI CARDS AND PAYMENT SERVICES LIMITED

IMG-20200225-WA0056

SBI Cards and Payment Services Limited-Initial Public Offer to open on 2 March, 2020, and to close on 5 March, 2020

Price Band fixed from Rs. 750 to Rs. 755 per Equity Share

SBI Cards and Payment Services Limited (“The Company”, “SBI Card” or “Issuer”), proposes to open on 2 March, 2020, an initial public offering of face value of Rs.10 each (“Equity Shares”) for cash at a price band from Rs. 750 to Rs. 755 per equity share (including a share premium) comprising a fresh issue of equity shares aggregating to Rs. 5,000 million (“Fresh Issue”) and an Offer for Sale of up to 130,526,798 Equity Shares (“The Offered Shares”) including up to 37,293,371 Equity Shares by State Bank of India (“SBI”) (“Promoter Selling Shareholder”) and up to 93,233,427 Equity Shares by CA Rover Holdings (“CA Rover”) (“ Investor Selling Shareholder” and together with promoter selling shareholder, the “Selling Shareholders” and such offer, the “Offer For sale” and together with the Fresh Issue, The Offer).

Bids can be made for a minimum of 19 Equity Shares and in multiples of 19 Equity Shares thereafter. The Bid/ Offer will close on 5 March, 2020.

The Offer includes a reservation of up to 1,864,669 equity shares for subscription by eligible employees (as defined hereinafter) (The Employee Reservation Portion) and a reservation of up to 13,052,680 equity shares, for subscription by SBI by SBI Shareholders (As defined hereinafter) (“The SBI Shareholder Reservation Portion”). e. An employee discounl of 7 751- per Equity Share will be offered to Eligible Employees in accordance with the terms and conditions stipulated in the Red Herring Prospectus dated February 18,2020 (“RHP”). A

The Offer less the employee reservation portion and the SBI shareholders reservation portion is hereinafter referred to as the “Net Offer” aggregating up to [●] Equity Shares.

The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the “SCRR”) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). The Offer is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, where not more than 50% of the Net Offer will be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that our Company and the Selling Shareholders in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs (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 Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.

All Bidders (other than Anchor Investors) shall mandatorily participate in this Offer through the Application Supported by Block Amount (“ASBA”) process, and shall provide details of their respective bank account (including UPI ID for Retail Individual Investors using UPI Mechanism) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Bank, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.

The Book Running Lead Managers (“BRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Axis Capital Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital Markets (India) Private Limited, Nomura Financial Advisory and Securities (India) Private Limited, SBI Capital Markets Limited*.

* SBI is proposing to participate as a Selling Shareholder in the Offer for Sale. SBI Capital Markets Limited (“SBICAP”) has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. SBI and SBICAP are associates in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (the “SEBI Merchant Bankers Regulations”). Accordingly, in compliance with the proviso to Regulation 21A of the SEBI Merchant Bankers Regulations and Regulation 23(3) of the SEBI ICDR Regulations, SBICAP would be involved only in the marketing of the Offer.

**The Company and the Selling Shareholders in consultation with the BRLMs may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.

*** The Company and the Selling Shareholders in consultation with the BRLMs may decide to close the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date.

The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and NSE

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