Suryoday Small Finance Bank Limited Initial Public Offer to Open on March 17, 2021

MUMBAI:
Suryoday Small Finance Bank Limited (the “Bank’), which was among the leading SFBs in India in terms of net interest margins, return on assets, yields and deposit growth and had the lowest cost-to-income ratio among SFBs in India in Fiscal 2020 will open the initial public offer of its equity shares of face value of ₹10 each (“Equity Shares” and such initial public offer, the “Issue”) on 17 th March 2021. The Issue will close on 19 th March 2021. The price band of the Offer has been fixed at ₹303 to
₹305 per Equity Share.

The Issue comprises of a fresh issue of up to 8,150,000* Equity Shares (the “Fresh Issue”) and an offer for sale of up to 10,943,070 Equity Shares (“the Offer for Sale”), comprising up to 4,387,888 Equity Shares by International Finance Corporation, up to 2,021,952 Equity Shares by Gaja Capital Fund II Limited, up to 1,889,845 Equity Shares by DWM (International) Mauritius Ltd, up to 750,000 Equity Shares by HDFC Holdings Limited, up to 1,500,000 Equity Shares by IDFC First Bank Limited, up to 100,000 Equity Shares by Americorp Ventures Limited, up to 186,966 Equity Shares Kotak Mahindra Life Insurance Company Limited and up to 106,419 Equity Shares by Gaja Capital India AIF Trust (represented by its trustee, Gaja Trustee Company Private Limited) (collectively, referred to as the “Selling Shareholders” and such Equity Shares the “Offered Shares”).

The Issue includes a reservation of up to 500,000 Equity Shares, (constituting up to 0.47% of the post-Issue paid-up equity share capital), for subscription by eligible employees (the “Employee Reservation Portion” and the Issue less the Employee Reservation Portion is hereinafter referred to as “Net Issue”. The Bank and the Selling Shareholders in consultation with the Book Running Lead Managers, may offer a discount of up to 10% (equivalent of ₹ 30 per equity share) of the issue price to eligible employees bidding in the Employee Reservation Portion (“Employee Discount”).

The bank has undertaken a Pre-IPO placement of 5,208,226 Equity Shares comprising (i) a private placement of 3,084,833 Equity Shares to SBI Life Insurance Company Limited for cash at a price of ₹291.75 per Equity Share aggregating to approximately ₹900.00 million; (ii) a private placement of 1,713,795 Equity Shares to Axis Flexi Cap Fund for cash at a price of ₹291.75 per Equity Share aggregating to approximately ₹499.99 million; (iii) a private placement of 342,760 Equity Shares to Axis Equity Hybrid Fund for cash at a price of ₹291.75 per Equity Share aggregating to approximately ₹100.00 million; and (iv) a private placement of 66,838 Equity Shares to Kiran Vyapar Limited for cash at a price of ₹291.75 per Equity Share aggregating to approximately ₹19.50 million pursuant to shareholders’ resolution dated February 13, 2021 and the resolution of the board dated February 23, 2021; (together, the “Pre-IPO Placement”). The size of the Fresh Issue has been reduced by 5,208,226 Equity Shares pursuant to the Pre-IPO placement. Further, pursuant to the resolution of the Board dated March 2, 2021, the Bank has also increased the Fresh Issue size by 1,763,226 Equity Shares (within the limits for fresh issue approved by the Shareholders on July 27, 2020). Accordingly, the Fresh Issue size is up to 8,150,000 [equity shares.

Bids can be made for a minimum of 49 Equity Shares and in multiples of 49 Equity Shares thereafter.

The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that the Bank and the Selling Shareholders may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“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 Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price.

Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDRRegulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process.

The Bank proposes to utilize the net proceeds from the Fresh Issue towards augmenting Bank’s Tier – 1 capital base to meet Bank’s future capital requirements. Axis Capital Limited, ICICI Securities Limited, IIFL Securities Limited and SBI Capital Markets Limited are the Book Running Lead Managers to the Issue.