syngene international limited · not for release in united states. this is only an advertisement...

1
Not for release in United States. This is only an advertisement for information purpose. This is not a Prospectus announcement and does not constitute invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India. Syngene International Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed a Red Herring Prospectus with the Registrar of Companies, Bangalore. The Red Herring Prospectus is available on the website of the Securities and Exchange Board of India and the websites of Axis Capital Limited, Credit Suisse Securities (India) Private Limited and Jefferies India Private Limited. Investors should note that investment in Equity Shares involves a high degree of risk and for details should refer to the Red Herring Prospectus which has been filed with the Registrar of Companies, Bangalore, including the section titled “Risk Factors”. The Equity Shares have not been, and will not be, registered under the Securities Act or any other applicable law of the United States and, unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and referred to in the Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Red Herring Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside the United States in reliance on Regulation S under the Securities Act.” CONCEPT SYNGENE INTERNATIONAL LIMITED Our Company was incorporated as Syngene International Private Limited on November 18, 1993 at Bengaluru, Karnataka as a private limited company under the Companies Act, 1956. Pursuant to a special resolution of the shareholders dated March 26, 2007, our Company was converted into a public limited company and the name of our Company was changed to Syngene International Limited. A fresh certificate of incorporation consequent upon conversion to public limited company was issued on April 19, 2007. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 136 of the Red Herring Prospectus (“RHP”). Registered and Corporate Office: Biocon SEZ, Biocon Park, Plot No. 2 & 3, Bommasandra Industrial Area IV Phase, Jigani Link Road, Bommasandra, Bengaluru 560 099, Karnataka, India. Contact Person: Mayank Verma, Company Secretary and Compliance Officer; Tel: (+91 80) 2808 2808; Fax: (+91 80) 2808 3189; E-mail: [email protected]; Website: www.syngeneintl.com Corporate Identification Number: U51909KA1993PLC014937 INITIAL PUBLIC OFFER OF UP TO 22,000,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF SYNGENE INTERNATIONAL LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [•] PER EQUITY SHARE) (“OFFER PRICE”) THROUGH AN OFFER FOR SALE BY BIOCON LIMITED (THE “SELLING SHAREHOLDER” AND OUR “PROMOTER”) (“OFFER / OFFER FOR SALE”) AGGREGATING UP TO ` [•] MILLION INCLUDING A RESERVATION OF 2,000,000 EQUITY SHARES FOR SUBSCRIPTION BY BIOCON SHAREHOLDERS FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE AGGREGATING UP TO ` [•] MILLION (THE “BIOCON SHAREHOLDERS RESERVATION PORTION”). THE OFFER WILL CONSTITUTE 11.0% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 10.0% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. PROMOTER OF OUR COMPANY: BIOCON LIMITED BID/ OFFER OPENS ON MONDAY, JULY 27, 2015* CLOSES ON WEDNESDAY, JULY 29, 2015 PRICE BAND: ` 240 TO ` 250 PER EQUITY SHARE OF FACE VALUE OF ` 10/- EACH THE FLOOR PRICE IS 24 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 25 TIMES OF THE FACE VALUE Simple, Safe, Smart way of Application - Make use of it !!! *Applications Supported by Blocked Amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account, investors can avail the same. For details, check section on ASBA below. ASBA* In case of any revision to the Price Band, the Bid/Offer Period will be extended by atleast three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer 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 BRLMs and at the terminals of the other members of the Syndicate. In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules,1957,as amended (“SCRR”), this is a Net Offer for atleast 10% of the post Offer paid-up equity share capital of our Company. The Offer is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), through the Book Building Process wherein 50% of the Net Offer shall be allocated 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, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 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 Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, may participate in this Offer 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), Non-Institutional Bidders and Biocon Shareholders Bidding under the Biocon Shareholders Reservation Portion for a Bid Amount of above `200,000 are mandatorily required to utilise the ASBA process to participate in this Offer. For details, see “Offer Procedure” on page 267 of the RHP. Bidders should note that on the basis of DP ID and Client ID as provided in the Bid cum Application Form, the Bidder may be deemed to have authorized the Depository to provide to the Registrar to the Offer, any requested Demographic Details of the Bidder as available on the records of the Depository. These Demographic Details may be used, among other things, for giving refunds and allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other correspondence(s) related to an Offer. Please note that refunds will be credited only to the bank account from which the Bid Amount was remitted to the Escrow Bank. Bidders are, advised to update any changes to their Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders sole risk. Bidders should ensure that DP ID and the Client ID are correctly filled in the Bid cum Application Form. The DP ID and Client ID provided in the Bid cum Application Form should match with the DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be rejected. Investors are cautioned that Bid cum Application Forms accompanied by non-CTS cheques are liable to be rejected due to any delay in clearing beyond five Working Days from the Bid/Offer Closing Date. Please note that in the event of a delay beyond five working days from the Bid/Offer Closing Date in clearing the cheques accompanying the Bid cum Application Form, for any reason whatsoever (including but not limited to any material calamities or any extension by the bank on the time period for clearing with permission of RBI or otherwise), such Bid cum Application Form will be liable to be rejected. Contents of the Memorandum of Association of the Company as regards its objects: For information on the main objects and other objects of the Company, see “History and Certain Corporate Matters” on page 136 of the RHP and Clause III of the Memorandum of Association of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Offer. For further details, see the section "Material Contracts and Documents for Inspection" on page 354 of the RHP. Liability of Members of the Company: Limited by shares. Amount of share capital of the Company and Capital Structure: The authorised share capital, issued, subscribed and paid up share capital of the Company as on the date of the RHP is as follows: The authorised share capital of the Company is ` 2,500,000,000 divided into 250,000,000 Equity Shares of ` 10 each. The issued, subscribed and paid-up share capital of the Company before the Offer is ` 2,000,000,000 divided into 200,000,000 Equity Shares of ` 10 each. For details of the Capital Structure, see “Capital Structure” on the page 69 of the RHP. Names of the signatories to the Memorandum of Association of the Company and the number of Equity Shares subscribed by them: Given below are the names of the signatories of the Memorandum of Association of the Company and the number of Equity Shares subscribed for by them at the time of signing of the Memorandum of Association of our Company – Kiran Mazumdar Shaw – 2 Equity Shares and Kumud Sampath –2 Equity Shares, aggregating to the 4 Equity Shares of ` 10/- each. LISTING: The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated May 20, 2015 and May 14, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. DISCLAIMER CLAUSE OF SEBI: SEBI only gives its observations on the offer documents and this does not constitute approval of either the Issue or the specified securities or the offer document. Investors are advised to refer to page 240 of the RHP for the full text of the Disclaimer Clause of SEBI. DISCLAIMER CLAUSE OF THE BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Red Herring Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Red Herring Prospectus. The investors are advised to refer to the Red Herring Prospectus for the full text of the Disclaimer clause of the BSE Limited. DISCLAIMER CLAUSE OF THE NSE - (The Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the ‘Disclaimer clause of the NSE’. GENERAL RISK: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer 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 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 in the Offer 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 the Red Herring Prospectus. Specific attention of the investors is invited to the “Risk Factors” on page 16 of the RHP. AVAILABILITY OF RED HERRING PROSPECTUS: Investors should note that investment in equity shares involved a high degree of risk. Investors are advised to refer to the Red Herring Prospectus, and the Risk Factors contained therein, before applying in the Issue. Full copy of the Red Herring Prospectus is available at the websites of SEBI, BSE, NSE and the BRLMs at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, www.axiscapital.co.in, https://www.credit-suisse.com/in/IPO/ and www.jefferies.com, respectively. AVAILABILITY OF APPLICATION FORMS: Bid-Cum-Application form can be obtained from the Registered Office of Company, BRLMs: Axis Capital Limited, Tel: (91 22) 4325 2183, Fax: (91 22) 4325 3000; Credit Suisse Securities (India) Private Limited, Tel: (91 22) 6777 3777, Fax: (91 22) 6777 3820; Jefferies India Private Limited, Tel: (91 22) 4356 6000, Fax: (91 22) 6765 5595. Syndicate Members: The Book Running Lead Managers, at selected locations of Sub-Syndicate Members participating in the issue. Bid cum Application Forms will also be available on the websites of BSE, NSE, Designated Branches of SCSBs. APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (ASBA): Investors may apply through the ASBA process. ASBA can be availed of by all investors (except anchor investors). Non-retail investors, i.e., QIBs and Non Institutional Bidders have to compulsorily apply through ASBA to participate in the Offer. The investor is required to fill the Bid cum Application form and submit the same to the relevant SCSB or the Syndicate Member at the Specified Location or the Registered Brokers at Broker Center. The SCSB will block the amount in the account as per the authority contained in Bid cum Application form. On Allotment, amount will be unblocked and account will be debited only to the extent required to be paid for Allotment of Equity Shares. Hence, there will be no need for refunds. Bid-cum- Application forms can also be downloaded from the websites of BSE and NSE. Bid-cum-Application form can be obtained from list of SCSBs that is available on the website of SEBI at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1380263338017.html, or members of the Syndicate. For more details on the ASBA process, please refer to the details given in the Bid-cum-Application form, abridged prospectus also please refer to the section, “Offer Procedure” beginning on Page 267 of the RHP. BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS: Axis Bank Limited, HDFC Bank Limited and ICICI Bank Limited. REFUND BANK: ICICI Bank Limited All capitalised terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP. For Syngene International Limited On behalf of the Board of Directors Sd/- Managing Director Place: Bengaluru Date: July 15, 2015 * Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date. BOOK RUNNING LEAD MANAGERS Investors can contact the Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems, such as non receipt of letters of Allotment, non credit of Allotted Equity Shares in the respective beneficiary account, non receipt of refund orders and non receipt of funds by electronic mode. REGISTRAR TO THE OFFER Axis Capital Limited 1st floor, Axis House C 2 Wadia International Centre Pandurang Budhkar Marg, Worli Mumbai 400 025, Maharashtra, India Tel: (+91 22) 4325 2183 Fax: (+91 22) 4325 3000 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.axiscapital.co.in Contact Person: Kanika Goyal SEBI Registration No.: INM000012029 Credit Suisse Securities (India) Private Limited 9th Floor, Ceejay House Plot F, Shivsagar Estate Dr. Annie Besant Road, Worli Mumbai 400 018, Maharashtra, India Tel: (+91 22) 6777 3777 Fax: (+91 22) 6777 3820 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: https://www.credit-suisse.com/in/IPO/ Contact Person: Mukti Hariharan SEBI Registration No.: INM000011161 Jefferies India Private Limited 42/43, 2 North Avenue Maker Maxity, Bandra-Kurla Complex Bandra (East) , Mumbai 400 051 Maharashtra, India Tel: (+91 22) 4356 6000 Fax: (+91 22) 6765 5595 E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www. jefferies.com Contact Person: Ranjan Prabhu SEBI Registration No.: INM000011443 Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32 Gachibowli, Financial District Nanakramguda Hyderabad 500 032 Tel: (+91 40) 6716 2222 Fax: (+91 40) 2300 1153 Email : [email protected] Investor Grievance E-mail: [email protected] Website: http:\\karisma.karvy.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 Mayank Verma Biocon SEZ, Biocon Park, Plot No. 2 & 3 Bommasandra Industrial Area IV Phase Jigani Link Road, Bommasandra Bengaluru 560 099, Karnataka, India. Tel: (+91 80) 2808 2808 Fax: (+91 80) 2808 3189 E-mail: [email protected] Website: www.syngeneintl.com COMPANY SECRETARY AND COMPLIANCE OFFICER BIDS CAN BE MADE FOR A MINIMUM OF 60 EQUITY SHARES AND IN MULTIPLES OF 60 EQUITY SHARES THEREAFTER

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Page 1: SYNGENE INTERNATIONAL LIMITED · Not for release in United States. This is only an advertisement for information purpose. This is not a Prospectus announcement and does not constitute

Not for release in United States. This is only an advertisement for information purpose. This is not a Prospectus announcement and does not constitute invitation or offer to acquire,purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India.

Syngene International Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed a Red Herring Prospectus with the Registrar of Companies, Bangalore. The Red Herring Prospectus is available on the website of the Securities and Exchange Board of India and the websites of Axis Capital Limited, Credit Suisse Securities (India) Private Limited and Jefferies India Private Limited. Investors should note that investment in Equity Shares involves a high degree of risk and for details should refer to the Red Herring Prospectus which has been filed with the Registrar of Companies, Bangalore, including the section titled “Risk Factors”.

The Equity Shares have not been, and will not be, registered under the Securities Act or any other applicable law of the United States and, unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and referred to in the Red Herring Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Red Herring Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside the United States in reliance on Regulation S under the Securities Act.”

C O N C E P T

SYNGENE INTERNATIONAL LIMITEDOur Company was incorporated as Syngene International Private Limited on November 18, 1993 at Bengaluru, Karnataka as a private limited company under the Companies Act, 1956. Pursuant to a special resolution of the shareholders dated March 26, 2007, our Company was converted into a public limited company and the name of our Company was changed to Syngene International Limited. A fresh certificate of incorporation consequent upon conversion to public limited company was issued on April 19, 2007. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 136 of the Red Herring Prospectus (“RHP”).

Registered and Corporate Office: Biocon SEZ, Biocon Park, Plot No. 2 & 3, Bommasandra Industrial Area IV Phase, Jigani Link Road, Bommasandra, Bengaluru 560 099, Karnataka, India.Contact Person: Mayank Verma, Company Secretary and Compliance Officer; Tel: (+91 80) 2808 2808; Fax: (+91 80) 2808 3189; E-mail: [email protected]; Website: www.syngeneintl.com

Corporate Identification Number: U51909KA1993PLC014937

INITIAL PUBLIC OFFER OF UP TO 22,000,000 EQUITY SHARES OF FACE VALUE OF ̀ 10 EACH (“EQUITY SHARES”) OF SYNGENE INTERNATIONAL LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [•] PER EQUITY SHARE) (“OFFER PRICE”) THROUGH AN OFFER FOR SALE BY BIOCON LIMITED (THE “SELLING SHAREHOLDER” AND OUR “PROMOTER”) (“OFFER / OFFER FOR SALE”) AGGREGATING UP TO ` [•] MILLION INCLUDING A RESERVATION OF 2,000,000 EQUITY SHARES FOR SUBSCRIPTION BY BIOCON SHAREHOLDERS FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE AGGREGATING UP TO ` [•] MILLION (THE “BIOCON SHAREHOLDERS RESERVATION PORTION”). THE OFFER WILL CONSTITUTE 11.0% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 10.0% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

PROMOTER OF OUR COMPANY: BIOCON LIMITED

BID/OFFER

OPENS ON MONDAY, JULY 27, 2015*

CLOSES ON WEDNESDAY, JULY 29, 2015

PRICE BAND: ` 240 TO ` 250 PER EQUITY SHARE OF FACE VALUE OF ` 10/- EACHTHE FLOOR PRICE IS 24 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 25 TIMES OF THE FACE VALUE

Simple, Safe, Smart way of Application - Make use of it !!!*Applications Supported by Blocked Amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account, investors can avail the same. For details, check section on ASBA below.ASBA*

In case of any revision to the Price Band, the Bid/Offer Period will be extended by atleast three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer 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 BRLMs and at the terminals of the other members of the Syndicate.In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules,1957,as amended (“SCRR”), this is a Net Offer for atleast 10% of the post Offer paid-up equity share capital of our Company. The Offer is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), through the Book Building Process wherein 50% of the Net Offer shall be allocated 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, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 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 Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, may participate in this Offer 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), Non-Institutional Bidders and Biocon Shareholders Bidding under the Biocon Shareholders Reservation Portion for a Bid Amount of above ̀ 200,000 are mandatorily required to utilise the ASBA process to participate in this Offer. For details, see “Offer Procedure” on page 267 of the RHP.Bidders should note that on the basis of DP ID and Client ID as provided in the Bid cum Application Form, the Bidder may be deemed to have authorized the Depository to provide to the Registrar to the Offer, any requested Demographic Details of the Bidder as available on the records of the Depository. These Demographic Details may be used, among other things, for giving refunds and allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other correspondence(s) related to an Offer. Please note that refunds will be credited only to the bank account from which the Bid Amount was remitted to the Escrow Bank. Bidders are, advised to update any changes to their Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders sole risk. Bidders should ensure that DP ID and the Client ID are correctly filled in the Bid cum Application Form. The DP ID and Client ID provided in the Bid cum Application Form should match with the DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be rejected.Investors are cautioned that Bid cum Application Forms accompanied by non-CTS cheques are liable to be rejected due to any delay in clearing beyond five Working Days from the Bid/Offer Closing Date. Please note that in the event of a delay beyond five working days from the Bid/Offer Closing Date in clearing the cheques accompanying the Bid cum Application Form, for any reason whatsoever (including but not limited to any material calamities or any extension by the bank on the time period for clearing with permission of RBI or otherwise), such Bid cum Application Form will be liable to be rejected.Contents of the Memorandum of Association of the Company as regards its objects: For information on the main objects and other objects of the Company, see “History and Certain Corporate Matters” on page 136 of the RHP and Clause III of the Memorandum of Association of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Offer. For further details, see the section "Material Contracts and Documents for Inspection" on page 354 of the RHP.Liability of Members of the Company: Limited by shares.Amount of share capital of the Company and Capital Structure: The authorised share capital, issued, subscribed and paid up share capital of the Company as on the date of the RHP is as follows: The authorised share capital of the Company is ̀ 2,500,000,000 divided into 250,000,000 Equity Shares of ̀ 10 each. The issued, subscribed and paid-up share capital of the Company before the Offer is ` 2,000,000,000 divided into 200,000,000 Equity Shares of ̀ 10 each. For details of the Capital Structure, see “Capital Structure” on the page 69 of the RHP.Names of the signatories to the Memorandum of Association of the Company and the number of Equity Shares subscribed by them: Given below are the names of the signatories of the Memorandum of Association of the Company and the number of Equity Shares subscribed for by them at the time of signing of the Memorandum of Association of our Company – Kiran Mazumdar Shaw – 2 Equity Shares and Kumud Sampath –2 Equity Shares, aggregating to the 4 Equity Shares of ̀ 10/- each.LISTING: The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated May 20, 2015 and May 14, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.DISCLAIMER CLAUSE OF SEBI: SEBI only gives its observations on the offer documents and this does not constitute approval of either the Issue or the specified securities or the offer document. Investors are advised to refer to page 240 of the RHP for the full text of the Disclaimer Clause of SEBI.DISCLAIMER CLAUSE OF THE BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Red Herring Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Red Herring Prospectus. The investors are advised to refer to the Red Herring Prospectus for the full text of the Disclaimer clause of the BSE Limited.DISCLAIMER CLAUSE OF THE NSE - (The Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the ‘Disclaimer clause of the NSE’.GENERAL RISK: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer 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 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 in the Offer 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 the Red Herring Prospectus. Specific attention of the investors is invited to the “Risk Factors” on page 16 of the RHP.

AVAILABILITY OF RED HERRING PROSPECTUS: Investors should note that investment in equity shares involved a high degree of risk. Investors are advised to refer to the Red Herring Prospectus, and the Risk Factors contained therein, before applying in the Issue. Full copy of the Red Herring Prospectus is available at the websites of SEBI, BSE, NSE and the BRLMs at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, www.axiscapital.co.in, https://www.credit-suisse.com/in/IPO/ and www.jefferies.com, respectively.AVAILABILITY OF APPLICATION FORMS: Bid-Cum-Application form can be obtained from the Registered Office of Company, BRLMs: Axis Capital Limited, Tel: (91 22) 4325 2183, Fax: (91 22) 4325 3000; Credit Suisse Securities (India) Private Limited, Tel: (91 22) 6777 3777, Fax: (91 22) 6777 3820; Jefferies India Private Limited, Tel: (91 22) 4356 6000, Fax: (91 22) 6765 5595. Syndicate Members: The Book Running Lead Managers, at selected locations of Sub-Syndicate Members participating in the issue. Bid cum Application Forms will also be available on the websites of BSE, NSE, Designated Branches of SCSBs.APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (ASBA): Investors may apply through the ASBA process. ASBA can be availed of by all investors (except anchor investors). Non-retail investors, i.e., QIBs and Non Institutional Bidders have to compulsorily apply through ASBA to participate in the Offer. The investor is required to fill the Bid cum Application form and submit the same to the relevant SCSB or the Syndicate Member at the Specified Location or the Registered Brokers at Broker Center. The SCSB will block the amount in the account as per the authority contained in Bid cum Application form. On Allotment, amount will be unblocked and account will be debited only to the extent required to be paid for Allotment of Equity Shares. Hence, there will be no need for refunds. Bid-cum-Application forms can also be downloaded from the websites of BSE and NSE. Bid-cum-Application form can be obtained from list of SCSBs that is available on the website of SEBI at http://www.sebi.gov.in/cms/sebi_data/attachdocs/1380263338017.html, or members of the Syndicate. For more details on the ASBA process, please refer to the details given in the Bid-cum-Application form, abridged prospectus also please refer to the section, “Offer Procedure” beginning on Page 267 of the RHP.BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS: Axis Bank Limited, HDFC Bank Limited and ICICI Bank Limited.REFUND BANK: ICICI Bank LimitedAll capitalised terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.

For Syngene International LimitedOn behalf of the Board of Directors

Sd/-Managing Director

Place: BengaluruDate: July 15, 2015

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

BOOK RUNNING LEAD MANAGERS

Investors can contact the Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems, such as non receipt of letters of Allotment, non credit of Allotted Equity Shares in the respective beneficiary account, non receipt of refund orders and non receipt of funds by electronic mode.

REGISTRAR TO THE OFFER

Axis Capital Limited 1st floor, Axis HouseC 2 Wadia International CentrePandurang Budhkar Marg, WorliMumbai 400 025, Maharashtra, IndiaTel: (+91 22) 4325 2183Fax: (+91 22) 4325 3000E-mail: [email protected] Grievance E-mail:[email protected]: www.axiscapital.co.inContact Person: Kanika GoyalSEBI Registration No.: INM000012029

Credit Suisse Securities (India) Private Limited 9th Floor, Ceejay HousePlot F, Shivsagar EstateDr. Annie Besant Road, WorliMumbai 400 018, Maharashtra, IndiaTel: (+91 22) 6777 3777Fax: (+91 22) 6777 3820E-mail: [email protected] Grievance E-mail: [email protected]: https://www.credit-suisse.com/in/IPO/Contact Person: Mukti HariharanSEBI Registration No.: INM000011161

Jefferies India Private Limited42/43, 2 North Avenue Maker Maxity, Bandra-Kurla Complex Bandra (East) , Mumbai 400 051Maharashtra, IndiaTel: (+91 22) 4356 6000Fax: (+91 22) 6765 5595 E-mail: [email protected] Grievance E-mail:[email protected]: www. jefferies.comContact Person: Ranjan Prabhu SEBI Registration No.: INM000011443

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32Gachibowli, Financial DistrictNanakramgudaHyderabad 500 032 Tel: (+91 40) 6716 2222Fax: (+91 40) 2300 1153 Email : [email protected] Grievance E-mail:[email protected]: http:\\karisma.karvy.com Contact Person: M. Murali KrishnaSEBI Registration No.: INR000000221

Mayank VermaBiocon SEZ, Biocon Park, Plot No. 2 & 3Bommasandra Industrial Area IV PhaseJigani Link Road, BommasandraBengaluru 560 099, Karnataka, India.Tel: (+91 80) 2808 2808Fax: (+91 80) 2808 3189E-mail: [email protected]: www.syngeneintl.com

COMPANY SECRETARY AND COMPLIANCE OFFICER

BIDS CAN BE MADE FOR A MINIMUM OF 60 EQUITY SHARES AND IN MULTIPLES OF 60 EQUITY SHARES THEREAFTER