ICICI LOMBARD GIC Share price

ICICI Bank (then known as ICICI Limited) Fairfax Lombard Canada Ltd. Lombard General Insurance Company of Canada Lombard Insurance Company and Zenith Insurance Company had executed the Original Joint Venture Agreement on October 4 2000 for incorporation of a joint venture company under the name of “ICICI Lombard General Insurance Company Limited” for operating the general insurance business in all regions in India and for providing general insurance products and related services. Consequently our Company was incorporated on October 30 2000 as ICICI Lombard General Insurance Company Limited a public limited company under the Companies Act 1956 with the Registrar of Companies Mumbai. Our Company obtained the certificate of commencement of business on January 11 2001 from the Registrar of Companies Mumbai. Our Company is registered with IRDAI for carrying out the Class of Business pursuant to the registration certificate dated August 3 2001. At that time ICICI Bank and Lombard Canada Ltd. (a nominee of Fairfax) held 74% and 26% of our then issued and paid-up capital respectively. In August 2003 pursuant to a rights issue wherein Equity Shares were allotted to ICICI Bank and Winterthur Insurance (Far East) Pte Limited (a nominee of Fairfax) the shareholding of ICICI Bank and Fairfax (through its affiliates Lombard Canada Ltd. (holding 13% of our then issued and paid-up capital) and Winterthur Insurance (Far East) Pte Limited (holding 13% of our then issued and paid-up capital)) remained at 74% and 26% of our issued and paid-up capital respectively. In October 2003 Winterthur Insurance (Far East) Pte Limited transferred its entire undertaking to First Capital Insurance Limited which was approved by Court of Republic of Singapore. Thereafter the entire shareholding of Lombard Canada Ltd. and First Capital Insurance Limited aggregating to 26% of our then issued and paid-up capital was transferred to FAL (a nominee of Fairfax) and the same was approved by IRDAI through its letters dated June 28 2006 and September 15 2006 respectively. The Original Joint Venture Agreement was subsequently amended vide an amendment agreement dated October 30 2015 after which there was a sale of 9% of our then issued and paid-up capital of our Company by ICICI Bank to Fairfax and/or its affiliates nominated in writing on March 31 2016. The Original Joint Venture Agreement was amended and restated vide the Amended and Restated Joint Venture Agreement executed on March 8 2016 (and as amended on April 11 2016) among ICICI Bank Fairfax Northbridge Financial Corporation (successor by merger to Lombard Canada Ltd.) Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada) Northbridge Personal Insurance Corporation (formerly Lombard Insurance Company) and Zenith Insurance Company to consolidate the amendments made by the amendment agreement dated October 30 2015 and to ensure compliance with the IRDAI Control Guidelines. On June 16 2017 Oben General Insurance Limited an entity in which Fairfax has invested obtained an in-principle approval from IRDAI to form an insurance company in India subject to terms and conditions mentioned in the approval letter. One of the conditions mentioned therein required Fairfax to reduce its equity holding in our Company to below 10%. Thereafter the Amended and Restated Joint Venture Agreement was terminated pursuant to the termination agreement dated July 3 2017 subject to certain terms and conditions set out therein Fairfax has withdrawn the nomination of all its directors from our Board and has issued a waiver letter dated July 2 2017 whereby it waived its special rights under the Articles of Association. For further details please refer to “History and Certain Corporate Matters - Key shareholders’ agreement - Original Joint Venture Agreement and Amended and Restated Joint Venture Agreement” on page 195. Additionally pursuant to the Deed of Assignment executed between Northbridge Financial Corporation and our Company the trademark “Lombard” has been assigned to our Company for a consideration of Rs. 10000. On July 6 2017 FAL transferred 48101387 Equity Shares constituting 10.60% of our issued and paid-up capital to certain private equity / financial investors. On July 7 2017 FAL transferred 7211596 Equity Shares constituting 1.59% of our issued and paid-up capital to a financial investor. Therefore as on date of this Red Herring Prospectus ICICI Bank and FAL hold 285605284 Equity Shares and 99464479 Equity Shares constituting 62.92% and 21.91% our issued and paid-up capital respectively. Further pursuant to the Offer ICICI Bank and FAL proposes to sell 31761478 Equity Shares and 54485709 Equity Shares constituting 7.00% and 12.00% of our issued and paid-up capital to the public (the “Proposed Reduction”) respectively. Accordingly immediately following the Offer ICICI Bank and FAL will hold 253843806 Equity Shares and 44978770 Equity Shares constituting 55.92% and 9.91% of our issued and paid-up capital respectively (calculated on the basis of the issued and paid-up capital as on date of this Red Herring Prospectus). Our Company has pursuant to its letters dated July 3 2017 and July 4 2017 informed the IRDAI and the Stock Exchanges respectively in relation to (i) the execution of the abovementioned termination agreement dated July 3 2017 (ii) withdrawal of nomination of the directors and (iii) issuance of the abovementioned waiver letter dated July 2 2017 and that FAL and Fairfax shall not be disclosed as promoter in the offer document to be filed with SEBI and in the shareholding pattern of our Company.The IRDAI through its letter dated July 6 2017 advised our Company to note that FAL shall continue to be promoter of our Company till such time as their shareholding is in excess of 10% in our Company.In terms of the proviso to Regulation 2(1)(x) of the IRDAI Issuance of Capital Regulations for the purpose of filing of the offer document with SEBI the definition of “promoter” under the SEBI Regulations shall apply. Given the definition of “promoter” under the SEBI Regulations and the Companies Act 2013 and the facts mentioned herein above (i) ICICI Bank is considered to be in “control” of our Company as per the provisions of the SEBI Regulations (ii) in light of (i) above ICICI Bank is instrumental in the formulation of a plan or programme pursuant to which Equity Shares are being offered to public through the Offer and the rights relating to IPO provided to Fairfax / FAL under the termination agreement dated July 3 2017 are merely protective in nature and (iii) while our Company has identified Fairfax or FAL as promoter in its annual return for Fiscal 2016 the aforementioned developments (including execution of the termination agreement dated July 3 2017 the nomination of all its directors being withdrawn by Fairfax and issuance of the waiver letter dated July 2 2017) have taken place after March 31 2016 and after the filing of such annual return and (iv) post the Offer the shareholding of Fairfax / FAL would be below 10% of our issued and paid-up capital. Major events and milestones of our Company 2001- Our Company started operations2004- Became the largest private sector general insurer2006- Crossed the mark of 1 million policies- Crossed the receipt of Rs. 10.00 billion of GDPI 2010- Settled more than 5 million claims 2014- Number of policies issued by our Company crossed 10 million - Profit after tax crossed Rs. 5.00 billion2015- Investment book size crossed Rs. 100.00 billion2016- First general insurance company of India to issue subordinated debt2017- Crossed Rs. 100.00 billion of GDPIAwards and Accreditations2017- Bancassurance Leader of the Year (General Insurance – Large Category) and Technology Initiative of the Year (General Insurance Category) at ‘Fintelekt Insurance Awards 2017’-  Celent Model Insurer Asia Awards in the Digital and Omnichannel category Chatbot ‘MyRA’ was presented the award the category ‘Legacy and Ecosystem Transformation’- Silver Medal Winner for Best Contact Center in Asia Pacific 2017 presented by Contact Center World the Global Association for Contact Center and Customer Engagement Best Practices- Best Legal Department Asia Pacific Region at International Legal Alliance Awards New York2016 -  Golden Peacock Award for Business Excellence 2016- Claim Service Leader (General Insurance - Large Category) at Indian Insurance Awards Technology Innovation – General Insurance Award at Indian Insurance awards- Frost and Sullivan India Best Practices Award for Most Innovative Health Insurance Company of the Year- World Quality Congress - Global Awards 2016- LACP USA 2015 / 2016 ‘Vision Awards’ - A Gold Award in the Insurance Category for its Annual Report 2015-16- Best Legal Department for 2016 at India Legal Summit & Legal Awards- IPRCCA 2016 in CSR & NOT-FOR-PROFIT Category for ‘Ride to Safety’ CSR campaign2015- Outlook Money Non-Life Insurer of the Year 2015- Golden Peacock Corporate Social Responsibility Award 2015- Golden Peacock Innovation Management Award 2015- e-Business Leader General Insurance (Large Company Category) - Award 2015 at the Indian Insurance Awards- Best Travel Insurance Company 2015 at CNBC Awaaz Travel Awards