|Basis of Allotment|
IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS
ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR
SUBSCRIBE FOR SECURITIES. NOT FOR PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY
CL Educate Limited
Our Company was incorporated in New Delhi as 'Career Launcher
(India) Private Limited' on Apiil 25,1996 under the Companies Act. 1956
("Companies Act 1956") with the Registrar of Companies. National Capital
Territory of Delhi and Haryana ("RoC"). Pursuant to a resolution
of our shareholders dated April 25, 2000. our Company was converted to a public
limited company follow which our company was converted to a public limited following
which our name was changed to 'Career Launcher (india) Limited, and a fresh certificate of
incorporation was issued by the Roc on June 17, 2000. Pursuant to a resolution of our
shareholders dated February 28, 2011, our name was changed to 'CL Educate Limited', and a
fresh certificate of incorporation was issued by the Roc on March 18, 2011. Registered
and Corporate Office: A-41, Espie Building, Lower Ground Floor, Mohan
Co-operative Industrial Area, Main Mathura Road, New Delhi 110044, India, Tel.;
+91 (11) 4128 1100,
PROMOTERS: SATYA NARAYANAN .R GAUTAM PURI, NIKHIL MAHAJAN, R. SHIVA KUMAR, SREEINIVASAN R, SUJIT BHATTACHARYYA AND BILAKES CONSULTING PRIVATE LIMITED
The Equity Shares are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading in Equity Shares will commence on March 31, 2017.
INITIAL PUBLIC OFFERIINC OF UP TO 4,760,000 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ("EQUITY SHARES") OF CL EDUCATE LIMITED ("CL EDUCATE" OR "OUR COMPANY" OR'THE COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 502 PER EQUITY SHARE (THE "OFFER PRICE") AGGREGATING UP TO RS 2,389.52 MILLION (THE "OFFER"). THE OFFER COMPRISES A FRESH ISSUE OF 2,180,119 EQUITY SHARES BY OUR COMPANY A ("FRESH ISSUE") AND AN OFFER FOR SALE OF UP TO 2,579,881 EQUITY-SHARES BY THE SELLING SHAREHOLDERS, INCLUDING UPTO 974,000 EQUITY SHARES BY CERTAIN OF OUR PROMOTERS AND MEMBERS OF THE PROMOTER GROUP ("OFFER FOR SALE"). THE OFFER SHALL CONSTITUTE 33.61 % OF THE POST OFFER PAID4JP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR DETAILS OF THE EQUITY SHARES OFFERED BY EACH SELLING SHAREHOLDER, SEE "CAPITAL STRUCIURE" ON PAGE 71 OF THE PROSPECTUS
Offer Price; Rs 502 per Equity Share of face value of Rs 10 each | Anchor Investor Offer Price: Rs 502 per Equity Share | The Offer Price is 50.2 times of the face value
Risks to Investors
1.) The Merchant Banker associated with the Issue has handled 19 public
issues in the past three years out of which 5 issues closed below the issue price on
*The Anchor Investor Buying Date was one Working day prior to the BID/OFFER Opening Date i.e. Friday, March 17,2017.
BASIS OF ALLOTMENT
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the "SCRR") the Offer was made for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer was made through the Book Building Process, in compliance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"), where 50% of the Offer has been allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Category"). Our Company in consultation with the BRLM has allocated 60%of the QIB Category to Anchor investors, on a discretionary basis (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid bids received from domestic Mutual Funds at or above the Anchor Investor Offer Price. Further. 5% of the QlB Category (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual funds only. The remainder was available for allocation on a proportionate basis to QIBs and Mutual Funds, subject , to valid Bids received from them at or above the Offer Price, Further, not less than 15% of theOffer was available for allocation on a proportionate basis to Non-lnstitutional Investors and not less than 35% of the Offer was available for allocation to Retail Individual tnvestors, in accordance with the SEBI ICDR Regulations, subjeel to valid Bids received at or above the Offer Price. For details in this regard, specific attention is muted to "Offer Procedure' on page 510 of the Prospectus,
The Offer received 73,330, Applications for 80,06,146 Equity Shares (before technical rejections} resulting in subscription of 1.68 times (including Anchor Portion). The details oof the Applications received in the Offer from various categories are as under (before technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being national Stock Exchange of India Limited ("NSE'") March 28, 2017.
A. Allocation to Retail Individual Bidders (After Technical Rejections)
The Basis of Allotment to the Retail Individual Bidders, who have bid at Cut-off or at the Offer Price of Rs 502 per Equity Share, was finalized in consultation with NSE. This category has been subscribed to the extent of 1.54 tines. The total number of Equity Shares Allotted in Retail Individual Bidders category is 19,07,602 Equity Shares to 65,779 successlul applicant. The category-wise details of the Basis of Alltotment are as under:
B. Allocation to Non Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non Institutional Bidders, who have bid at the Offer Price of Rs 502 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.18 times. The total number of Equtty Shares allotted in this category is 1,27,252 Equity Shares to 37 successful applicants. The calegory-wise details of the Basis of Allotment are as under
The under subscribed portion of 5,86,748 Equity Shares in Non-institutional Bidders category has been spilled over to QIB and Retail categories in a ration of 50:35.
C Allocation to QIBs (Excluding Anchor Investors)
Allotment to QIBs, Who have bid at the Offer Price of Rs 502 per Equity Share or above, has been done on a proportionat basis in consultation with the NSE. This category has been subscribed to the extent of 3.65 times As per the SEBI ICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 64,858 Equiiy Shades (including under subscribed portion of 17,258 Equity Shares spiled over from Non Institutional Category) and other QIB (including Mutual Funds) were allotted the remaining available Equitv Shares i.e. 12,32,288 Equity Shares including under subscribed portion of 3,27,888 Equity Shares spilled over from Non Institutional Category) on a proportionate basis. The total number of Equity Shares allotted in the Qib Category is 12,97,146 Equity Shares which were allootted to 16 successful Applicants.
D.Allocation to Anchor Investors
The Company has allotted 14,25,000 Equity Shares to 9 Anchor Investors, in consultation with the BRLM. In accordance with the SEBI ICDR Regulations, this represents 60% of the QIB Portion.
The IPO Committee of the Board of our Company at its meeting held on March 29, 2017 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock, being NSE and has allotted the equity shares to various successful applicants.
The Allotment Advice cum Refund intimation have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been dispatched/mailed on March 28,2017 for unblocking and transfer of funds. The Refund Advices have been over-printed with the bank account details as registered, if any. with the depositories. In case the same is not received within ten days, investors may contact the Registrar to the Offer Karvy Computershare Private Limited. at the address given below. The Equity Shares allotted to the successful allottees have been credited on March 29, 2017, for credit in to the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company is taking steps for completion of the necessary formalities to get the Equity shares admitted for listing and trading on BSE and NSE within six Working Days from the Bid/offer closing Date.
All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prosperous.
INVESTORS PLEASE NOTE
The details of the Basis of Allotment made shall be hosted on the websde of the
Registrarto the Offer, Karvy Computershare Private Limited at www.karisma.karvy.com
Karvy Computershare Private Limited
Karvy Selenium Tower B,plot 31-32, Gachibowli, Financial District, Nanakramguda,
Hyderabad 500 032, Telangana. India, Tel: +91 (40) 6716 2222 / Fax: +91 (40) 2343 1551.
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS ON CL EDUCATE LIMITED
CL Educate Limited has filed the prospectus dated March 24, 2017 with the RoC in relation to its intial Public Offering. The Prospectus is available on the websites of SEBI, BSE. NSE at www.sebi.gov.in www.bseindia.com www.nseindia.com respectively and the BRLM at www.investmentbank.kotak.com Investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, refer to the prospectus including the section titled "Risk Factors" on page 14 of the Prospectus.