|Basis of Allotment|
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY ANO IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NO' CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES NOT FOR RELEASE PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA.
|AGS TRANSACT TECHNOLOGIES LIMITED|
Our Company was incorporated in Mumbai, Maharashtra on December 11, 2002 as AGS 'Infotech Private Limited', a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to AGS Transact Technologies Private Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of Incorporation dated June 3, 2010. Our Company was then convened into a public limited company and consequently, its name was changed to AGS Transact Technologies Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of incorporation dated July 20, 2010. For further details in relation to changes in the name of our Company, see "History and Certain Corporate Matters" on page 182 of the Prospectus dated January 22, 2022 ("Prospectus") filed with the Registrar of Companies, Maharashtra at Mumbai ('RoC').
|Registered Office: 601-602 Trade World, B Wing, Kamala Mill Compound, Senapati Bapat Marg, Louver Parel, Mumbai - 400 013 Maharashtra, India.|
|Tel: +91 22 6781 2000, Corporate Office: 14th Floor, Tower 3, One International Center, Senapati Bapat Marg, Prabhadevi (West), Mumbai - 400 013, Maharashtra, India. Tel: +91 22 7181 8181|
|Contact Person: Ms. Sneha Kadam, Company Secretary and Compliance Officer, Email: email@example.com, Website: www.agsindia.com|
|Corporate Identity Number: U72200MH2002PLC138213|
|OUR PROMOTERS: MR. RAVI B. GOYAL AND VINEHA ENTERPRISES PRIVATE LIMITED|
Our Company has filed the Prospectus with the RoC and 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 will commence on January 31, 2022.
|BASIS OF ALLOTMENT|
INITIAL PUBLIC OFFERING OF 38,857,141 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH (THE "EQUITY SHARES") OF AGS TRANSACT TECHNOLOGIES LIMITED (OUR "COMPANY" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 175 PER EQUITY SHARE (INCLUDING A PREMIUM OF RS.165 PER EQUITY SHARE) AGGREGATING TO RS. 6,800 MILLION (THE "OFFER") THROUGH AN OFFER FOR SALE OF 38,718,857 EQUITY SHARES BY MR. RAVI B. GOYAL (THE "PROMOTER SELLING SHAREHOLDER") AGGREGATING TO RS. 6,775.80 MILLION, 43,600 EQUITY SHARES AGGREGATING TO RS.7.63 MILLION BY MR. V.C. GUPTE, 34,114 EQUITY SHARES AGGREGATING TO RS. 5.97 MILLION BY MR. SHAILESH SHETTY, 26,514 EQUITY SHARES AGGREGATING TO RS. 4.64 MILLION BY MR. RAKESH KUMAR, 17,028 EQUITY SHARES AGGREGATING TO RS. 2.98 MILLION BY MR. NIKHIL PATIYAT AND 17,028 EQUITY SHARES AGGREGATING TO RS. 2.98 MILLION BY MR. RAJESH HARSHEDRAI SHAH (COLLECTIVELY, THE "OTHER SELLING SHAREHOLDERS", AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES"). THE OFFER CONSTITUTES 32.28% OF THE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH, THE OFFER PRICE IS RS. 175 AND THE OFFER PRICE IS 17.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.
|OFFER PRICE: RS. 175 PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH|
|ANCHOR INVESTOR OFFER PRICE: RS. 175 PER EQUITY SHARE|
|THE OFFER PRICE IS 17.5 TIMES THE FACE VALUE OF EQUITY SHARES|
|Risks to Investors|
|Below financial details and ratios may not be indicative of our market price on listing or thereafter:|
|Period||Revenue from operations||Profit/ (loss) attributable to equity shareholders|
|Five months ended August 31, 2021||Rs. 7,534.00 million||Rs. (181.05) million|
|Fiscal 2021||Rs. 17,589.44 million||Rs. 547.92 million|
|Fiscal 2020||Rs. 18,004.43 million||Rs. 830.14 million|
|Fiscal 2019||Rs. 18,057.42 million||Rs. 661.94 million|
|Market capitalization to revenue from operations (at upper end of price band)||Price to earnings ratio (at upper end of price band)||Nifty Fifty price to earnings ratio*|
|*As on January 11, 2022|
|||We derive a significant portion of our revenues from our customers in the banking sector in India. For the five months ended August 31, 2021, and financial years 2021, 2020 and 2019, our aggregate revenue from our customers in the banking sector were 66.9%, 68.1%, 71.7% and 70.8% of our total revenue from operations, respectively. Consequently, any adverse development in the growth of the number of Automated Teller Machines (ATMs) or the usage of Automated Teller Machines (ATMs) in India could have an adverse effect on our business, results of operations, cash flows and financial condition.|
|||Average cost of acquisition of Equity Shares held by the Selling Shareholders ranges from Nil per Equity Share to Rs. 39.13 per Equity Share and Offer Price is Rs. 175 per Equity Share.|
|||Weighted Average Return on Net Worth for Fiscals 2021, 2020, 2019 is 13.36 %.|
|||The 3 BRLMs associated with the Offer have handled 32 public issues in the past one year, out of which 9 issues closed below the offer price on the listing date respectively.|
|BID/ OFFER OPENED ON WEDNESDAY, JANUARY 19, 2022|
|BID/OFFER CLOSED ON FRIDAY, JANUARY 21, 2022|
|ANCHOR INVESTOR BIDDING DATE WAS TUESDAY, JANUARY 18, 2022|
The Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "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 Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis In accordance with the SEBI ICDR Regulations (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion was made 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 Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are required to mandatorily utilize the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA accounts and UPI ID (in case of Retail Individual Bidders) if applicable, in which the corresponding Bid Amounts will be blocked by the self-certified syndicate banks ("SCSBs") or under the UPI Mechanism, as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see "Offer Procedure" on page 411 of the Prospectus.
The bidding for Anchor investors opened and closed on Tuesday, January 18, 2022, The Company received 17 applications from 13 anchor investors for 12,199,965 Equity Shares. The Anchor investor price was finalized at Rs. 175 per Equity Share. A total of 11,657,141 shares were allocated under the Anchor Investor Portion aggregating to Rs. 2,039,999,675.00.
The Offer received 252,234 applications for 204,580,040 Equity Shares (prior to technical rejections) resulting in 5.26 times subscription. The details of the applications received in the Offer from various categories are as under: (before technical rejections):
|Sr No.||Category||No. of Applications Applied||No. of Equity Shares||Equity Shares Reserved as per Prospectus||No. of times Subscribed||Amount (Rs.)|
|A.||Retail Individual Investors||251,641||26,755,960||13,600,000||1.9674||4,681,212,140,00|
|B||Non-Institutional Investors||564||143,709,925||5,828,572||246561||25,149,070,530 00|
|C.||Qualified Institutional Bidders (excluding Anchor Investors)||12||21,914,190||7,771,428||2.8198||3,834,983,250,00|
A summary of the final demand as at different Bid prices s as under:
|Bid price||No. of Equity Shares||% to Total||Cumulative Total||Cumulative % of Total|
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE Limited on January 27, 2022.
A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs. 175 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 1.8829 times The total number of Equity Shares Allotted in Retail Portion Is 13,600,000 Equity Shares to 160,000 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:
|Category||No. of Applications Received||%of Total||Total No. of Equity Shares Applied||%to Total||No. of Equity Shares Allotted per Bidder||Ratio||Total No. of Equity Shares Allotted|
B. Allotment 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. 175 per Equity Share, was finalized in consultation with BSE. The Non-Institutional Portion has been subscribed to the extent of 24.5976 times. The total number of Equity Shares Allotted In this category is 5,828,572 Equity Shares to 485 successful Non-Institutional Bidder The category-wise details of the Basis of Allotment are as under; (Sample)
|Category||No. of Applications Received||% of Total||Total No. of Equity Shares Applied||% to Total||No, of Equity Shares Allotted per Bidder||Ratio||Total No. of Equity Shares Allotted|
C. Allotment to QIBs (Net QIB Portion)
Allotment to QIBs, who have Bid at the Offer Price of Rs.175 per Equity Share, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 2,82 times of QIB Portion. As per the SEBI ICDR Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e., 388,572 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 7,382,856 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 7,771,428 Equity Shares, which were allotted to 12 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
D. Allotment to Anchor Investors
The Company and the Promoter Selling Shareholder, in consultation with the BRLMs, have allocated 11,657,141 Equity Shares to 13 Anchor Investors (through 17 Applications) at the Anchor Investor Offer Price of Rs.175 per Equity Share in accordance with the SEBIICOR Regulations. This represents 60% of the QIB Portion.
The Board of Directors of our Company on January 27, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful Bidders, The Allotment Advice-cum- Intimations and/ or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on January 27, 2022 and payment to non-Syndicate brokers have been issued on January 27, 2022. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on January 27, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned, The Company has filed the Listing application with BSE and NSE on January 27, 2022. The Company has received listing and trading approval from BSE and NSE and the trading will commence on January 31, 2022.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made will be hosted on the website of the Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in
All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:
|Link Intime India Private Limited|
|C-101, 1st Floor, 247 Park, L B.S. Marg, Vikhroli West.|
|Mumbai - 400 083. Maharashtra. India|
|Tel: +91 22 4918 6200|
|Investor grievance e-mail: firstname.lastname@example.org|
|Contact person Ms. Shanti Gopalkrishnan|
|SEBI Registration No.: INR000004058|
|For AGS TRANSACT TECHNOLOGIES LIMITED|
|On behalf of the Board of Directors|
|Date: January 28, 2022||Company Secretary and Compliance officer|
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING ORTHE BUSINESS PROSPECTS OF AGS TRANSACT TECHNOLOGIES LIMITED.
AGS TRANSACT TECHNOLOGIES LIMITED has filed the Prospectus with the RoC on January 22, 2022. The Prospectus is available on the website of SEBI at www.sebi.gov.in , websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com , respectively and on the websites of the BRLMs i.e. ICICI Securities Limited, HDFC Bank Limited and JM Financial Limited at www.icicisecurities.com, www.hdfcbank.com and www.jmfl.com, respectively. Potential Investors should note that investment in equity shares involves a high degree of risk. For details, potential investors should refer to the Prospectus which has been filed with the RoC, including the section titled "Risk Factors" on page 24 of the Prospectus.
The Equity Shares offered in the Offer have not been and will not be registered under the U S. Securities Act of 1933, as amended ("U.S. Securities Act"), or any state law of the United States and, unless so registered, 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 U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold, outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; There will be no offering of the Equity Shares in the United States.