|Basis of Allotment|
is only an advertisement for information purposes and not a Prospectus announcement This
does net constitute invitation or offer to acquire, purchase or subscribe for securities.
Not for publication or distribution, directly or indirectly outside India.
QUESS CORP LIMITED
Our Company was incorporated as IRIS Human Capital Solutons Pnvate Limited on September 19, 2007 at Bangaluru, Karnataka as a private limited company under the Companies Act. 1956. Pursuant to a special resolution of our Shareholders dated October 12, 2007. our Company's name was changed to IKYA Human Capital Solutions Private Limited and a fresh certificate of incorporation consequent upon the change of name was issued by the registrar of Companies, Bangalore ("RoC') on October 15, 2007. Subsequently, pursuant to a special resolution of our Shareholders dated May 14, 2013. our Company was converted into a public limited company and the narne of our Company was changed to IKYA Human Capital Solutions Limited. A fresh certificate of incorporation consequent upon conversion to a. public limited company was. issued by the RoC on July 2, 2013. Thereafter, pursuant to a special resolutionof our Shareholders dated December 4,2014. our Company's, name was changed to Quess Corp Limited. A fresh certificate of incorpofalion consequent upon the change of name was issued by the RoC on January 2, 2015. For details of change in the name and registered office of our Company, see "History and Certain Corporate Matters" on page 168 of the Prospectus.
Registered & Corporate Officet: 3/3/2, Bellandur
Gate, Sarjapur Main Road Bengaluru 560 103, Karnataka, India. Tel: +91 80
6105 6000; Fax: +91 80 6105 6406:
OUR PROMOTERS: AJIT ABRAHAM ISAAC AND THOMAS COOK (INDIA) LIMITED
BASIS OF ALLOTMENT
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 Tuesday, July 12,2016.
INITIAL PUBLIC OFFERING CONSISTING OF A FRESH ISSUE OF 12,618,297 EQUITY SHARES OF FACE VALUER OF RS 10 EACH ("EQUITY SHARES"} OF QUESS CORP LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE Of RS 317 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 307 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO RS 4,000.00 MILLION ("ISSUE"). THE ISSUE CONSTITUTES 10.02% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE ISSUE PRICE: RS 317 PER EQUITY SHARE OF FACE VALUE OF RS 10 EACH
Risks to Investors:
i The 4 Book Running Lead Managers associated with the Issue have
handled 23 public issues in the past three years, of which 9 issues closed below the issue
price on listing date.
*The Anchor Investor Bid/Issue Period opened and closed one Working Day prior io the Bid/issue Opening Dais, i.e., June 28, 2016
The Issue has been made through the Book Building Process, in terms of Rule 19(2}(b)(ii) of the Securities Contracts (Regulation} Rules, 1957, as amended ("SCRR") and in compliance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBI Regulations"), wherein at least 75% of the Issue was allocated on a proportionate basis to Qualified institutional Buyers ("QIBs") ("QIB Category").Our Company, in consultation with the BRLMs. allocated up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI Regulations ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being receive from domestic Mulual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Category was 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 Issue Price. Further, not more than 15% of the Issue was made available for allocation on a proportionate basts to Non-Institutional Investors and not more than 10% of the Issue was available for allocation to Retail Individual Investors in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amoum ("ASBA") process providing details of their respective ASBA accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Anchor Investors were not permitted to participate in the Issue through the ASBA process. For Details, see "issue Procedure" on page 464 of the Prospectus. A copy of the Red Herring Prospectus and the Prosperous each has been delivered for registration to the Registrar of Companies, Bangalore ("RoC") in accordance with the Companies Act, 2013.
The Issue received 709,261 Applications for 1,028,412,225 Equity Shares (before technical rejections) resulting in 81.502 times subscription. The details of the Applications received in the Issue from various categories are as under: (Before technical rejections)
# At the upper end of the price band.
A summary of the final demand as perlhe BSE and the NSE as on the Bidrlssue Closing Dale- at different Bidcncesisas jnder
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on July 07,2016.
A. Allotment to Retail In dividual Investors (After Technical Rejections)
The Basis of Allotment to the Retail Individual Investors, who Bid at Cut-off Price or at or above the-Issue Price of Rs 317 per Equity Share was finalized in consultation with BSE. The category has been subscribed to the extent of 32.8034 times. Since the number of Retail Individual Investors who had submitted valid Bids in the Issue was more than Maximum Retail Individual Investors Allottees, the Retail individual Investors (in that category) who were allotted minimum Bid Lot have been determined on the basis of draw of lots The tatal number of Equity Shares Allotted in this category is 1,261,829 Equity Shares to 28,040 successful Bidders. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non Institutional Investors (After Technical rejections)
The Basis of Allotment to the Non-Institutional Investors, who Bid at or above the Issue Price of Rs 317 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extenl of 393 6559 times. Since the proportionate allotment for Non- Institutional Investors in a few categories was less than the minimum Bid Lot per Bidder, the successful Bidders in the Non-institutional Investors category were determined by draw of lots. The total number of Equity Shares Allotted in this calegary is 1,892,744 Equity Shares to 436 successful Bidders.
The category-wise details of the Basis of Allotment are as under: (SAMPLE)
C. Allotment to QIBs excluding Anchor Investors
The Basis of Allotment to QIBs who Bid at or above the Issue Price of Rs 317 per Equity Share has been done on a proportionate basis consultation with the BSE.This category has been subscribed to the extent of 60.483 times. As per the SEBI Regulations. Mutual Funds were Allocated 5% of the Equity Shares of Net QIB Portion available i.e. 189,275 Equity Shares and other QIBs, including Mutual Funds. were Allocated the remaining available 3,596,215. The total numberof Equity Shares allotted in the QIB category is 3,785,490 Equity Shares, which were allotted to 108 successful Applicants. The category-wise details of the Basis of Allotment are as under:
D. Allotment to Anchor Investors.
The Company in consultation with the BRLMs has Allocated 5,678,234 Equity Shares to 15 Anchor Investors through 22 Application at the Anchor Investor Issue Price of Rs 317 per Equity Shares in accordance with the SEBI Regulations. This represente 60.00% of the QIB Category
The Board of Directors of the Company at it's meeting held on July 08, 2016, has approved the Basis of Allotment of the Equity Share approved by the Designated Stock Exchange, being BSE and Allotted the Equity Shares to various successful Applicants.
The Allotment Advice - cum -refund advice and/or notices will be dispatched to the address of the investors as registered with the depositories. Further, instructions to the Self Certified Syndicate Banks have been issued on July 08,2016 for unblocking and transfer of funds. In case the same is not received within ten days, investors may contact the Registrar to the Issue at the address given below. the Refund Advice have been over-printed with the Bank account details as registered, if any, with the depositories. The Equity Shares Allotted to the successful Applicants have been credited on July 08,2016 to their 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 trading on the BSE and the NSE within Six. Working Days from the Bid/issue Closing Date. The Company has filed the listing application with BSE & NSE on July 08, 2016.
Note: All capitalized terns used and not defined herein shall have the respective meanings assigned to them in the Prospectus dated July 04,2016 filed with the Registrar of companies, Bangalore ("Prospectus")
INVESIORS PLEASE NOTE
All future correspondence in this regard may kindly be addressed to the Registrar to the issue quoting full name of the First/Sole applicant, Serial number of the Bid-Cum-Application form, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payments details at the address given below:
Link Intime India Private Limited
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUIIY SHARES ON LISTINGOR THE BUSINESS PROSPECTS OF QUESS CORP LIMITED