|Basis of Allotment|
|This is an advertisement for information purposes only. This is not a
Prospectus announcement, and does not constitute an invitation or offer to acquire,
purchase or subscribe to securities. Not for publication or distribution, directly or
indirectly outside India. All the Capitalized terms used and not specifically defined here
shall have the same meaning as ascribed to them in the Prospectus dated October 19, 2015
COFFEE DAY ENTERPRISES LIMITED
Our Company wasoriginally formed as a partnership firm constituted underthe Indian PartnershipAct, 1932 on February 1,2008 underthe name Coffeeday Holding Co. Coffeeday Holding Co. was thereafter converted from a partnership firm to a private limited company under Part IX of the Companies Act, 1956 as Coffee Day Holdings Company Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Bengaluru, Kamataka ("RoC") on June 20,2008. The name of our Company was changed to Coffee Day Resorts Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on January 25,2010. Subsequently, the name of our Company was changed to Coffee Day Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on August 6,2014. Our Company was converted intoa public limited company consequent to a special resolution passed by our Shareholders at the EGM held on January 17,2015 and the name of our Company was changed to Coffee Day Enterprises Limited. Afresh certificate of incorporation consequent upon conversion to publiclimited company was issued by the RoC on January21,2015. For details of change in the name and registered office of our Company, see section "History and Certain Corporate Matters" on page 218 of the Prospectus.
Registered and Corporate Office: 23/2, Coffee Day Square, Vlttal Mailya Road, Bengaluru 560 001, Karnataka, India; Contact Person: SadanandaPoojary, Company Secretary and Compliance Officer; Tel:+ 9180 40012345; Fax:+9180 40012650; E-mail: email@example.com; Website: www.coffeeday.com; Corporate Identification Number: U55101KA2008PLC046866.
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 November 02,2015.
OUR PROMOTER: V.G. SIDDHARTHA
PUBLIC ISSUE OF 35,060,975 EQUITYSHARES OF FACE VALUE OF Rs.10 EACH ("EQUITY SHARES") OF COFFEE DAY ENTERPRISES LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF Rs. 328 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 318 PER EQUITY SHARE) AGGREGATING TO Rs. 11,500 MILLION ("THE ISSUE"). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 34,603,659 EQUITY SHARES (THE "NET ISSUE") AND A RESERVATION OF 457,316 EQUITY SHARES AGGREGATING TO Rs. 150 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE ISSUE WOULD CONSTITUTE 17.02% OF OUR POST-ISSUE PAID-UP EQUITYSHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE 16.80% OF OUR POST-ISSUE PAID-UP EQUITYSHARE CAPITAL.
'Please note that the Anchor Investor Issue Price is Rs. 328 per Equity Share.
ISSUE PRICE : Rs. 328 PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH THE ISSUE PRICE IS 32.8 TIMES THE FACE VALUE ANCHOR INVESTOR ISSUE PRICE : Rs. 328 PER EQUITY SHARE
BID/ISSUE PERIOD: OPENED ON WEDNESDAY, OCTOBER 14,2015;
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), this is an Issue for at least 10% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the SEBIICDR Regulations, through the Book Building Process wherein 50% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"), provided that our Company has allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis, out 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 Issue 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 Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue 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 Issue Price. Further, 457,316 Equity Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid bids being received from them at or above Issue Price.
All potential investors, other than Anchor Investors, could participate in this Issue through an Application Supported by Blocked Amount ("ASBA") process providing details of their respective bank account which were blocked by the Self Certified Syndicate Banks ("SCSBs"). QIBs (except Anchor Investors) and Non-Institutional Bidders were mandatorily required to utilise the ASBA process to participate in the Issue. Anchor Investors were not permitted to participate in the Issue through ASBA Process. For details, see "Issue Procedure" beginning on page 486 of the Prospectus.
The Issue received 114,644 applications for 57,025,890 Equity Shares (prior to technical rejections) resulting in 1.6265 times subscription. The details of the applications received in the Issue from various categories are as under: (before technical rejections):
A summary of the final demand as per the NSE and BSE as on the Bid/Issue Closing Date at different Bid prices is
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being NSE on October 27,2015.
A. Allotment to Retail Individual Bidders (AfterTechnical Rejections)
B. Allotmentto Non-Institutional Bidders (AfterTechnical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Issue Price of Rs. 328 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 0.5156 times. The total number of Equity Shares Al lotted inthis category is 2,676,105 Equity Shares to 190 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample):
C. Allotmentto Employee (AfterTechnical Rejections)
The Basis of Allotment to the Employee Bidders, who have bid at the Issue Price of Rs. 328 per Equity Share or above, was finalized in consultation with the NSE. This category has been subscribed to the extent of 0.8247 times. The total number of Equity Shares Allotted in this category is 377,145 Equity Shares to 965 successful applicants. The category-wise details of the Basis of Allotment are as under:
D. Alloment to QIBs (excluding Anchor Investors)
Allotment to QIBs, who have Bid at the Issue Price of Rs. 328 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 2.9231 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were Allotted 550,773 of the Equity Shares of Net QIB portion available i.e. 550,773 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 10,464,675 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB category is 11,015,448 Equity Shares, which were allotted to 30 successful Applicants. The category-wise details of the Basis of Allotment are as under:
E. Allotment to Anchor Investors
The Company and Selling Shareholders have allotted 10,381,097 Equity Shares to 17Anchor Investors, in consultation with the GCBRLMsand the BRLMs. In accordance with the SEBI Regulations, this represents 60 % of the QIB Portion.
The IPO Committee of our Company at its meeting held on October 28, 2015, has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Applicants. The CAN-cum-Refund Orders and Allotment Advice have been dispatched to the address of the investors as registered with the depositories on or before October 30, 2015. Further, instructions to the SCSBs have been dispatched / mailed on October 27, 2015. 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 Orders have been over-printed with the bank account details as registered, if any, with the depositories. The Equity Shares allotted to the successful allottees have been uploaded on October 28, 2015 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. Our Company is taking steps to get the Equity Shares admitted for trading on the NSE and BSE within 12 working days of the Bid/ Issue Closing Date.
All capitalized terms used and not defined herein shall have the meaning 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 Issue, Link Intime India Private Limited at http://www.linkintime.co.in.
All future correspondence in this regard may kindly be addressed to the Registrartothe Issue quoting full name of the First/ Sole applicant, Serial number of the Bid-Cum-Application form, number of Equity Shares bid tor, name of the Member of the Syndicate, place where the bid was submitted and payment 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 EQUITYSHARES ON LISTING ORTHE BUSINESS PROSPECTS OF COFFEE DAY ENTERPRISES LIMITED. Coffee Day Enterprises Limited has registered a Prospectus dated October 19,2015 ('Prospectus') with the Registrar of Companies, Bangalore. The Prospectus is available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, GCBRLMs at www.investmentbank.kotak.com, http://www.online.citibank.co.in/rhtm/ citigroupglobalscreenl .htm and http://www.morganstanley.com/about-us/global-offices/india/, and the BRLMs at www.axiscapital.co.in, www.edelweissfin.com and www.yesbank.in. All Investors should note that investment in equity shares involves a high degree of risk. For details, potential investors should refer to the Prospectus, including the section titled "Risk Factors' on page 24 of the Prospectus.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") or any state securities laws in the United States 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 U.S. Securities Act and inaccordance with any applicable United States state securities laws.