|Basis of Allotment|
Not for release in the United States, Canada, Australia or Japan. 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 for securities. Not for publication or distribution, directly or indirectly outside India.
MONTE CARLO FASHIONS LIMITED
The Company was incorporated on July 1,2008 in Ludhiana, Punjab, India under the Companies Act, 1956, as amended (the "Companies Act 1956") as a public limited company under the name 'Monte Carlo Fashions Limited' with the Registrar of Companies of Punjab, Chandigarh and Himachal Pradesh (the "RoC"). For further details, see "History and Certain Corporate Matters' on page 125 of the Prospectus dated December 9, 2014 (the "Prospectus")
Registered and Corporate Office: G.T. Road, Sherpur,
Ludhiana- 141 003, Punjab, India Tel: (+91 161) 2542 501. Fax: (+91 161) 2542 509. Contact
Person: Mr. Sahil Jain, Company Secretary and Compliance Officer. Tel: (+91 161)
5066 628 Fax: (+91 161) 2542 509 E-mail: email@example.com;
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 December 19,2014.
INITIAL PUBLIC OFFERING OF 5,433,016 EQUITY SHARES OF FACE VALUE OF RS 10 EACH (THE "EQUITY SHARES") OF MONTE CARLO FASHIONS LIMITED ("MCFL" OR "THE COMPANY' OR "THE ISSUER") FOR CASH AT A PRICE OF RS 645 PER EQUITY SHARE (THE "OFFER PRICE"), THROUGH AN OFFER FOR SALE BY THE SELLING SHAREHOLDERS (AS DEFINED IN THE SECTION "DEFINITIONS AND ABBREVIATIONS"), AGGREGATING UP TO RS 3,504.30 MILLION (THE "OFFER"). THE OFFER CONSTITUTES 25% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR DETAILS OF THE EQUITY SHARES OFFERED BY EACH SELLING SHAREHOLDER, SEE "OFFER/OFFER FOR SALE" IN SECTION "DEFINITIONS AND ABBREVIATIONS - OFFER RELATED TERMS" ON PAGE 2 OF THE PROSPECTUS.
THE FACE VALUE OF EQUITY SHARES IS RS 10 EACH. THE OFFER PRICE IS RS 645 PER EQUITY SHARE AND IS 64.5 TIMES THE FACE VALUE OF THE EQUITY SHARE.
BID/OFFER: OPENED ON WEDNESDAY, DECEMBER 3,2014 CLOSED ON FRIDAY, DECEMBER 5, 2014 ANCHOR INVESTOR BIDDING DATE : TUESDAY, DECEMBER 2,2014
The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("SEBIICDR Regulations")
Promoters: Mr. Jawahar Lai Oswal, Mr. Kamal Oswal, Mr. Dinesh Oswal, Ms. Monica Oswal, Ms. Ruchika Oswal, Sidhant and Mannat Company Limited ("SMCL") and Simran and Shanaya Company Limited ("SSCL")
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the "SCRR") the Offer is made for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer is made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations where 50% of the Offer will be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Category"). Our Company has allocated 60% of the QIB Category to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion"), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis toQIBs and Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less than 15% of the Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Retail Individual Investors may participate in this Offer through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks ("SCSBs"). QIBs (excluding Anchor Investors) and Non-Institutional Investors can participate in the Offer only through the ASBA process. Anchor Investors are not permitted to participate in this Offer through the ASBA process. Kindly note that, based on an undertaking provided to SEBI by our Company and the Selling Shareholders, Allotment, amongst other conditions mentioned in the Red Herring Prospectus, shall be undertaken upon receipt of Bids equivalent to at least 25% of the Offer (including Bids received under the Anchor Investor Portion) from Mutual Funds and/or Insurance Companies. For details in this regard, specific attention is invited to "Offer Procedure" on page 270 of the Prospectus.
The Offer received 336,279 applications for 30,980,289 Equity Shares (net of multiple bids, Duplicate bids, Cheque returns, Bid not banked and prior to technical rejections) resulting in 5.70 times subscription. The details of the applications received in the Offer from Retail Individual Investors, Non-Institutional Investors, QIBs (excluding Anchor Investors) and Anchor Investors are as under (before technical rejections):
Asummary of the final demand as per the BSE and the NSE as on the Bid/Offer Closing Date at different bid prices is as under:
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on December 13,2014. A. Allotment to Retail Individual Investors (After Technical Rejections)
The Basis of Allotment to the Retail Individual Investors, who have bid at cut-off or at the Offer Price of Rs 645 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 6.58 times after technical rejection. The total number of Equity Shares allotted in Retail Individual Investors category is 1,901,556 Equity Shares to 82,676 successful applicants. 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 have bid at the Offer Price of Rs 645 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 1.60 times. The total number of Equity Shares allotted in this category is 814,953 Equity Shares to 145 successful applicants (incuding additional NIL Equity Shares allotted for the purpose of rounding off). The category-wise details of the Basis of Allotment are as under: (sample)
C. Allotment to QIBs (excluding Anchor Investors)
Allotment to QIBs has been done on a proportionate basis in consultation with BSE. This category has been subscribed to the extent of 13.95 times. As per the SEBI ICDR Regulations, Mutual Funds were initially allocated 5% of the quantum of Equity Shares available i.e. 54,330 Equity Shares and other QIBs (including Mutual Funds) were allocated the remaining available equity shares i.e. 1,032,273 Equity Shares on proportionate basis. The total number of Equity Shares allotted in this category is1,086,603 Equity Shares, which were allotted to 45 successful applicants.
D. Allotment to Anchor Investors
The Company has alloted 1,629,904 Equity Shares to 5 Anchor Investors through 10 applications in consultation with the BRLMs. In accordance with the SEBI ICDR Regulations, this represents 60% of the QIB Category.
The IPO Committee of the Board of Directors of our Company at its meeting held on December 13,2014 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 applicants.
The refund orders and allotment advice have been dispatched to the address of the investors as registered with the depositories on December 16,2014. Further, instructions to the SCSBs have been e-mailed on December 13,2014. 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 at the address given below. The Equity Shares allotted to successful allottees have been uploaded on December 16,2014 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned.
Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allocation made will be hosted on the website of Registrar to the Offer, Link Intime India Private Limited at http://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, 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 payment details at the address given below:
LINK INTIME INDIA PVT LTD
C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West)
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 OF THE COMPANY.
MONTE CARLO FASHIONS LIMITED has filed the Prospectus with the Registrar of Companies, Punjab, Chandigarh and Himachal Pradesh. The Prospectus is available on the website of SEBI at www.sebi.gov.in and the respective websites of the Book Running Lead Managers at www.sbicaps.com, www.axiscapital.co.in, www.edelweissfin.com and www.religarecm.com. Investors should note that investment in Equity Shares involves high degree of risk. For details, potential investors should refer to the offer documents filed with the Registrar of Companies including the section titled "Risk Factors". This publication is not being made in and may not be distributed or sent into the United States, Canada, Australia or Japan. This announcement is not an offer for sale of securities in the United States. The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (the "U.S Securities Act") and may not be offered or sold within the United States (as defined in Regulation S of the U.SSecurities Act), except pursuantto an exemption from, orinatransaction not subject to, the registration requirements of the U.S Securities Act and applicable state securities laws. There will not and is not currently intended to be any public offering of securities in the United States. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in reliance on Regulation S of the U.S Securities Act and the applicable laws of the jurisdiction where these offer and sales occur.