|Basis of Allotment|
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR SECURITIES.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE INDIA.
|S.J.S. ENTERPRISES LIMITED|
Our Company was originally incorporated as a partnership firm in the name of "SJS Enterprises'' pursuant to a deed of partnership dated June 10, 1987. Subsequently pursuant to a deed of co-partnery dated March 25, 2005 and a certificate of incorporation dated June 21, 2005 issued by the Registrar of Companies, Karnataka at Bangalore ("RoC"), SJS Enterprises was registered as a private limited company under the Companies Act 1956 under Part IX of the Companies Act 1956 in the name of 'S.J.S. Enterprises Private Limited'. Subsequently, our Company was converted into a public limited company, as approved by our Shareholders pursuant to a resolution dated April 28, 2021 and a fresh certificate of incorporation dated June 4, 2021 was issued by the RoC, consequent upon conversion, recording the change m the name of our Company to 'S.J.S Enterprises Limited'. For details of change in the name and Registered and Corporate Office of our Company, see "History and Certain Corporate Matters" on page 154 of the Prospectus dated November 8, 2021 ('Prospectus').
|Registered and Corporate Office: Sy No 28/P16 of Agra Village and Sy No 85/P6 of B M Kaval Village, Kengeri Hobli, Bangalore 560 082, Karnataka, India Contact Person: Thabraz Hushain W, Company Secretary and Compliance Officer. Tel: +91 80 6194 0777; E-mail: email@example.com.|
|Website: www.sjsindia.com. Corporate Identity Number: U51909KA2005PLC036601|
|OUR PROMOTERS: EVERGRAPH HOLDINGS PTE. LTD. AND KA JOSEPH|
Our Company has filed the Prospectus with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading will commence on November 15, 2021.
|BASIS OF ALLOTMENT|
INITIAL PUBLIC OFFER OF UP TO 14,760,146 EQUITY SHARES OF FACE VALUE OF RS. 10 EACH ("EQUITY SHARES") OF S J.S. ENTERPRISES LIMITED ("COMPANY") FOR CASH AT A PRICE OF RS. 542 PER EQUITY SHARE THROUGH AN OFFER FOR SALE OF UP TO 14,760,146 EQUITY SHARES AGGREGATING UP TO RS. 8,000.00 MILLION ("OFFER" OR "OFFER FOR SALE") BYTHE SELLING SHAREHOLDERS, COMPRISING OF UP TO 13,099,630 EQUITY SHARES AGGREGATING UP TO RS. 7,100.00 MILLION BY EVERGRAPH HOLDINGS PTE, LTD. AND UP TO 1,660,516 EQUITY SHARES AGGREGATING UP TO RS. 900,00 MILLION BY K.A. JOSEPH.
|OFFER PRICE: RS. 542 PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH|
|THE OFFER PRICE IS 54.20 TIMES OF THE FACE VALUE|
|Risks to investors:|
|||The three Book Running Lead Managers ("BRLMs") associated with the Offer have handled 46 public issues in the past three years, out of which 19 issues closed below the issue price on listing date.|
|||The Price/Earnings ratio based on diluted EPS for Fiscal 2021 for the Company is 34.54. The Offer Price is Rs. 542/-per Equity Share.|
|||Weighted Average Return on Net Worth for Fiscals 2021, 2020 and 2019 is 15.12%.|
|||Average cost of acquisition of Equity Shares for the Selling Shareholders, namely Evergraph Holdings Pte. Ltd. and K.A. Joseph is Rs. 88.15 and Rs. 9.95, respectively.|
|BIO/OFFER OPENED ON MONDAY, NOVEMBER 1, 2021|
|BID/OFFER CLOSED ON WEDNESDAY. NOVEMBER 3, 2021|
|ANCHOR INVESTOR BIDDING DATE WAS OCTOBER 29, 2021|
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 ('SCRR') read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBIICDR Regulations and through the Book Building Process, wherein not more than 50% of the Offer was allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs" the "QIB Portion"). Our Company and the Selling Shareholders, 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 ("Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor investor. Allocation Price Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, and the reminder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids having been 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% or the Offer was made available for allocation to Retail Individual &adders ('RIBs') in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price.
All potential Bidders (except Anchor Investors) were required to mandatory utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts ware blocked by the SCSBs or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" on page 326 of the Prospectus.
The Offer receded 236,809 applications for 16,795,944 Equity Shares resetting 1.63 times subscription. The details of the applications received in the Offer from RIBs, Non-Institutional Bidders and QIBs (Excluding Anchor Investor Portion) are as under before technical rejections):
|SI. no||Category||No. of Applications applied||No. of Equity Shares||Shares Reserved as per Prospectus||No. of times Subscribed||Amount (Rs.)|
|A||Retail Individual Bidders||123,500||4,126,356||5,166,052||0.7937||2237,603,022,00|
|B||Non-Institutional Bidders||312||4,032,828||2,214,022||1.8215||2 185,790,130,00|
|C||Qualified Institutional Bidders (excluding Anchor Investors)||19||4,358,205||2,952,029||1.4763||2,362,147,110,00|
A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Dale at different Bid prices is as under-
|SI. No||Bid Price||No. of Equity Shares||% to Total||Cumulative Total||Cumulative % of Total|
The Basis of Allotment was finalized in consultation with the BRLMs and (Designated Stock Exchange being NSE on November 10, 2021.
A. Allotment to RIBs (After Technical Rejections including ASBA Applications)
The Basis of Allotment to the RIBs, who have bid at cut-off or at the Offer Price of Rs. 542 per Equity Share, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.7695 times. The total number of Equity Shares Allotted in RIBs category is 3,975,507 Equity Shares to 119,009 successful applicants. 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|
Under subscribed portion of 1,190,545 Equity Shares in the Retail Category has been spilled over to QIBs and Non Institutional Investors in the ratio of 50:15.
B. Allotment to Non Institutional Investors (After Technical Rejections) (including ASBA Applications)
The Basis of Allotment to the Non-Institutional Investors, who have bid at the Offer Price of Rs. 542 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 1.6067 times. The total number of Equity Shares allotted m this category is 2,488,764 Equity Shares (Includes spilled over of 274,742 Equity Shares from Retail category) to 305 successful applicants. 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 (After Technical Rejections)
Allotment to QIBs, who have bid at the Offer Price of Rs. 542 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 1.13 times of Net QIB portion. As per the SEBI Regulations Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 193,393 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 3,674,439 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 3,867,832 Equity Share (Includes spilled over of 915,803 Equity Shares from Retail category), which were allotted to 19 successful Applicants.
D. Allotment to Anchor Investors (After Technical Rejections)
The Company in consultation with the BRLMs have allocated 4,428,043 Equity Shares to 14 Anchor Investors (through 18 Applications) at the Anchor Investor Offer Price of Rs. 542 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.
The Board of our Directors of our Company at its meeting held on November 10, 2021 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 Allotment Advice cum Refund Intimation will be emailed or dispatched to email ID or address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on November 10, 2021 and the payments to non-syndicate brokers have been issued on November 11, 2021. 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 November 11, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has received the listing and trading approval from NSE and BSE and trading will commence on November 15, 2021.
Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.
INVESTORS PLEASE NOTE
These details of the Allotment made shall be hosted on the website of 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 applicant, Serial number of the ASBA 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 Private Limited|
|C 101,247 Park, L B S. Marg, Vikhroli (West), Mumbai 400 083 Maharashtra, India. Tel: +91 22 4918 6200 E-mail: firstname.lastname@example.org|
|Website: www.linkintime.co.in; Investor grievance e-mail: email@example.com Contact Person: Shanti Gopalkrishnan;|
|SEBI Registration No.: INR000004058|
|For S.J.S. ENTERPRISES LIMITED|
|On behalf of the Board of Directors|
|Date: November 12, 2021||Company Secretary & Compliance Officer|
THE LEVEL OF SUBSCRIPTION SHOULO NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF S.J.S. ENTERPRISES LIMITED.
S.J.S. ENTERPRISES LIMITED has filed the Prospectus with the RoC and thereafter with SEBI and the Stock Exchanges. The Prospectus shall be available on the website of the SEBI at www.sebi.gov.in, the website of the National Stock Exchange of India Limited at www.nseindia.com and the website of the BSE Limited at www.bseindia.com, respectively as well as on the websites of the BRLMs. i.e. Axis Capital Limited at www.axiscapital.co.in , Edelweiss Financial Services Limited at www.edelweissfm.com and IIFL Securities Limited at www.iiflcap.com. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see the section titled "Risk Factors" on page 25 of the Prospectus.
The Equity Shares offered have not been and will not be registered under the U S Securities Act of 1933, as amended ("Securities Act") or any state securities laws in 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 Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside of the United States in offshore transactions in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering in the United States