|Basis of Allotment|
|PRATAAP SNACKS LIMITED
Our Company was incorporated as Prataap Snacks Private Limited on March 23, 2009 at Gwalior, Madhya Pradesh as a private limited company under the Companies Act, 1956. Pursuant to a special resolution passeb by our Shareholders on September 9, 2016, our Company was converted into a public limited company and the name was changed to Prataap Snacks Limited and a fresh certificate of incorporation consequent upon change of name was issued an September 19, 2016 by the Registrar of Companies, Madhya Pradesh at Gwalior ("Roc"). For details pertaining to the changes in our name and the address of our Registered Office, see "History and Certain Corporate Matters" on page 194 of the Prospectus dated September 27, 2017 ("Prospectus").
Registered and Corporate Office: Khasra No 378/2, Nemawar Road, Near Makrand House, Indore 452 020: Tel: (91 731) 243 7621; Fax: (91 731) 243 7605 Contact Person: Rishabh Kumar Jain, Company Secretary and Compliance Officer; E-mail: email@example.com ; Wabsite: www.yellowdiamond.in Corporate Identity Number: U15311MP2009PL0021746
PROMOTERS OF OUR COMPANY: MR ARVIND MEHTA, MR. AMIT KUMAT AND MR. APOORVA KUMAT, INDIVIDUALS IDENTIFIED AS PROMOTERS AND LISTED IN "OUR PROMOTERS AND PROMOTER GROUP" BEGINNING ON PAGE 220 OF THE PROSPECTUS AND SCI GROWTH INVESTMENTS II
Our Company has Registered the Prospectus dated September 27, 2017 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 October 05, 2017,
BASIS OF ALLOTMENT
PUBLIC ISSUE OF 5,137,966 EQUITY SHARES OF FACE VALUE OF RS 5 EACH (THE "EQUITY SHARES") OF PRATAAP SNACKS LIMITED (OUR "COMPANY") FOR CASH AT A PRICE OF RS 938 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS 933 PER EQUITY SHARE) AGGREGATING UP RS 4,815.63 MILLION (THE "ISSUE") CONSISTING OF A FRESH ISSUE OF 2,132,196 EQUITY SHARES AGGREGATING TO RS 1,998,43** MILLION AND AN OFFER FOR SALE OF 3,005,770 EQUITY SHARES INCLUDING 369,451 EQUITY SHARES BY SEQUOIA CAPITAL GFIV MAURITIUS INVESTMENTS II ("SCG") AND 94,266 EQUITY SHARES BY SEQUOIA CAPITAL INDIA GROWTH INVESTMENT HOLDINGS I ("SCI-GIH") (COLLECTIVELY REFERRED TO AS THE "INVESTOR SELLING SHAREHOLDERS"), 1,317,093 EQUITY SHARESBY SCI GROWTH INVESTMENTS II ("SCI"), 183,740 EQUITY SHARES BY ARVIND MEHTA, 139,200 EQUITY SHARES BY NAVEEN MEHTA, 139,200 EQUITY SHARES BY ARUN MEHTA, 361,920 EQUITY SHARES BY RAJESH MEHTA, 66,820 EQUITY SHARES BY KANTA MEHTA, 77,950 EQUITY SHARES BY PREMLATA KUMAT 22,270 EQUITY SHARES BY SWATI BAPNA, 116,930 EQUITY SHARES BY APOORVA KUMAT AND 116,930 EQUITY SHARES BY AMIT KUMAT (TOGETHER, THE "PROMOTER SELLING SHARE HOLDERS", AND TOGETHER WITH THE INVESTOR SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS"). THE ISSUE INCLUDES A RESERVATION OF 42,000 EQUITY SHARES AGGREGATING TO RS 35.62 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) ("EMPLOYEE RESERVATION PORTION"'). THE ISSUE LESS EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE "NET ISSUE", THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 21.91% AND 21.73% RESPECTIVELY, OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
*Employees Discount of Rs 90 per Equity Share to the issue Price was offered to the Eligible Employee Bidding in the Employee Reservation Portion.
**Our Company has undertaken a private placement of 533,000 Equity Shares for a cash consideration of Rs 500 million ("Pre-IPO"). The size of the Fresh Fresh issue as disclosed in the Draft Red Herring Prospectus dated June 21, 2017 being 2,500 million has been reduced accordingly.
Issue Price: Rs 938 per Equity Share of face value of Rs 5 each
| Employee Discount: Rs 90 per equity share to the Issue Price to eligible employees
Risks to Investors
The 3 Managers associated with the Issue have handled 23
public issues in the past three years out of which 3 issues closed below the issue price
on the listing date*.
196.65 compared to the NIFTY 50 price earnings ratio of 23.26 (as
of March 31, 2017) and to the average industry peer group P/E ratio of 72.71.
a) the Promoters (including Promoter Selling Shareholders) ranges
from Rs 0.89 to Rs 192.64 per Equity Share; and
* As disclosed in the Prospectus:
**The average cost of acquisition per Equity $hare by the Promoters has been calculated by taking the average of the amounts paid by each of our Promoters to acquire Equity Shares, and has not been adjusted for selling price of the Equity Shares sold by them.
^For further details, refer fne section "Risk Factors- Prominent Notes" on 50 of the Prospectus.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 , as amended (the "SCRR") and in compliance with Regulation 26(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI ICDR Regulations"), this Issue was made through the Book Building Process, wherein 50% of the Net Issue was allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs", the"QIB Portion"), provided that our Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the "Anchor Investor Portion"), 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 Allocation Price, in accordance with the SEBI ICDR Regulations. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was allocated on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (other then 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 was available for allocation on a proportionate basis to Non-Institutional Bidders and not less 1han 35% of the Net Issue was available for allocation to Relail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Further, 42,000 Equity Shares were available for allocation on a proportionate basis to Eligible Employees, Subject to valid Bids being received from thern at or above the Issue Price, after the Employee Discount, All potential investors, other than Anchor Investors, were required to mandatorily use the Application Supported by Blocked Amout ("ASBA") process providing details or their respective bank account which was blocked by the Self Certified Syndicate Banks ("SCSBs"), to participate in this Issue. Anchor Investors were not permitted to participate in the Issue through ASBA process, For details, see "Issue Procedure" beginning on page 439 of the Prospectus.
The bidding For Anchor Investor opened and closed on September 21, 2017. The company received 25 applications from 15 anchor investors for 1,952,115 shares. The Anchor investor price was. finalized at Rs 938 per Equity Share. A total of 1,528,789 shares were allocated under the Anchor investor Portion aggregating to 1434.00 million.
The Issue received 885,544 applications for 17,27,64,945 Equity Shares (prior to technical rejections) resulting in 33.63 times subscription. The details of the applications received in the Issue from various categories are as under (prior to technical rejections):
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the NSE on September 29, 2017.
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 Issue Price of Rs 938 per Equity Shere, was finalized in consultation with the NSE. This category has been subscribed to the extent of 7.8826 times. The total number of Equity Shares Allotted in Retail Portion is 1,784,954 Equity Shares (including Spilled over) to 118,996 successful Retail individual Bidders. The category-wise details of the Basis of Allotment are as under:
B. Allotment to Non-Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Issue Price of Rs 938 per Equity Share or above, was finalized in Consultation with the NSE. The Non-Institutional portion has been subscribed to the extent of 100.9352 times. The total number of Equity Shares Allotted in this category is 764,980 (Including spilled over) Equity Shares to 267successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)
C. Allotment to Eligible Employees
The Basis of Allotment to the Eligible Employees, who have bid at the Issue Price of Rs 848 per Equity Share or above, was finalised in consultation with the NSE. The Eligible Employees Portion has been subscribed to the extent of 0.9071 times. The total number of Equity Shares Allotted in this category is 38,100 Equity Shares to 115 successful Bidders. The category wise details of the Basis of Allotment are as under;
D. Allotment to QIBs (Excluding Anchor Investors)
Allotment to QIBs (Excluding Anchor Investors), who have bid at the Issue Price of Rs 938 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 77,4338 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. 51,058 Equity Shares (including spilled over) and other QIBs, including Mutual Funds were Allotted the remaining available Equity Shares i.e. 970,085 Equity Shares (including spilled over) on a proportionate basis.The total number of Equity Shares Allotted in the QIB Portion is 1,021,143 Equity Shares, which were allotted to 102 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
E. Allotment to Anchor Investors
The Company and the Selling Shareholders, in consultation with the GCBRLMs, the BRLMs, have allocated 1,528,789 Equity Shares to 25 Anchor Investors at the Anchor Investor Issue Price of Rs 938 per Equity Share in accordance with the SEBI ICDR Regulations. This represents. 60% of the QIB Portion.
The IPO Committee of the Company on September 30, 2017 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 Bidders. The Allotment
Advice-cum-intimations and/or notices are being 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 Issue Account have been issued
on September 29, 2017 and payment to non-Syndicate brokers have been issued on October 03,
2017. In case the same is not received within ten days, investors may contact the
Registrar to the Issue at the address given below. The Equity Shares Allotted to the
successful Allottees have been uploaded on October 03,2017 for credit into the respective
beneficiery accounts subjects to validation of the account details with the depositories
concerned. The Company has filed the Listing applications with NSE and BSE on October 03,
2017. The Company has received listing and trading approvals from NSE and BSE and the
trading will commence on October 05,2017.
INVESTORS PLEASE NOTE
The details of the allotment made have been hosted on the website of the Registrar to the Issue. Karvy Computershare Private Limited at https://karisma.karvy.com. All future correspondence in this regard may kindly be addressed to the Registrar to the issue 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 Acknowledgement Slip received from the Designated intermediary at the address given below:
Karvy Computershare Private Limited
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 PRATAAP SNACKS LIMITED.