Price Band: Rs. 714 to Rs. 716 per Equity Share
Mumbai, July 11, 2018: TCNS Clothing Co. Limited (the “Company”), proposes to open its initial public offering of 15,714,038 Equity Shares on July 18, 2018 (the “Offer”). The Offer comprises an offer for sale by Onkar Singh Pasricha, Arvinder Singh Pasricha (together, the “Promoter Selling Shareholders”), Anant Kumar Daga, Saranpreet Pasricha, Angad Pasricha, Vijay Kumar Misra and Amit Chand (collectively, the “Other Selling Shareholders”) and Wagner Limited (“Wagner” or “Investor Selling Shareholder”). The offer shall constitute up to 25.63% of the post-offer paid-up equity share capital of our Company.
The Bid/Offer Period closes on July 20, 2018. The Company, the Promoter Selling Shareholders and the Investor Selling Shareholder, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
The Price Band for the Offer is from Rs. 714 to Rs. 716 per Equity Share. Bids can be made for a minimum lot of 20 Equity Shares and in multiples of 20 Equity Shares thereafter.
The Equity Shares are proposed to be listed on BSE and NSE.
The Book Running Lead Managers (“BRLMs”) to the Offer are Kotak Mahindra Capital Company Limited and Citigroup Global Markets India Private Limited. Karvy Computershare Private Limited is the registrar to the Offer.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”). It is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”) through the Book Building Process, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that the Company, the Promoter Selling Shareholders and the Investor Selling Shareholder, in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors (the “Anchor Investor Portion”) on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors, which price shall be determined by the Company, the Promoter Selling Shareholders and the Investor Selling Shareholder in consultation with the BRLMs. 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Category 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 Offer Price.
Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer 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 Offer Price. All potential Bidders, other than Anchor Investors, shall mandatorily participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account in which the Bid Amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through ASBA process. For details, see “Offer Procedure” on page 273 of the Red Herring Prospectus dated July 8, 2018 (“RHP”).
TCNS Clothing Co. Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with Registrar of Companies, National Capital Territory of Delhi and Haryana, situated at New Delhi (“RoC”). The RHP is available on the websites of Securities and Exchange Board of India, BSE, NSE at www.sebi.gov.in, www.bseindia.com, www.nseindia.com, respectively and is available on the websites of the BRLMs at www.investmentbank.kotak.com and www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, respectively. Any potential investors should note that investment in Equity Shares involves a high degree of risk and for details relating to the same, please refer to the RHP including the section titled “Risk Factors” on page14 of the RHP. Potential investors should not rely on the DRHP filed with the SEBI for making any investment decision.
This announcement has been prepared for publication in India and may not be released in the United States. This announcement is not an offer to sell, nor a solicitation of any offer to buy, securities of our Company in the United States. The Equity Shares referenced herein have not been, and will not be, registered with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities administrator under any applicable U.S. state securities laws, 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 U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act), pursuant to the private placement exemption set out in Section 4(a) of the U.S. Securities Act.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.
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