|Basis of Allotment|
This is a public announcement for information purposes
only and is not a Prospectus announcement and does not Constitute an invitation or offer
TCNS CLOTHING CO. LIMITED
Our Company was incorporated as "TCNS Clothing Co. Private Limited" on December 3, 1997, as a private limited company under the Companies Act 1956, at New Delhi, with a certificate of incorporation granted by the Registrar of Companies. National Capital Territory of Delhi and Haryana ("RoC"). On the conversion of our Company to a public limited company pursuant to a resolution passed by our Shareholders on January 5, 2018, our name was changed to "TCNS Clothing Co. Limited" and a fresh certificate of incorporation dated january 19, 2018 was issued by the RoC. For details of changes in name and registered office of our Company, see "History and Certain Corporate Matters" on page 120 of the prospectus dated July 24, 2018 ("Prospectus").
Registered Office: Unit No. 112, F/F Rectangle 1, D-4,
Saket, District Centre, New Delhi 110 017, India Tel: -+91 11 4057 8384 Fax:
+91 11 4079 3114. Corporate Office: W-House. 119, Neelagagan Towers,
Mandi Road, Sultanpur, Mehrauli, New Delhi 110 030, India Tel: +91
11 4219 3193. Fax: +91 11 4219 3194, Contact Person:
Piyush Asija, Company Secretary and Compliance Officer; Tel: +91 11 4219
3193; Fax; +91 11 4219 3194: E-mail: email@example.com: Website:
OUR PROMOTERS: ONKAR SINGH PASRICHA AND ARVINDER SINGH PASRICHA
Our Company has Registered the Prospectus with the RoC and the Equity Shares are proposed to be listed on BSE Limiled ("BSE") and National Stock Exchange of India Limited ("NSE'") and the trading will commence on July 30, 2018.
BASIS OF ALLOTMENT
INITIAL PUBLIC OFFERING OF 15,714,038 EQUITY SHARES OF FACE VALUECF RS 2 EACH (THE "EQUITY SHARES") OF TCNS CLOTHING CO. LIMITED (OUR "COMPANY"OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS 716 PER EQUITY SHARE (THE "OFFER PRICE") AGGREGATING TO RS 11,251.25 MILLION (THE ''OFFER") THROUGH 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", COLLECTIVELY WITH THE PROMOTER SELLING SHAREHOLDERS AND THE OTHER SELLING SHAREHOLDERS, THE "SELLING SHAREHOLDERS" AND SUCH OFFER, THE "OFFER FOR SALE"). THE OFFER CONSTITUTES 25.63% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR DETAILS OF EQUITY SHARES OFFERED BY EACH SELLING SHAREHOLDER, SEE "THE OFFER" ON PAGE 48.
Offer Price: RS 716 per Equity Share of face value of RS 2
Risks to Investors
1. The two Merchant Bankers associated with the Offer have handled 29 issues in
the past three financial years, out of which 10 issues closed below the issue price on
The Offer has been made in terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR"). It has been 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 was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the"QIB Category"), and our Company, the Promoter Selling Shareholders and the Investor Selling Shareholder, in consultation with the BRLMs, have allocated 60% of the QIB Category to Anchor investors (the "Anchor Investor Portion") on a discretionary basis. One-third of the Anchor investor portion was reserved for domestic Mutual Funds, subject to valid bids being received from domestic Mutual Funds, at or above the price at which allocation was made to Anchor Investors, which price was 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) was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Category was made 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 was made available for allocation on a proportionate basis to Non-institutional Bidders and not less than 35% of the Offer was made available for allocation to retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids beng received at or above the Offer Price. All potential Bidders, other than Anchor Investors, were mandatorily required 10 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 Amounl will be blocked by the Self Certified Syndicate Banks. Anchor Investors were not permitted to partiripate in the Anchor Investor Portion through ASBA Aprocess. For details, see "Offier Procedure" on page 273 of the Prospectus.
The bidding for Anchor Investors opened and closed on July 17, 2018. The company received 33 applications from 24 Anchor investors (which included four mutual funds wheh applied through a total of thirteen schemes) for 53,77,780 Equity Shares. The Anchor investor price was finalized at Rs 716 per Equity Share. A total of 47,14,210 shares were allocated under the Anchor Investor Portion aggregating to Rs 3,375.37 million. The Offer received 78,552 applications for 6,23,43,300 Equity Shares (prior to technical rejections) resulting in 3.97 times subscription. The details of the applications received in the Offer 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 BSE on July 25, 2018.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotmentto the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs 716 per Equity Share, was finalized it consultation with the BSE This category has been subscribed to the extend of 0.53 times. The total number of Equity Shares Allotted in Retail Category is 29,23,540 Equity Shares to 77,430 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under;
Unsubscribed portion of 25,76,374 Equity Shares were spilled over to QIB category and NIB
B. Allotment to Non-Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs 716 per Equity Share or above, was finalized in consultation with the BSE. The Non-Institutional Category has been subscribed to the extent of 3.91 times. The total number of Equity Shanes Allotted in this category is 2,951,654 Equity shares (including spilled over) to 155 successful Non-lnstilutional Bidders. The category-wise details of the Basis of Allotmenl are as under (Sample)
Includes spillover of 594,548 Equity Shares from retail category Portion.
C. Allotment to QIBs (Excluding Anchor Investors)
Allotment to QIBS (Excluding Anchor investors), who have Bid at the Offer Pnce of Rs
716 per Equity Share or above, has been done on a proportionate basis in consultation with
the BSE. This category has been subscribed to the extent of 8.29 times of OIB Portion
(Including spill oven from Retail category). As per the SEBI ICDR Regulations, Mutual
Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 256,232 Equity
Shares (Including spillover from Retail category) and Other QIBs, including Mutual Funds
were Allotted the remaining available Equity Shares i.e. 4,868,402 Equity Shares
(Including spillover from Retail category) on a proportionate basis. The total number of
Equity Shares Allotted in the QIB Portion is 51,24,634 Equity Shares, which were allotted
to 53 successful
Includes spillover of 1,981,826 from Retail category portion.
D. Allotment to Anchor Investors
The Company, the Promoter Selling Shareholders and the investor Selling Shareholder in Consultation with the BRLMs, have allocated 47,14,210 Equity Shares to 24 Anchor Investors at the Anchor Investor offer price of Rs 716 per Equity Share in accordance with the SEBI ICDR Regulations. This represents 60% of the QIB Category
The IPO Committee of the Company on July 26, 2018 has taken on record the Basis of Allotment of Equity Shares as approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful Bidders. The Allotment Advice 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 Offer Account have been issued on July 25,2018 and payment to non-Syndicate brokers have been issued on July 26,2018. 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 July 26, 2018 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the listing applications with BSE and NSE on July 26, 2018. The Company has received listing and trading approvals from NSE and BSE and the trading will commence on July 30, 2018.
All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them In the Prospectus.
INVE5TORS PLEASE NOTE
The number of Equiiy Shares representing the Mutual Fund Portion wherever appeering in the offer related documents, including under the sections titled "Definitions and Abbreviations", The Offer' and Offer Structure' on pages 5.48 and 266. respectively of the Red Herring Prospectus and the Prospectus should be read as 157,141 Equity Shares instead of 392,851 Equity Shares Further, the number of Equity Shares representing 'Balance for all QIBs including Mulual Funds' as disclosed under section titled 'The Offer' on page 48 of the Red Herring Prospectus and the Prospectus should be read as 2,985,667 Equity Shares instead of 2,749,957 Equity Shares.
The details, of the allotment made have been hosted on the website of the Registrar to the Offer, Karvy Computershare Private Limited at https://karisma.karvy.com . All future correspondence in this regard may kindy be addressed to the Registrar to the Offer quoting full name of the first sole Bidder, Bid cum Application Forrn 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 the 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 of Registrar.
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 TCNS CLOTHING CO. LIMITED.