Our Company was incorporated as "Prince Pipes and Fittings Private
Limited" on November 13, 1987 at Mumbai, Maharashtra as a private limited company
under the Companies Act, 1956. Thereafter, pursuant to Section 43A(1A) of the Companies
Act, 1956, our Company became a deemed public limited company with effect from July 1,
1998. Further, pursuant to Section 43A (2A) of the Companies Act, 1956. our Company
converted back into a private company on May 18, 2001. Subsequently, upon conversion into
a public limited company pursuant to a special resolution of our Shareholders dated August
7, .2017, the name of our Company was changed to "Prince Pipes and Fittings
Limited", and a fresh certificate of incorporation was issued by the Registrar of
Companies, Goa. Daman and Diu ("RoC") on August 11, 2017. For further
details in relation to changes in the name and registered office of our Company, see the
section titled "History and Certain Corporate Matters" on page 176 of the
prospectus dated December 23, 2019 ("Prospectus").
| Registered Office:
Plot No.1, Honda Industrial Estate, Phase II, Honda Satlari, Honda, Goa 403 530, India : Corporate
Office: 8th Floor, The Ruby, Senapati Bapat Marg (Tulsi Pipe Road), Dadar West, Mumbai
400 028, Maharashtra, India |
| Contact Person:
Pravin Jogani, Company Secretary and Compliance Officer; Telephone: +91 22
66022222; Facsimile: +91 22 66022220: E-mail: investor@princepipes.com Website: www.princepipes.com |
| Corporate Identity
Number: U26932GA1987PLC006287 |
| PROMOTERS OF OUR
COMPANY: JAYANT SHAMJl CHHEDA, TARLA JAYANT CHHEDA, PARAG JAYANT CHHEDA, VIPUL JAYANT
CHHEDA AND HEENA PARAG CHHEDA |
|
The Company has filed the Prospectus dated December 23, 2019 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
together with NSE, the "Stock Exchanges"), and trading is expected to
commence on or about December 30, 2019.
INITIAL PUBLIC OFFERING OF 28,089,885 EQUITY SHARES OF FACE VALUE OF Rs
10 EACH OF PRINCE PIPES AND FITTINGS LIMITED (OUR "COMPANY" OR THE
"ISSUER" AND SUCH EQUITY SHARES, THE "EQUITY SHARES") FOR CASH AT A
PRICE OF Rs 178 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF Rs 168 PER EQUITY SHARE (THE
"OFFER PRICE"), AGGREGATING TO Rs 5,000 MILLION* (THE "OFFER"),
COMPRISING A FRESH ISSUE OF 14,044,943 EQUITY SHARES BY OUR COMPANY AGGREGATING TO Rs
2,500 MILLION* (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 14,044,942 EQUITY
SHARES AGGREGATING TO Rs 2,500 MILLION, INCLUDING 1,123,595 EQUITY SHARES AGGREGATING TO
Rs 200 MILLION BY JAYANT SHAMJICHHEDA, 7,865,168 EQUITY SHARES AGGREGATING TO Rs 1.400
MILLION BY TARLA JAYANT CHHEDA, 2,808,988 EQUITY SHARES AGGREGATING TO Rs 500 MILLION BY
PARAG JAYANT CHHEDA AND 2,247,191 EQUITY SHARES AGGREGATING TO Rs 400 MILLION BY VIPUL
JAYANT CHHEDA (TOGETHER, THE "PROMOTER SELLING SHAREHOLDERS" AND SUCH OFFERS THE
"OFFER FOR SALE"). THE OFFER CONSTITUTES 25.53% OF THE POST-OFFER PAID-UP EQUITY
SHARE CAPITAL OF OUR COMPANY.
*OUR COMPANY HAS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS
("BRLMS"), UNDERTAKEN A PRIVATE PLACEMENT OF 596,500 COMPULSORILY CONVERTIBLE
PREFERENCE SHARES, WHICH HAVE BEEN CONVERTED INTO 5,965,000 EQUITY SHARES FOR CASH
CONSIDERATION AGGREGATING TO Rs 1,061.77 MILLION ("PRE-IPO PLACEMENT"). THE SIZE
OF THE FRESH ISSUE OF UPTO Rs 3,561.77 MILLION WAS REDUCED BY Rs 1.061.77 MILLION PURSUANT
TO THE PRE-IPO PLACEMENT AND ACCORDINGLY THE FRESH ISSUE WAS UPTO Rs 2,500.00 MILLION.
| OFFER PRICE : Rs
178 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH |
| ANCHOR INVESTOR
OFFER PRICE: Rs 178 PER EQUITY SHARE |
| THE OFFER PRICE IS
17.80 TIMES OF THE FACE VALUE |
| Risks to
Investors: |
| • |
The two Book
Running Lead Managers associated with the Offer have handled 27 public issues in the past
three years out of which 5 closed below the issue price on listing date. |
| • |
The average
cost of acquisition of per Equity Share for our Promoter Selling Shareholders is Rs 0.10
for Jayant Shamji Chheda, Rs 0.62 for Tarla Jayant Chheda, and Rs 0.12 for Parag Jayant
Chheda and Rs 0.12 for Vipul Jayant Chheda. and the Offer Price at the upper end of the
Price Band is significantly high at Rs178 per Equity Share. |
| BID/OFFER PROGRAMME: |
| BID/OFFER OPENED ON
WEDNESDAY, DECEMBER 18, 2019 |
| BID/OFFER CLOSED ON
FRIDAY DECEMBER 20, 2019 |
| ANCHOR INVESTOR BIDDING
DATE: TUESDAY DECEMBER 17, 2019 |
The Offer was made in terms of Rule 19(2)(b)(ii) of the Securities
Contracts (Regulation) Rules, 1957. as amended ("SCRR"), read with
Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009, as amended ("SEBI ICDR Regulations"),
wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a
value of Rs 4,000 million (calculated at the Offer Price) was offered to the public. The
Offer was made through the Book Building Process in accordance with Regulation 26(1) of
the SEBI ICDR Regulations, wherein 50% of the Offer was available for allocation to
Qualified Institutional Buyers ("QIB Portion"). Our Company and the
Promoter Selling Shareholders have, In consultation with the BRLMs, allocated up to 60% of
the OIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor
Portion"), out of which at least one-third was reserved for domestic Mutual
Funds, 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. Such
number of Equity Shares representing 5% of the Net QIB Portion (other than Anchor Investor
Portion) were made available for allocation on a proportionate basis to Mutual Funds only.
The remainder of the Net QIB Portion were made available for allocation on a proportionate
basis to QIBs (other than Anchor Investors), intruding Mutual Funds, subject to valid Bids
being received from them at or above the Offer Price. Further, not less than 15% of the
Offer was 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 being received
from them at or above the Offer Price such that subject to availability of Equity Shares,
each- Retail Individual Bidder was Allotted not less than the minimum Bid Lot, and the
remaining Equity Shares, if available, were allotted to all Retail Individual Bidders on a
proportionate basis. All Bidders, other than Anchor Investors, were mandatory required to
participate m the Offer through the Application Supported by Blocked Amount ("ASBA")
process by providing details of their respective bank accounts and UPI ID in case of Rlls,
as applicable, which were blocked by the Self Certified Syndicate Banks ("SCSBs"),
as the case may be Anchor Investors were not permitted to participate in the Anchor
investor Portion through the ASBA process For details, see the section titled "Offer
Procedure" on page 383 of the Prospectus.
The Offer received 142,554 applications for 47,265,624 Equity Shares as
per the bid book resulting in 1.6827 times subscription as disclosed in Prospectus. The
details of the applications received in the Offer from Retail Individual Bidders,
Non-lnstitutional Bidders and QIBs are as under (before technical rejections):
| Sr. No. |
Category |
No. of Applications
applied |
No. of Equity Shares
applied |
Equity Shares Reserved |
No. of times Subscribed |
Amount (in Rs) |
| A |
Retail Individual Investors |
142,294 |
16,666,104 |
9,831,460 |
1.6952 |
2,968,923,380.00 |
| B |
Non Institutional Investors |
232 |
2,199,372 |
4,213483 |
0.5220 |
391,485,864.00 |
| C |
Qualified Institutional
Buyers (excluding Anchor Investors) |
15 |
19,972,680 |
5,617,977 |
3.5551 |
3,555,137,040.00 |
| D |
Anchor Investors |
13 |
8,427,468 |
8,426,965 |
1.0001 |
1,500,089,304.00 |
| |
Total |
142,554 |
47,265,624 |
28,089,885 |
1.6827 |
8,415,635,588.00 |
Final Demand
A summary of the final demand as per BSE and NSE as on the Bid/Offer Closing Date at
different Bid prices is as under:
| Sr. No. |
Bid Price |
No. of Equity Shares |
% to Total |
Cumulative Total |
% Cumulative Total |
| 1 |
177 |
383,796 |
0.87 |
383,796 |
0.87 |
| 2 |
178 |
28,764,204 |
65.28 |
29,148,000 |
66.15 |
| 3 |
CUTOFF |
14,914,536 |
33.85 |
44,062,536 |
100.00 |
| |
TOTAL |
44,062,536 |
100.00 |
|
|
The Basis of Allotment was finalized in consultation with the Designated Stock
Exchange, being BSE on December, 26, 2019.
| A. |
Allotment to
Retail Individual Investors (After Technical Rejections) |
|
The Basis of
Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price
of Rs 178 per Equity, was finalized in consultation with BSE. This category has been
subscribed to the extent of 1,4998 times The total number of Equity Shares Allotted in
Retail Individual Bidders category is 10,668,340 Equity Shares (includes under subscribed
portion of 836,880 Equity Shares spilled over from Non Institutional Investors Category)
to 127,004 successful applicants The category-wise details of the Basis of Allotment are
as under: |
| Sr. No. |
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 |
| 1 |
84 |
118,856 |
87.08 |
9,983,904 |
62.40 |
84 |
281:302 |
9,289,644 |
| 2 |
168 |
9,154 |
6.71 |
1,537,872 |
9.61 |
84 |
107:115 |
715,428 |
| 3 |
252 |
2,746 |
2.01 |
691,992 |
4.32 |
84 |
67:72 |
214,620 |
| 4 |
336 |
1,203 |
0.88 |
404,208 |
2.53 |
84 |
40:43 |
93,996 |
| 5 |
420 |
1,024 |
0.75 |
430,080 |
2.69 |
84 |
27:29 |
80,052 |
| 6 |
504 |
726 |
0.53 |
365,904 |
2.29 |
84 |
27:29 |
56,784 |
| 7 |
588 |
436 |
0.32 |
256,368 |
1.60 |
84 |
27:29 |
34,104 |
| 8 |
672 |
141 |
0.10 |
94,752 |
0.59 |
84 |
27:29 |
11,004 |
| 9 |
756 |
83 |
0.06 |
62,748 |
0.39 |
84 |
27:29 |
6,468 |
| 10 |
840 |
493 |
0.36 |
414,120 |
2.59 |
84 |
27:29 |
38,556 |
| 11 |
924 |
63 |
0.05 |
58,212 |
0.36 |
84 |
15:16 |
4,956 |
| 12 |
1.008 |
183 |
0.13 |
184,464 |
1.15 |
84 |
27:29 |
14,280 |
| 13 |
1,092 |
1,388 |
1.02 |
1,515,696 |
9.47 |
84 |
27:29 |
108,444 |
| 14 |
4 Out of 16,413
Allottees from Serial no 2 to 13. were allotted 1(one) additional share |
4:16413 |
4 |
| |
TOTAL |
136.496 |
100.00 |
16,000,320 |
100.00 |
|
|
10,668,340 |
| B. |
Allotment to
Non Institutional Investors (After Technical Rejections) |
|
The Basis of
Allotment to the Non-lnslitutionai Bidders, who have bid at the Offer Price of Rs 178 per
Equity Share, was finalized in consultation with BSE. This category has been subscribed to
the extent of 0.5176 times. The total number of Equity Shares allotted in this category is
2,181,060 Equity Shares to 224 successful applicants (the under subscription of 2,032,423
Equity Shares in the Non Institutional Bidders category has been spilled over to Qualified
Institutional Buyers and Retail Individual Investors Category m the ratio of 50:35 i.e.
1,195,543 Equity Shares to Qualified Institutional Buyers and 836,880 Equity Shares to
Retail Individual Investors Category). The category-wise details of the Basts of Allotment
are as under: |
| Sr. No. |
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 |
| 1 |
1,176 |
71 |
31.70 |
83,496 |
3.83 |
1,176 |
1:1 |
83,496 |
| 2 |
1,260 |
18 |
8.04 |
22,680 |
1.04 |
1,260 |
1:1 |
22,680 |
| 3 |
1,344 |
3 |
1.34 |
4,032 |
0.18 |
1,344 |
1:1 |
4,032 |
| 4 |
1,428 |
3 |
1.34 |
4,284 |
0.20 |
1,428 |
1:1 |
4,284 |
| 5 |
1,512 |
2 |
0.89 |
3,024 |
0.14 |
1,512 |
1:1 |
3,024 |
| 6 |
1,680 |
11 |
4.91 |
18,480 |
0.85 |
1,680 |
1:1 |
18,480 |
| 7 |
1,764 |
2 |
0.89 |
3,528 |
0.16 |
1,764 |
1:1 |
3,528 |
| 8 |
1,932 |
1 |
0.45 |
1,932 |
0.09 |
1,932 |
1:1 |
1,932 |
| 9 |
2,016 |
4 |
1.79 |
8,064 |
0.37 |
2,016 |
1:1 |
8,064 |
| 10 |
2,100 |
5 |
2.23 |
10,500 |
0.48 |
2,100 |
1:1 |
10,500 |
| 11 |
2,184 |
2 |
0.89 |
4,368 |
0.20 |
2,184 |
1:1 |
4,368 |
| 12 |
2,268 |
8 |
3.57 |
18,144 |
0.83 |
2,268 |
1:1 |
18,144 |
| 13 |
2,520 |
7 |
3.13 |
17,640 |
0.81 |
2,520 |
1:1 |
17,640 |
| 14 |
2,688 |
2 |
0.89 |
5,376 |
0.25 |
2,688 |
1:1 |
5,376 |
| 15 |
2,772 |
15 |
6.70 |
41,580 |
1.91 |
2,772 |
1:1 |
41,580 |
| 16 |
2,856 |
2 |
0.89 |
5,712 |
0.26 |
2,856 |
1:1 |
5,712 |
| 17 |
2,940 |
6 |
2.68 |
17,640 |
0.81 |
2,940 |
1:1 |
17,640 |
| 18 |
3,276 |
1 |
0.45 |
3,276 |
0.15 |
3,276 |
1:1 |
3,276 |
| 19 |
3,360 |
8 |
3.57 |
26,880 |
1.23 |
3,360 |
1:1 |
26,880 |
| 20 |
3,444 |
1 |
0.45 |
3,444 |
0.16 |
3,444 |
1:1 |
3,444 |
| 21 |
3,528 |
3 |
1.34 |
10,584 |
0.49 |
3,528 |
1:1 |
10,584 |
| 22 |
3,780 |
3 |
1.34 |
11,340 |
0.52 |
3,780 |
1:1 |
11,340 |
| 23 |
4,200 |
3 |
1.34 |
12,600 |
0.58 |
4,200 |
1:1 |
12,600 |
| 24 |
4,536 |
2 |
0.89 |
9,072 |
0.42 |
4,536 |
1:1 |
9,072 |
| 25 |
4,620 |
3 |
1.34 |
13,860 |
0.64 |
4,620 |
1:1 |
13,860 |
| 26 |
5,040 |
5 |
2.23 |
25,200 |
1.16 |
5,040 |
1:1 |
25,200 |
| 27 |
5,460 |
1 |
0.45 |
5,460 |
0.25 |
5,460 |
1:1 |
5,460 |
| 28 |
5,544 |
2 |
0.89 |
11,088 |
0.51 |
5,544 |
1:1 |
11,088 |
| 29 |
5,628 |
2 |
0.89 |
11,256 |
0.52 |
5,628 |
1:1 |
11,256 |
| 30 |
6,300 |
1 |
0.45 |
6,300 |
0.29 |
6,300 |
1:1 |
6,300 |
| 31 |
6,720 |
2 |
0.89 |
13,440 |
0.62 |
6,720 |
1:1 |
13,440 |
| 32 |
8,400 |
3 |
1.34 |
25,200 |
1.16 |
8,400 |
1:1 |
25,200 |
| 33 |
8,988 |
1 |
0.45 |
8,988 |
0.41 |
8,988 |
1:1 |
8,988 |
| 34 |
10,080 |
1 |
0.45 |
10,080 |
0.46 |
10,080 |
1:1 |
10,080 |
| 35 |
11,172 |
2 |
0.89 |
22,344 |
1.02 |
11,172 |
1:1 |
22,344 |
| 36 |
12,600 |
1 |
0.45 |
12,600 |
0.58 |
12,600 |
1:1 |
12,600 |
| 37 |
14,028 |
4 |
1.79 |
56,112 |
2.57 |
14,028 |
1:1 |
56,112 |
| 38 |
16,800 |
2 |
0.89 |
33,600 |
1.54 |
16,800 |
1:1 |
33,600 |
| 39 |
32,256 |
1 |
0.45 |
32,256 |
1.48 |
32,256 |
1:1 |
32,256 |
| 40 |
37,800 |
2 |
0.89 |
75,600 |
3.47 |
37,800 |
1:1 |
75,600 |
| 41 |
44,268 |
1 |
0.45 |
44,268 |
2.03 |
44,268 |
1:1 |
44,268 |
| 42 |
56,112 |
1 |
0.45 |
56,112 |
2.57 |
56,112 |
1:1 |
56,112 |
| 43 |
78,708 |
1 |
0.45 |
78,708 |
3.61 |
78,708 |
1:1 |
78,708 |
| 44 |
112,308 |
1 |
0.45 |
112,308 |
5.15 |
112,308 |
1:1 |
112,308 |
| 45 |
168,000 |
2 |
0.89 |
336,000 |
15.41 |
168,000 |
1:1 |
336,000 |
| 46 |
393,204 |
1 |
0.45 |
393,204 |
18.03 |
393,204 |
1:1 |
393,204 |
| 47 |
449,400 |
1 |
0.45 |
449,400 |
20.60 |
449,400 |
1:1 |
449,400 |
| |
TOTAL |
224 |
100.00 |
2,181,060 |
100.00 |
|
|
2,181,060 |
| C. |
Allotment to
QIBs (After Technical Rejections) |
|
Allotment to
QIBs, who have bid at the Offer Price of Rs 178 per Equity Share, has been done on a
proportionate basis in consultation with BSE. This category has been subscribed to the
extent of 2,9313 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. 340,677 Equity Shares
(includes under subscribed portion of 59,778 Equity Shares spilled over from Non
Institutional Investors Category) and other QIBs and unsatisfied demand of Mutual Funds
were allotted the remaining available Equity Shares i.e. 6,472,843 Equity Shares (includes
under subscribed portion of 1,135,765 Equity Shares spilled over from Non Institutional
Investors Category) on a proportionate basis. The total number of Equity Shares allotted
in the QIB category is 6,813,520 Equity Shares (includes under subscribed portion of
1,195,543 Equity Shares spilled over from Non Institutional Investors Category), which
were allotted to 15 successful Applicants. |
| CATEGORY |
FIs/BANKs |
MF's |
IC's |
AIF |
FPC |
TOTAL |
| ALLOTMENT |
555,683 |
2,426,879 |
2,244,945 |
668,654 |
917,359 |
6,813,520 |
| D. |
Allotment to Anchor Investors |
|
Our Company and the Promoter Selling
Shareholders in consultation with the BRLMs. have allocated 8,426,965 Equity Shares to 8
Anchor Investors (who have applied through 13 applications) at the Anchor Investor Offer
Price of Rs 178 per Equity Share in accordance with the SEBI ICDR Regulations. This
represents upto 60.00% of the QlB Portion. |
| CATEGORY |
MF's |
IC's |
AIF |
TOTAL |
| ALLOTMENT |
3,371,088 |
1,685,544 |
3,370,333 |
8,426,965 |
The IPO committee of our Company at its meeting held on December 26,
2019 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 Allotment Advice-cum-lntimations and/ or notices will be
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 December 26, 2019 and payment to non-Syndicate
brokers have been issued on December 27, 2019. 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 December 27, 2019
for credit into the respective beneficiary accounts subject to validation of the account
details with the depositories concerned. Our Company has filed the listing application
with BSE and NSE on December 27, 2019. Our Company has received listing and trading
approval from BSE and NSE and the trading will commence on or about December 30, 2019.
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:
|
For PRINCE PIPES AND
FITTINGS LIMITED |
|
On behalf of the Board of
Directors |
| Place: Mumbai |
Sd |
| Date : December 27,2019 |
Company Secretary & Compliance Officer |
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
PRINCE PIPES AND FITTINGS LIMITED.
Prince Pipes and Fittings Limited is proposing, subject to applicable
statutory and regulatory requirements, receipt of requisite approvals, market conditions
and other considerations, to make an initial public offering of its equity shares ("Equity
Shares") and has filed a prospectus dated December 23, 2019 ("Prospectus")
with the Registrar of Companies, Goa, Daman and Diu and Securities and Exchange Board of
India and the Stock Exchanges and issued notices to investors dated December 25, 2019 and
December 26, 2019. The Prospectus is available or will be made available on the website of
SEBI at www.sebi.gov.in as well as on the websites of
the book running lead managers, i.e. JM Financial Limited at www.imfl.com
and Edelweiss Financial Services Limited at www edelweissfin.com. Investors should note
that investment in equity shares involves a high degree of risk and for details relating
to the same, see the section titled "Risk Factors" on page 17 of the Prospectus.
The Equity Shares offered in the Offer have not been and will not be
registered under the U .S. Securities Act of 1933, as amended (the "US. Securities
Act"), or the laws of any state of the United States and may not be offered or
sold in 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 applicable state
securities laws. The Equity Shares are being offered and sold only outside the United
States pursuant to Regulation S under the U S Securities Act and pursuant to the
applicable laws of the jurisdictions where those offers and sales are made.
