|Basis of Allotment|
THIS IS APUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT ANDDOES NOT CONSTITUTE AN INVITATION OR Of FER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES, NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA, THIS PUBLIC ANNOUNCEMENT IS NOT AN ADVERTISEMENT UNDER THE REAL ESTATE (REGULATION AND DEVELOPMENT) ACT, 2016 AND IS NOT INTENDED FOR INFORMING PERSONS ABOUT OUR REAL ESTATE PROJECTS OR TO INVITE ANY PERSON TO MAKE ADVANCES OR DEPOSITS IN RELATION TO ANY OF OUR REAL ESTATE PROJECTS INITIAL PUBLIC OFFER OF EQUITY SHARES ON THE MAIN BOARD Of THE STOCK EXCHANGES IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD Of INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
|KEYSTONE REALTORS LIMITED|
Our Company was incorporated as "Keystone Realtors Private Limited" in Mumbai, under the provisions of Companies Act, 1966 pursuant to a certificate of incorporation dated November 6, 1995 issued by the Registrar of Companies Act, 1956 pursuant to a certificate of incorporation dated November 6, 1995 issued by the Registrar of Companies, Maharashtra at Mumbai ("RoC"),The name of our Company eras subsequently changed to Keystone Realtors Limited, upon conversion into a public company, pursuant to board resolution dated April 28, 2022 and a shareholders' resolution dated April 28, 2022, and a fresh certificate of change of name was issued on May 6, 2022 by the RoC, For details of change in the registered office of our Company, see "History and Certain Corporate Matters" on page 228 of the Prospectus.
|Registered and Corporate Office: 702, Natraj, MV Road Junction, Western Express Highway, Andheri (East), Mumbai, Maharashtra, India - 400069; Tel: +91 (22) 6676 6886; Contact Person: Bimai K Nanda, Company Secretary and Compliance Officer; Tel; +91 (22) 6676 6888; E-mail: email@example.com Website: www.rustomjee.com ;|
|Corporate Identity Number: U45200MH1995PLC0942Q8.|
|OUR PROMOTERS: ROMAN RUSTOM IRANI, PERCY SORABJI CHOWDHRY AND CHANDRESH DINESH MEHTA|
Our Company has filed the Prospectus dated November 17, 2022 with the RoC (the "Prospectus") and the Equity Shares will be listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and the trading will commence on November 24, 2022,
|BASIS OF ALLOTMENT|
INITIAL PUBLIC OFFERING OF 11,737,521 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF Rs 541 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 531 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs 6,350,00 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 10,351,201 EQUITY SHARES AGGREGATING TO Rs 5,600,00 MILLION BY OUR COMPANY ("FRESH ISSUE") AND AN OFFER FOR SALE OF 1,336,320 EQUITY SHARES AGGREGATING TO Rs 750,00 MILLION COMPRISING AN OFFER FOR SALE OF 693,160 EQUITY SHARES AGGREGATING TO Rs 375,00 MILLION BY BOMAN RUSTOM IRANI, 346,580 EQUITY SHARES AGGREGATING TO Rs 187.50 MILLION BY PERCY SORABJI CHOWDHRY, AND 346,580 EQUITY SHARES AGGREGATING TO Rs 187.50 MILLION BY CHANDRESH DENESH MEHTA (THE "SELLING SHAREHOLDERS'' AND SUCH OFFER, THE "OFFER FOR SALE"), THE OFFER WILL CONSTITUTE 10.31% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
|OFFER PRICE: Rs 541 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH|
|ANCHOR INVESTOR OFFER PRICE: Rs 541 PER EQUITY SHARE|
|THE OFFER PRICE IS 54,10 TIMES THE FACE VALUE OF THE EQUITY SHARES|
|RISKS TO INVESTORS|
We carry risk of high debts our business is capital intensive and requires significant expenditure for real estate project development, which we fund through financing from banks and other financial institutions, Our Debt / Equity ratio for the Fiscal 2022 is 1.62 as against the average of the listed peer group of 0.53, Further, we had Net Cash Outflow from Operating Activities of Rs (1,095,51) million in Fiscal 2022, Negative operating cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our ability to operate our business and implement our growth plans,
We carry geographical concentration risk, As of June 30, 2022, all our projects were located within the Mumbai Metropolitan Region ("MMR" and we generated all of our revenue from operations from the MMR, The table below provides details of our total available inventory and unsold inventory in the MMR for our Completed and Ongoing Projects as of June 30, 2022:
|Category||Total Available Units for Sale||Total Units Unsold||Percentage of Total Available- Units (%)|
|Completed Projects (A)||13,176||114||0.87%|
|Ongoing Projects (B)||4,627||1,748||37.78%|
Our revenues carry risk of concentration from residential projects, We a almost entirely focus on residential projects, with very limited exposure to commercial and retail projects, Revenue from residential projects contributed 92.27%, 95.98%, 94.62%, 74.58% and 94.26% of Revenue from Operations for the Fiscals 2020, 2021 and 2022 and for the three months period ended June 30, 2021 and June 30, 2022, respectively.
We are also subject to the cost overruns including due to significant increases in prices or shortage of or delay or disruption in supply of construction materials, The construction cost (including material cost) as a percentage of Revenue from Operations was 74.37%, 72.29%, 77.89%, 77.77% and 71.26% in Fiscals 2020, 2021 and 2022 and the three months period ended June 30, 2021 and June 30, 2022, respectively.
Weighted average cost of acquisition per Equity Shares held by the Promoters or Gelling Shareholders is as provided below and Offer Price at upper end of the Price Band is Rs 541 per Equity Share.
|Name of the Promoter or Selling Shareholder||Weighted average cost of acquisition per Equity Share (in Rs)||Lower End of the "Price Band" with "Floor Price" (Rs 514) is 'X' times the Weighted average cost of a acquisition||Upper End of the "Price Band" With "Cap Price" (Rs 541) is X times the Weighted average cost of acquisition|
|Boman Rustom Irani||3.36||152.98||161.01|
|Percy Sorabji Chowdhry||3.36||152.98||161.01|
|Chandresh Dinesh Mehta||3.35||153.43||161.49|
As certified by M R M & Co,, Charted Accountants, pursuant to their certificate dated November 8, 2022
The two BRLMs associated with the Offer have handled 44 public issues in the past three years, out of which 18 issues closed below the offer price on listing date.
|Name of BRLMs||Total Issues||Issues closed below IPO Price on listing date|
|Axis Capital Limited*||38||17|
|Credit Suisse Securities (India) Private Limited*||4||0|
|Common Issues of above BRLMs||5||1|
Issues handled where there were no common BRLMs.
|OPENED ON: MONDAY, NOVEMBER 14, 2022|
|CLOSED ON: WEDNESDAY, NOVEMBER 16, 2022|
|ANCHOR INVESTOR BIDDING DATE WAS: FRIDAY, NOVEMBER 11, 2022|
This is an Offer in terms of Ryle 19(2)(b) of the SCRR, read with Regulation 31 of the SEBIICDR Regulations, The Offer has been made through the Book Building Process in terms of Regulation 6 (1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs and such portion, the 'QIB Portion'), provided that our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ('Anchor Investor Portion'), out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors ('Anchor Investor Allocation Price"), in accordance with the SEBI ICDR Regulations, Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to Bids being received from them at or above the Offer Price, Further, not less than 15% of the Offer was made available for allocation to Non-Institutional Bidders and (out of which one third was reserved for Bidders with Bids exceeding 1200,000 up to 11 million and two-thirds was reserved for Bidders with Bids exceeding 11 million) 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, All potential Bidders (except Anchor Investors) were mandatorily required to utilize the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective AS8A accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts, Anchor Investors were not permitted to participate in the Offer through the ASBA Process, For further details, see' Offer Procedure' on page 511 of the Prospectus,
The bidding for Anchor Investor opened and closed on Friday, November 11, 2022, The company received 16 applications from 14 anchor investors for 3,829,383 equity shares, The Anchor investor price was finalized at Rs 541 per Equity Share, A total of 3,521,255 shares were allocated under the Anchor Investor Portion aggregating to Rs 2,071,696,203,
The Offer received 56,710 applications for 21,205,989 Equity Shares (prior to technical rejections) resulting in 1,8067 times subscription, The details of the applications received m the Offer from various categories are as under: (before technical rejections)
|Sr. No.||Category||No. of Applications Applied||No. of Equity Shares||Equity Shares Reserved as per Prospectus||No, of times Subscribed||Amount (Rs)|
|A,||Retail Individual Bidders||55,426||2,283,660||4,108,133||0.5559||1,235,411,271|
|B,||Non-Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs)||1,016||945,027||586,877||1.6103||511,225,128|
|C,||Non-lnstitutional Bidders (Above Rs 10 lakhs)||232||4,118,499||1,173,752||3.5088||2,227,054,473|
|D,||Qualified Institutional Bidders (excluding Anchor Investors)||20||10,029,420||2,347,504||4.2724||5,425,916,220|
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:
|Bid price||No, of Equity Shares||% to Total||Cumulative Total||Cumulative % of Total|
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE, on November 21, 2022.
A. Allotment to Retail Individual Bidders (after technical rejections and considering spillover of RII portion) (including ASBA Applications)
The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of 1541 per Equity Share, was finalized in consultation with BSE. This category has been subscribed to the extent of 0.5271 times. The total number of Equity Shares Allotted in Retail Portion is 2,165,535 Equity Shares to 52,458 successful Retail Individual Bidders. 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|
The under subscribed portion of 1,942,598 Equity Shares from the Retail Individual Bidders has been spilled over to Qualified Institutional Buyers and Non-Institutional Investors in the ratio of 50:15 i.e. 1,494,306 Equity Shares for Qualified Institutional Buyers and 448,292 Equity Shares for Non- Institutional Investors, respectively.
B. Allotment to Non- Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs) (after technical rejections and considering the spillover of Rll portion) (including ASBA Applications)
The Basis of Allotment to the Non- Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs), who have bid at the Offer Price of Rs 541 per Equity Share, was finalized in consultation with BSE This category has been subscribed to the extent of 1,2398 times The total number of Equity Shares Allotted in this category is 736,308 Equity Shares to 965 successful Non- Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs). 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|
|1 ADDITIONAL SHARE FOR CATEGORY 1,836||1||138335||138|
This category includes under-subscribed portion of 149,431 Equity Shares spilled over from Retail Individual Bidders.
C. Allotment to Non-institutional Bidders (above Rs 10 lakhs) (after technical rejections and considering the spillover of Rll portion) (including ASBA Applications)
The Basis of Allotment to the Non-institutional Bidders (above Rs 10 lakhs), who have bid at the Offer Price of Rs 541 per Equity Share, was finalized in consultation with BSE This category has been subscribed to the extent of 2,7571 The total number of Equity Shares Allotted in Non- institutional Bidders (above Rs 10 lakhs) is 1,472,613 Equity Shares to 221 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|
|1 ADDITIONAL SHARE FOR CATEGORY 1,863||1||100:141||100|
This category includes under-subscribed portion of 298,861 Equity Shares spilled over from Retail Individual Bidders.
D. Allotment to QIBs (after technical rejections and considering the spillover of Rll portion)
Allotment to QIBs, who have Bid at the Offer Price of 1541 per Equity Share, has been done on a proportionate basis in consultation with BSE This category has been subscribed to the extent of 4.2724 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., 192.092 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 3,649,718 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 3,841,810 Equity Shares, which were allotted to 20 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:
This category includes under subscribed portion of 1,419,590 Equity Shares spilled over from Retail Individual Bidders.
E. Allotment to Anchor Investors
The Company, in consultation with the BRLMs, have allocated 3,521,255 Equity Shares to 14 Anchor Investors (through 16 Applications) at the Anchor Investor Offer Price of Rs 541 per Equity Share in accordance with the SEBI ICDR Regulations.
The IPO Committee of our Company on November 21, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE. Also, the Board of Directors of our Company on November 21, 2022 has taken on record the Allotment of Equity Shares to various successful Bidders. The Allotment Advice-Cum Refund Intimations and/or notices has been emailed or dispatched to the email ids or addresses of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds and transfer to Public Offer Account have been issued on November 21, 2022 and payment to non- Syndicate brokers have been issued on November 22, 2022. 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 22, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on November 22, 2022. The Company has received listing and trading approval from NSE and BSE and the trading will commence on November 24, 2022.
Note: All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them m the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made has been hosted on the website of the 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 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 Acknowledgment Slip received from the Designated Intermediary at the address given below:
|Link Intime India Private Limited|
|C-101, 1st Floor, 247 Park, L B.S Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra, India|
|Telephone: +91 22 4918 6200/+91 810 811 4949|
|Investor grievance E-mail: firstname.lastname@example.org|
|Website www.linkintime.co.in Contact Person: Shanti Gopalkrishnan|
|SEBI Registration No. INR000004058|
|For KEYSTONE REALTORS LIMITED|
|On behalf of the Board of Directors|
|Place Mumbai||Bimal K Nanda|
|Date: November 23, 2022||Company Secretary and Compliance Officer|
THE LEVEL OF SUBSCRIPTION SHOULD NOT HE TAKEN TO THE INDICATIVE OF EITHER THE MARKET PRICE Of THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF KEYSTONE REALTORS UNITED.
KEYSTONE REALTORS LIMITED has filed the Prospectus dated November 17, 2022 with RoC The Prospectus shall be available on the website of SEBI at www.sebi.gov.in. as well as on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the BRLMs, i e Axis Capital Limited and Credit Suisse Securities (India) Priviate United at www.axiscapital.co.in and https://www.aodil-suisso.com/in/en/invetstemet-banking-apac/investment-banking-in-india/ipo.html, respectively. Investors should note that investment in equity stares involves a high degree of risk and for details relating to such risk, please see the section entitled 'Risk factors' beginning on page 34 of the Prospectus. Potential investors should not rely on the DRHP tiled with SEBI for making any investment decision.
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 "Securities Act") or any other applicable law of the United Slates 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 applicable state securities laws. Accordingly, the Equity Shares are only being offered and sow (i) within the United States only to persons reasonably believed to be "qualified institutional buyers'' (as defined it "Rule 144A" under the Securities Act. "Rule 144A") in transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in compliance with Regulation S under the Securities Act, and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.