Basis of Allotment

THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT. THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE. PURCHASE OR SUBSCRIBE TO SECURITIES.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY: OUTSIDE INDIA.

wpeC0.jpg (10003 bytes) RADIANT CASH MANAGEMENT SERVICES LIMITED

Radiant Cash Management Services United (the "Company" or the "Issuer") was incorporated in Chennai. Tam Nadu under the name Radiant Cash Management Services Private Limited' on March 23, 2005 as a private limited company, under the Companies Act, 1956 and was granted a certificate of incorporation by the Registrar of Companies Tamil Nadu at Chennai ("RoC") Thereafter our Company was conceded into a public limited company, pursuant to a special resolution passed in the extraordinary general meeting of our Shareholders held on August 21, 2021. and the name of our Company was changed to 'Radiant Cash Management Services Limited', and a fresh certificate of incorporation dated August 25, 2021 was issued to our Company by the RoC, For details on the Change in the name and registered office of our Company, please see the section entitled "History and Certain Corporate Matters" on page 162 of the prospectus of the Company dated December 31, 2022 filed with the RoC ( "Prospectus")

Registered Office: 28, Vijayaraghava Road, T Nagar, Chennai 600 017, Tamil Nadu India. Corporate Office: Radiant Building, 4/3 Raju Nagar, First Street. Okkiyam Thoraipakkam Old Mahabalipuram Road. Chennai 600 096 Tamil Nadu, lndia;
Contact Person: Ms. Jaya Bharathi Karumuri, Company Secretary and Compliance Officer: Tel: +91 044 4904 4904 | E-mail: ayabharathi@radiantcashlogistics.com : Website: www.radiantcashservices.com   Corporate Identity Number: U74999TN2005PLC055748
OUR PROMOTERS: COL. DAVID DEVASAHYAM AND DR. RENUKA DAVID
BASES OF ALLOTMENT

Our Company has filed the Prospectus dated December 31, 2022 with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NS") and BSE Limited ("BSE") and trading will commence on January 4, 2023.

INITIAL PUBLIC OFFER OF 26,676.977* EQUITY SHARES OF FACE VALUE OF Rs 1 EACH ("EQUITY SHARES") OF RADIANT CASH MANAGEMENT SERVICES LIMITED FOR CASH AT A PRICE OF Rs 94* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs 2,566.41* MILLON ("OFFER") COMPRISING A FRESH ISSUE OF 5,454,546* EQUITY SHARES AGGREGATING TO APPROXIMATELY Rs 540.00* MlLLION BY OUR COMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 21,222,431* EQUITY SHARES AGGREGATING TO RS 2,026.41* MILLION ("OFFER FOR SALE"), COMPRISING AS PER THE TABLE PROVIDED BELOW:

Name Type No. of Equity Shares offered
Col. David Devasahayam Promoter Selling Shareholder 6,486,856 Equity Shares aggregating to Rs 619.39 million'
Ascent Capital Advisors India Private Limited Investor Selling Shareholder 14,735,575 Equity Shares aggregating to Rs 1,407.02 million*

Our Company has filed the Red Herring Prospectus with a Fresh Issue of up to Rs 500.00 million and an Offer for Sale for up to 33,125,000 Equity Shares. Subsequently the Fresh Issue has been reduced to approximately Rs 540.00 million and the Offer for Sale has been reduced to 21,222,431 Equity Shares.

Allotment to Anchor Investors has been done at Rs 99 per Equity Share (including a share premium of Rs 98 per Equity Share).

The subscription amounts received from Anchor Investors shall be considered towards Allotment of Equity Shares in the Fresh Issue. Accordingly the Allotment of Equity Shares pursuant to the Fresh Issue shall be at Rs 99 per Equity Share. The residual portion of amounts received from the Anchor Investors has been considered towards the Offer for Sale portion.

THE OFFER SHALL CONSTITUTE 25.00% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
ANCHOR INVESTOR OFFER PRICE: Rs 99 PER EQUITY SHARE OF FACE VALUE OF Rs1 EACH
OFFER PRICE: Rs 94 PER EQUITY SHARE OF FACE VALUE OF Rs 1 EACH
THE OFFER PRICE IS 94 TIMES OF THE FACE VALUE
* Allotment to Anchor Investors was done at Rs 99 per Equity Share (including a share premium of Rs 98 per Equity Share)
Risks to Investors:

Dependence on banking sector: Our business is highly dependent on the banking sector in India to generate revenues, and any adverse development with respect to Indian banks that affects their utilisation of and demand for cash management services could have an adverse effect on our business, results of operations, cash flows and financial condition.

Customer concentration risk: We derive a substantial portion of our revenue from a limited number of customers. For Fiscal Years 2020,2021, 2022 and for the three months ended June 30, 2022, our top three customers in terms of revenue, contributed 45.10%, 39.80%, 43.10% and 39.44%. respectively, and our top five customers in terms of revenue, contributed 64.13%, 62.66%, 66.03% and 59.65%, respectively, in each case of our total revenue from our operations. If one or more of our key customers were to suffer a deterioration in their business, cease doing business with us or substantially reduce its dealings with us, our revenues could decline, which may have an adverse effect on our business, results of operations, cash flows and financial condition.

Our business is significantly dependent on the use of cash as a predominant mode of payment in India and a decrease in the availability or use of cash on account of other payment options including credit cards, debit cards, UPI and mobile payments and a continued shift in consumer trends with respect to the use of cashless payment methods could have an adverse effect on our business, results of operations, cash flows and financial condition.

We handle large volumes of cash and thus our business is exposed to operational risks including armed robbery, end-customer or third-party fraud, theft or embezzlement by employees or personnel hired by us. Any material increase in these costs could have an adverse effect on our business, results of operations and financial condition.

The Offer consists of an Offer for Sale of 21,222,431 Equity Shares by the Selling Shareholders which is approximately 79.55% of the total offer size. Our Company will not receive any proceeds from the Offer for Sale by Selling Shareholders.

The Weighted Average Cost of Acquisition of all Equity Shares transacted in three years, 18 months and one year preceding the date of the Prospectus:

Period Weighted Average Cost of acquisition* (in Rs) Upper end of the price band (Rs 99) is T times the weighted average cost of acquisition Range of Acquisition Price Lowest Price - Highest Price'**
Last one year Nil - Nil
Last eighteen months 3.30 30 21.23-21.23
Last three years 3.30 30 21.23-21.23

• Weighted average cost means total Equity Share capital including securities premium issued during last one year, eighteen months and three years preceding the date of the Prospectus divided by number of Equity Shares post conversion of CCPS into equity and post bonus issue. For the above purpose, entire CCPS capital including securities premium which were issued earlier and converted during last one year have been considered as capital issued.

***The range has been arrived after considering the effect of (i) issue of bonus shares on August 23, 2021 (ii) sub-division of equity shares with effect from September 23, 2021.

• Average cost of acquisition of Equity Shares for the Promoter Selling Shareholder is Rs 0.54 and the Investor Selling Shareholder is Rs 21.23 per Equity Share and Offer Price at upper end of the Price Band is 199 per Equity Share.

• The three BRLMs associated with the Offer have handled 42 public offers in the past three Fiscal Years, out of which 15 offers were closed below the Offer price on the listing date.

Name of the BRLMs Total Issues Issues closed below IPO Price on listing date
IIFL Securities Limited* 32 10
Motilal Oswal Investment Advisors Limited* 5 2
YES Securities (India) Limited' 1 -
Common Issues of above BRLMs 4 3
Total 42 15

* Issues handled where there were no common BRLMs, For further details and definitions please refer to the Prospectus.

BID/ OFFER PROGRAMME
ANCHOR INVESTOR BIDDING DATE OPENED AND CLOSED ON THURSDAY. DECEMBER 22.2022
BID/OFFER OPENED ON FRIDAY. DECEMBER 23. 2022
BID/OFFER CLOSED ON TUESDAY. DECEMBER 27.2022

NOTE: ALL CALCULATIONS ARE BASED ON THE REVISED OFFER SIZE AS DISCLOSED IN THE PROSPECTUS.

The bidding for Anchor Investor opened and closed on December 22, 2022 The Company received 16 applications from 14 Anchor Investors for 14,547,450 Equity Shares. The Anchor Investor Offer Price was finalized at Rs 99 per Equity Share A total of 11,755,681 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs Rs 163,812,419.

The Offer received 14,391 applications for 29,553,196 Equity Shares (including Underwriters)^* the Offer Price, resulting in 1.11 times subscription as disclosed in the Prospectus. The details of the applications received m the Offer from Retail Individual Bidders, Non-Institutional Bidders. QIBs. Anchor Investors and Underwriters are as under (before technical rejections):

SI. No. Category No. of Applications applied No. of Equity Shares Shares Reserved as per Prospectus No. of times Subscribed Amount (Rs)
A Retail Individual Bidders 14.274 2,853,150 9,336,942 0.3 281,956,650.00
B Non-Institutional Bidders - More than Rs 2 lakhs and upto Rs 10 lakhs 53 180,900 1,333,849 0.14 17,868,150.00
C Non- Institutional Bidders - Mere than 110 lakhs 36 3,749,250 2,667,698 1.41 371,175,750.00
D Qualified Institutional Bidders (excluding Anchors Investors) 9 7,884,150 1,582,807 4.98 779,467,350.00
E Anchor Investors 16 14,547,450 11,755,681 1.24 1,440,197,550.00
Total (A) 14,368 29,214,900 26,676,977 1.10 2,890,665,450.00
F Underwriters * (B) 3 338,296 - 0.00 31,799,824.00
TOTAL (A) + (B) 14.391 29,553,196 26,676,977 1.11 2,922,465,274.00

Pursuant to the Underwriting Agreement dated December 30, 2022 amongst IIFL Securities Limited. Motilal Oswal Investment Advisors Limited and YES Securities (India) Limited (together 'BRLMs' or Underwriters'), the Company and the Selling Shareholders, all the BRLMs in their capacity as Underwriters have agreed to underwrite the Offer for the maximum amount of Rs 31 799.824. at a price equal to the Offer Price, i.e Rs 94 per Equity Share, on the terms and conditions set out under the Underwriting Agreement

Subsequent to determination of valid bids and technical and other rejections. Registrar to the Offer intimated the Company. IIFL Securities Limited, Motilal Oswal Investment Advisors Limited and YES Securities (India) Limited on the shortfall in subscription level required to be in compliance with the requirements with Regulation 19(2)(b)(i) of Securities Contract Regulations Rules. 1957 - Offer size of minimum 25.00% dilution through the Offer Document

Accordingly, the Registrar issued Devolvement Notice vide its letter dated December 30, 2022 for 338,296 Equity Shares for an amount of Rs 31,799,824 and the respective share of development of IIFL Securities Limited. Motilal Oswal Investment Advisors Limited, and YES Securities (India) Limited IIFL Securities Limited. Motilal Oswal Investment Advisors Limited and YES Securities (India) Limited vide their respective letters dated December 30, 2022 and December 31, 2022 submitted their application / bd for 76,063; 235,637 & 26,596 Equity Shares respectively aggregating to 338.296 Equity Shares at Rs 94 00 per Equity Share for an amount aggregating to Rs 31,799,824 and transferred the amount to the Escrow Account opened for Anchor Investors.

HDFC Bank Limited as Escrow Agent vide its letter dated December 31, 2022. confined the receipt of funds in the escrow account. Subsequently. IIFL Securities Limited, Motilal Oswal Investment Advisors Limited and YES Securities (India) Limited were allotted Equity Shares as per the following table:

SI no. BRLMs No. of Applications No. of Equity Shares Allotted Amount (Rs)
1 IIFL Securities Limited 1 76,063 7,149,922.00
2 MotilaJ Oswal Investment Advisors United 1 235,637 22,149,878.00
3 YES Securities (India) Limited 1 26,596 2,500,024.00
TOTAL 3 338,296 31,799,824.00

Unsubscribed portion of 338,296 Equity Shares were brought-in by the Underwriters as given below: •

No. of Applications Equity Shares Applied Equity Shares Allotted No. of times subscribed
3 338,296 333,296 1.00

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 % of Total
1 94 422,550 1.57 422,550 1 57
2 95 58,950 0.22 481,500 1.79
3 96 24,900 0.09 506,400 1.88
4 97 25,050 0.09 531,450 1.97
5 98 12,300 0.05 543,750 2.02
6 99 14,000,250 51.98 14,544,000 54.00
CUT-OFF 12,391,500 46.00 26,935,500 100.00
TOTAL 26,935,500 100.00

The Basis of Allotment was finalized in consolation with the Designated Stock Exchange, being NSE on January 2, 2023.

A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have two at cut-off or at the Offer Price of Rs 94 per Equity Share or above, was finalized m consolation with NSE. This category has been subscribed to the extent of 0.30 times. The total number of Equity Shares Allotted m Retail Individual Bidders category Rs 2,768,700 Equity Shares to 13,857 successful applicants 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 applicant Ratio Total No. of Equity Shares allotted
150 12,204 88 07 1,830,600 66.11 150 1:1 1.830.600
300 950 6.86 285,000 10.29 300 1:1 285.000
450 238 172 107,100 3.87 450 1:1 107.100
600 119 086 71,400 2.58 600 1:1 71.400
750 55 0.40 41,250 1.49 750 1:1 41.250
900 48 0.35 43,200 1.56 900 1:1 43.200
1,050 53 0 38 55,650 2.01 1,050 1:1 55.650
1,200 12 0.09 14,400 0.52 1,200 1:1 14.400
1,350 6 0.04 8,100 0.29 1,350 1:1 8.100
1,500 46 033 69,000 2.49 1,500 1:1 69.000
1,650 4 003 6,600 0.24 1,650 1:1 6.600
1,800 13 009 23,400 0.85 1,800 1:1 23.400
1,950 106 0.76 206,700 7.47 1,950 1:1 206.700
2,100 3 0 02 6,300 0.23 2,100 1:1 6.300
TOTAL 13,857 100.00 2,768,700 100.00 2,768,700

Note: Unsubscribed portion of Retail category of 6,568,242 Equity Shares was spill over to QIB and Non-Institutional Bidders category in the ratio of 50:15.

B. Allotment to Non-Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment lo the Non-Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs), who have bid at the Offer Price of Rs 94 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0 14 times. The total number of Equity Shares allotted in this category is 180.900 Equity Shares to 53 successful applicants. 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 applicant Ratio Total No. of Equity Shares allotted
2.100 24 45.28 50,400 27.86 2,100 1:1 50,400
2.250 5 9.43 11,250 6.22 2,250 1:1 11,250
2.400 1 1.88 2,400 1.32 2,400 1:1 2,400
2.550 1 1.89 2,550 1.41 2,550 1:1 2,550
2.700 1 1.89 2,700 1.49 2,700 1:1 2,700
3.000 4 7.55 12,000 6.63 3,000 1:1 12,000
4.050 2 3.77 8,100 4.48 4,050 1:1 8,100
4,950 4 7.55 19,800 10.95 4,950 1:1 19,800
5.100 6 11.32 30,600 16.92 5,100 1:1 30,600
7,500 2 3.77 15,000 8.29 7,500 1:1 15,000
8.100 1 1.89 8,100 4.48 8,100 1:1 8,100
8.250 1 1.89 8,250 4.56 8,250 1:1 8,250
9.750 1 1.89 9,750 5.39 9,750 1:1 9,750
TOTAL 53 100.00 180,900 100.00 180,900

Note: Unsubscribed portion of Non-Institutional Bidders (more than 12 lakhs and upto Rs 10 lakhs) category of 1,152,949 Equity Shares was spill-over to Non-Institutional Bidders (more than Rs 10 lakhs) category.

C. Allotment to Non-Institutional Bidders (more than Rs 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-Institutional Bidders Imore than Rs 10 lakhs), who have bid at the Offer Price of Rs 94 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 0.70 times (including spill-over from Non-Institutional Bidders (more than Rs 2 lakhs and upto Rs 10 lakhs) category and Relax category The total number of Equity Shares allotted m this category is 3.749,250 Equity Shares to 36 successful applicants. 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 applicant Ratio Total No. of Equity Shares allotted
10,200 21 56.33 214,200 5.71 10,200 1:1 214,200
20,100 1 2.78 20,100 0.54 20,100 1:1 20,100
20,250 4 11.11 81,000 2.16 20,250 1:1 81,000
24,750 1 2.78 24,750 0.66 24,750 1:1 24,750
25,200 3 8.33 75,600 2.02 25,200 1:1 75,600
101,100 1 2.78 101,100 2.70 101,100 1:1 101,100
202,200 1 2.78 202.200 5.39 202.200 1:1 202,200
505,050 2 5.56 1,010,100 26.94 505,050 1:1 1,010,100
1,010,100 2 5.56 2,020,200 53.88 1,010,100 1:1 2,020,200
TOTAL 36 100.00 3,749,250 100.00 3,749,250

Note: Unsubscribed portion of Non-Institutional Bidders (more than Rs 10 lakhs) category of 1,587.145 Equity Shares was spill-over to QIB category.

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bid at the Offer Price of Rs 94 per Equity Share or above, has been done on a proportionate basis in consultation with NSE. This category has been subscribed to the extent of 0.96 times' of Net QIB portion (including spill-over of from Retail category and Non - Institutional Bidders (more than Rs 10 lakhs) category). As per the SEBI Regulations, Mutual Funds were required to be allotted 5% of the Equity Shares under the available Net QIB portion. However, the Offer did not received any demand from Mutual Funds in the Net QIB portion and accordingly the Mutual Funds portion were spill-over to Net QIB portion. The Net QIB portion were allotted the available Equity Shares i.e 7,884,150 Equity Shares on a Firm basis The total number of Equity Shares allotted in the QIB category is 7,884,150 Equity Shares, which were allotted to 9 successful Applicants

Category FI's BANKs MF's IC's NBFC's AIF's FIIWPC's VC's Others Total
QIB - - - 1,666,650 572,700 5,644,800 - - 7,884,150

*The initial subscription in the OIB (excluding Anchor Investors) category was 1.47 times. 5,052,494 Equity Shares from the Retail category and 1,587,145 Equity Shares Non- Institutional Bidders (more than Rs 10 lakhs) category were spited over to the OIB Category. However, due to lack of adequate Equity Shares m OIB Category to accommodate the entire spilled over, to the 6,301,343 Equity Shares have been considered for Allotment QIB category and the balance deficit of 338,296 Equity Shares has been shifted to Underwriters category.

F. Allotment to Anchor Investors(After Technical Rejections)

The Company and (he Selling Shareholders in consolation with the BRLMs, have allocated 11,755,681 Equity Shares to 14 Anchor Investors (through 16 Anchor Investor Application Forms) (including 3domestc Mutual Funds through 5schemes) at an Anchor Investor Offer Price at Rs 99 per Equity Share in accordance with SEBIICDR Regulations.

Category FIVBANK's MF's IC's NBFC's AIF's FPC's Others Total
Anchor - 3,232,800 - - 3,838,800 4,684,081 - 11,755,681

The Board of Directors of our Company at its meeting held on January 2, 2023 has taken on record the bass of allotment of Equity Shares approved by the Designated Stock Exchange being NSE and has allotted the Equity Shares to various successful applicants, The Allotment Advance Cum Refund Intimation and/or notices have been emailed or dispatched to the email ids or address of the investors as registered with the depositors. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on January 2, 2023. Further. Nil commission was due to Non-Syndicate Brokers for the Offer. 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 January 2, 2023 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 January 2. 2023. The Company has reserved the listing and trading approval from NSE i e BSE, and trading will commence on January 4, 2023 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 Bid cum Application form number, Bidders DP ID. Client ID. PAN, date of submission of Bid cum Application Form, address of the Bidder, 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:

wpeC1.jpg (2756 bytes)
Link Intime India Private Limited
C101,247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083. Maharashtra, India
Tel: +91 22 49186200/810 811 4949; E-mail: radiant,ipo@linkintime.com  Investor grievance E-mail: radiant.ipo@linkintime.co.in ;
Contact person: Shanti Gopalkrishnan Website: www.inkintime.co.in ; SEBI Registration: INR000004058
For RADIANT CASH MANAGEMENT SERVICES LIMITED
On behalf of the Board of Directors
Sd/-
Place: Chennai Jaya Bharathi Karumuri
Date: January 3, 2023 Company Secretary & Compliance Officer

THE LEVEL OF SUBSCRIPTION SHOULO NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS

PROSPECTS OF RADIANT CASH MANAGEMENT SERVICES LIMITED.

RADIANT CASH MANAGEMENT SERVICES LIMITED hassled a Prospectus dated December 31, 2022 (the 'Prospectus') with SEBI and the RoC. The Prospectus is available on the website of the SEBI at www.sebi.gov.in  as well as on the websites of the BRLMs i.e. IIFL Securities Limited at www.iiflcap.com Motital Oswal Investment Advisors Limited at www.motilaloswalgroup.com and YES Securities (India) Limited at www.yesinvest.in . the website of the National Stock Exchange of India Limited at www.nseindia.com and the website of the BSE Limited at www.bseindia.com. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see "Risk Factors" beginning on page 31 of the Prospectus. Potential investors should not rely on the DRHP for any investment decision.

The Equity Shares offered in the Offer have not been and will not be registered under the U S Securities Ad 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. This announcement does not constitute an offer of securities for sale in any jurisdiction, including the United States, and any securities described in this announcement may not be offered or sold in the United States absent registration under the Securities Ad or an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holders and that will contain detailed information about the company and management, as well as financial statements. No public offering or sale of securities in the United States is contemplated.