|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.
|KAYNES TECHNOLOGY INDIA LIMITED|
Kaynes Technology India -Limited ("Company" or "Issuer') was incorporated on March 26, 2008 at Mysore Karnataka as a prills limited company under the Companies Act 1965. with the name Kaynes Technology India Private Limited pursuant to a certificate of incorporation granted by the Registrar of the Companies. Karnataka at Bangalore ("Roc"). Subsequently, the name of our Company was changed to 'Kaynes Technology India limited' upon conversion of our Company into a public limited company pursuent to a special resolution passed by our Shareholders on March 24, 2022 and be fresh certificate of incorporation was issued by the RoC consequent upon change of name on conversion to public limited company on March 31, 2022. for details of change in the name of cur Company and address of registered office of our Company, sec "History and Certain Corporate-Matters" on page 241 of the prospectus of the Company dated November 16.2022 ('"Prospectus").
|Registered and Corporate Office: 22-25, Belagola. Food Industrial Estate, Metagalli P.C . Mysuru- 570016. Karnataka India Tel: + 91 3212 532535:|
|Contact Person. Srividhya Narayanan, Company Secretary and Compliance Officer Tel: +91 6212 562595. E-mail: email@example.com . Website: www.kaynestechnology.co.in ;|
|Corporate Identity Number: U2912BKA2008PLC0825|
|OUR PROMOTERS: RAMESH KUNHIKANNAN, SAVITHA RAMESH AND RK FAMILY TRUST|
Our Company has filed the Prospectus dated November 16, 2022 with the RoC, and the Equity Shares are proposed to he listed on the Main Board of National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading will commence on Tuesday, November 22, 2022.
|BASIS OF ALLOTMENT|
INITIAL PUBLIC OFFERING OF 14,613,624 EQUITY SHARES OF FACE VALUE OF Rs 10 EACH (" EQUITY SHARES") OF KAYNES TECHNOLOGY INDIA LIMITED ("COMPANY" OR "ISSUER") FOR CASH AT A PRICE OF Rs 587 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs 577 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs 8,578.20 MlLLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 9,028,960 EQUITY SHARES AGGREGATING TO Rs 5,300 MILLION BY OUR COMPANY (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 5,584,664 EQUITY SHARES AGGREGATING TO Rs 3,278.20 MILLION, COMPRISING 2,084,664 EQUITY SHARES BY RAMESH KUNHIKANNAN AGGREGATING TO RS 1,223.70 MILLION ("PROMOTER SELLING SHAREHOLDER") AND 3,500,000 EQUITY SHARES BY FRENY FIROZE IRANI AGGREGATING TO Rs 2,054.50 MILLION ("INVESTOR SELLING SHAREHOLDER" AND TOGETHER WITH PROMOTER SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS. THE "OFFERED SHARES") (SUCH OFFER FOR SALE BY THE SELLING SHAREHOLDERS, THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH ISSUE, "THE OFFER").
THE OFFER INCLUDED A RESERVATION OF 25,653 EQUITY SHARES AGGREGATING TO Rs15 MILLION (CONSTITUTING 0.04% OF THE POST OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS "NET OFFER". THE OFFER AND NET OFFER CONSTITUTES 25.13% AND 25.09%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY HAS, IN CONSULTATION WITH THE BRLMS, UNDERTAKEN THE PRE-IPO PLACEMENT OF 2,338,760 EQUITY SHARES AT A PRICE OF Rs 555.85 PER EQUITY SHARE (INCLUDING A PREMIUM OF Rs 545.85 PER EQUITY SHARE) AGGREGATING TO Rs 1,300.00 MILLION THE FACE VALUE OF EQUITY SHARES IS Rs 10 EACH. THE OFFER PRICE IS 58.70 TIMES THE FACE VALUE OF THE EQUITY SHARES,
RAMESH KUNHIKANNAN. PROMOTER SELLING SHAREHOLDER HAS SOLD 1,615,336 EQUITY SHARES AT A PRICE OF Rs 619.67 PER EQUITY SHARE AGGREGATING TO RS 1,006.01 MILLION ON OCTOBER 20, 2022 AND OCTOBER 25, 2022. FURTHER. HE HAS ALSO SOLD 136,287 EQUITY SHARES AT A PRICE OF Rs 587 PER EQUITY SHARE AGGREGATING TO A TOTAL CONSIDERATION OF APPROXIMATELY Rs 80.00 MILLION ON NOVEMBER 9, 2022.
ANCHOR INVESTOR OFFER PRICE: Rs 587 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH OFFER PRICE: Rs 587 PER EQUITY SHARE OF FACE VALUE OF Rs 10 EACH THE OFFER PRICE IS 58.70 TIMES OF THE FACE VALUE OF THE EQUITY SHARES
|Risks to Investors:|
Our Subsidiaries have contributed less than 10% to our revenue from operations during the Fiscal 2020, 2021 and 2022 and in the three months ended June 30, 2022.
We cannot assure you that we will be able to derive the benefits from the proposed object of utilising a portion of the Net Proceeds towards funding the capital expenditure of our Subsidiary, Kaynes Electronics Manufacturing Private Limited ("KEMPL"). Our Company proposes to utilise Rs 1,493.00 million towards funding the capital expenditure of KEMPL, in order to set up a new manufacturing facility, which is currently estimated to start commercial production / operations of by March 2024.
Average cost of acquisition of equity shareholding of Ramesh Kunhikannan, Promoter Selling Shareholder is Rs 0.38 per Equity Share and he has sold 1,615,336 Equity Shares at a price of Rs 619.07 per Equity Share aggregating to Rs 1,000.01 million on October 20, 2022 and October 25, 2022. Further, he has also sold 136,287 Equity Shares at a price of Rs 587 per Equity Share aggregating to a total consideration of approximately Rs 80.00 million on November9, 2022.
Average cost of acquisition of Equity Shares held by the Promoter Selling Shareholder and Investor Selling Shareholder is Rs 0.38 and Rs 73.94 per Equity Share respectively and Offer Price is Rs 587 per Equity Share.
* The weighted average cost of acquisition of all Equity Shares transacted in the one year and three years immediately preceding the date of the Prospectus is as follows:
|Period||Weighted Average Cost of Acquisition (in Rs)**||Offer Price (Rs 587) is X' times the Weighted Average Cost of Acquisition**||Range of acquisition price: lowest price-highest price (in Rs)**|
|Last one year||32.38||18.13||60.16*-619.07|
|Last three years||42.48||13.82||41.67*-619.07|
* Lowest price (originally the Equity Shares were acquired at a price of Rs 360.99 and Rs249.99 per Equity Share and the effective price per Equity Share post bonus issuance in the ratio of 5:1 is Rs 60.16 and Rs 41.67 for last one year and fast three years respectively) at which the Equity Shares were acquired, excluding acquisitions through gift.
**As certified by KM Rao & Co., Chartered Accountants, by way of their certificate dated November 16, 2022.
* Our top 10 customers accounted for 53.61%, 46.03%, 51.02% and 62.81% of our revenue from operations in Fiscal 2020, 2021 and 2022, and the three months ended June 30, 2022, respectively. Revenue contribution from our top 1, top 5 and top 10 customers has fluctuated in the last three Fiscals. Further, there has been a decline in the proportion of new customers we have added in the last three Fiscals. In addition, we do not have firm commitment agreements with our customers. The loss of one or more such customers or a reduction in demand for their products could adversely affect our business, results of operations, financial condition and cash flows.
* Our top 3 manufacturing facilities accounted for 81.53% of our revenue from operations in Fiscal 2022. Any slowdown, shutdown or disruption in our manufacturing facilities may lead to disruptions in our business and operations which could have an adverse effect on our business, results of operations, financial condition and cash flows.
* We are reliant on the demand from various industries such as automotive, industrial, railways, medical, information technology, Internet of Things, aerospace and defense, of which automotive and industrial industries accounted for 63.36% of our revenue from operations in Fiscal 2022. Any downturn in these industries could have an adverse impact on our business, growth and results of operations.
* We rely on the constant supply of semiconductors from overseas market for manufacturing of our products. The imported raw materials accounted for 64.46% of our total purchases of raw materials in Fiscal 2022. Any shortage or issues in timely availability of semiconductors or any particular semiconductor components required for the manufacturing of our products or fluctuations in the exchange rate between the Rupee and other currencies, could affect our business, financial condition, results of operations and prospects.
* Our inventory has increased by 49.81% from Rs 1,511,10 million in Fiscal 2020 to Rs 2,263.78 million in Fiscal 2022, As of June 30, 2022, our inventory was Rs 2,901.04 million and inventory days were 118 days. We maintain significant inventory and have low inventory turnover ratio. Our inability to accurately forecast demand for products that we manufacture and supply to our customers and manage our inventory may have an adverse effect on our business, results of operations, financial condition, cash flows and profit margin.
* Our networking Capital Days for March 31, 2022 and as of June 30, 2022 was 98 days and 122 days, respectively, Further, our net Working Capital as a % to revenue from operations for the financial year ended March 31, 2022, 2021 and 2020 was 37.45%, 46.06% and 48.62%, respectively. We have significant working capital requirements. Our net working capital requirements as of March 31, 2022 was Rs 2,644.93 million and as of June 30,2022 was Rs 2,910.26 million. A significant amount of our working capital is required to finance the purchase of raw materials and the development and manufacturing of products before payment is received from customers. This may have an adverse effect on our results of operations, cash flows and financial condition.
* The BRLMs associated with the Offer have handled 41 public issues in the past three years, out of which 14 issues closed below the offer price on listing date.
|Name of the BRLMs||Total Issues||Issues closed below IPO Price on fisting date|
|DAM Capital Advisors Limited*||8||2|
|IIFL Securities Limited*||29||11|
|Common issues of above BRLMs||4||1|
issues bandied where there were no common BRLMs
|BID/OFFER PROGRAMME||ANCHOR INVESTOR BIDDING OPENED AND CLOSED ON WEDNESDAY, NOVEMBER 9, 2022.|
|BID/OFFER OPENED ON THURSDAY, NOVEMBER 10, 2022|
|/ BID/OFFER CLOSED ON MONDAY, NOVEMBER 14, 2022|
The Offer was made, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRRT read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018. as amended ('SEBI ICDR Regulations') The Offer was made through the Book Building Process m terms of Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs and such portion, the QIB Portion'). Our Company, in consultation with the BRLMs. allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"), out of which one-third portion was reserved (or domestic Mutual Funds only, subject to valid Bids having being received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors (Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. Further. 5% of the QIB Portion (excluding the Anchor Investor Portion) (Net QIB Portion') was made available for allocation on a proportionate basis to Mutual Funds only, and the reminder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids having been received from them at or above the Offer Price. Further, not less than 15% of the Net Offer was made available for allocation to Non-institutional Bidders of which one-third portion was to be made available for allocation to Non-Institutional Bidders with and size of more than Rs 200.000 and up to Rs 1.000 000 and two-third portion was to be made available for allocation to Non-Institutional Bidders with a Bid see of more than Rs 1 000.000. provided the unsubscribed portion in either of the sub categories may be allocated to the Non-Institutional Bidders in the other sub-category of Non-Institutional portion, subject to valid Bids having been received at or above the Offer Price and not less than 35% of the Net Offer was made available for allocation to Restart Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. Further. Equity Shares was allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion. subject to valid Bids having been received from them at or above the Offer Price All potential Bidders I except Anchor Investors) were mandatory required to utilise the Application Supported by Blocked Amount. ('ASBA') process by proving details of their respective ASBA accounts and UP1 ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount were blocked by the Self Certified Syndicate Banks ("SCSBs") i.e or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be. to the extent of the respective Bid Amounts. Anchor Investors 'were not permitted to participate m the Offer through the ASBA Process. For further details, see "Offer Procedure on page 427 of the Prospectus
The bidding for Anchor Investor opened and closed on November 9, 2022 The Company received 28 applications from 23 Anchor Investors for 5,009,825 Equity Shares The Anchor Investor Offer Price was finalized at Rs 587 per Equity Share A total of 4,376,421 Equity Shares were allocated under the Anchor Investor Portion aggregating to 72,568 959,127.00
The Offer received 809,723 applications for 363,057,625 Equity Shares resulting in 24 84 times subscription. The details of the applications received in the Offer from Retail Individual Bidders, Non-Institutional Bidders, Eligible Employees and QIBs are as under (before technical rejections):
|SI. no.||Category||No of Applications received||No. of Equity Shares applied||No. of Equity Shares Reserved (as per Prospectus)||No. of times Subscribed||Amount (Rs)|
|A||Retail Individual Bidders||754,657||22,085,200||5,105,825||4.33||12,965,646,774.00|
|B||Non Institutional Bidders - more than 12 lakhs and upto Rs 10 lakhs||36,765||13,419,800||729,404||18.40||7,877,371,350.00|
|C||Non Institutional Bidders - more than Rs 10 lakhs||17,076||32,407,625||1,458,807||22.22||19,023,345 875.00|
|E||Qualified Institutional Bidders (excluding Anchor Investors)||96||290,036,600||2,917,614||99.41||170,251,4W 200.00|
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 (Rs)||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 NSE on November 17, 2022.
A. Allotment to Retail Individual Bidders (after technical rejections) (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 Rs 587 per Equity Share, was finalized in consultation with the NSE This category has been subscribed to the extent of 4.21 times. The total number of Equity Shares Allotted in Retail Portion is 5,105,825 Equity Shares to 204.233 successful Retail Individual Bidders 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|
B. Allotment to Non-Institutional Bidders (more than Rs 2 lakhs and up to Rs 10 lakhs) (after technical rejections) (including ASBA Applications)
The Basis of Allotment to the Non-Institutional Bidders (more than 12 lakhs and up toRs 10 lakhs), who have bid at the Offer Price of Rs 587 per Equity Share or above, was finalized n consultation with NSE. This category has been subscribed to the extent of 18.05 times The total number of Equity Shares allotted in this category is 729.404 Equity Shares to 2.084 successful applicants. The category-wise details of the Basis of Allotment are as under. (Sample)
|Sr. No.||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|
All Allottees from Serial no 2 to 53 for 1 (one) additional share
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 (more than Rs 10 lakhs), who have bid at the Offer Price of Rs 587 per Equity Share or above, was finalized in consultation with NSE. This category has been subscribed to the extent of 21.97 times The total number of Equity Shares allotted in this category 1,458,807 Equity Shares to 4,168 successful applicants. The category-wise details of the Basis of Allotment are as under (Sample)
|Sr. No.||Category||No. of Applications Received||%0f Total||Total No. of Equity Shares applied||% to Total||No. of Equity Shares allotted per applicant||Ratio||Total No. of Equity Shares allotted|
|All applicants from Serial no 46 to 143 for 1 (one) lot of 350 shares||350||29:22||10,150|
|4.168 Allottees from Serial no 1 lo 143 Additional 1 (one) share||1||7:4168||7|
D. Allotment to Eligible Employees (after technical rejections) (including ASBA Applications)
The Basis of Allotment to the Eligible Employees, who have Bid at the Offer Price of Rs 587 per Equity Share or above, was finalized m consultation with NSE This category has been subscribed to the extent of 2.36 times (overall) The total number of Equity Shares allotted in this category is 25,553 Equity Shares to 297 successful applicants The category-wise details of the Basis of Allotment are as under Allocation to Eligible Employees (upto Rs 2 lakhs)
|Sr. No.||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|
|1 Additional share allocated to Serial no 7 in the ratio of 7:32||1||7:32||7|
Allocation to Eligible Employees (more than Rs 2 lakhs and up to Rs 5 lakhs)
|Sr. No.||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|
E. Allotment to QIBs (After Technical Rejections)
Allotment to QIBs. who have bad al the Offer Price of Rs 587 per Equity Share or above, has been done on a proportionate basis in consolations with NSE. The category has been subscribed to the extent of 99.41 times of Net QIB portion As per the SEBI ICDR Regulations. Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i e 145,881 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 2,771,733 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 2,917,614 Equity Shares, which were allotted to 96 successful Applicants
F. Allotment to Anchor Investors (After Technical Rejections)
The Company in consultation with the BRLMs have allocated 4,376,421 Equity Shares to 23 Anchor Investors (through 28 Anchor Investor Application Forms) (including 9 domestic Mutual Funds through 14 schemes) at an Anchor Investor Offer Price at Rs 587 per Equity Share in accordance with SEBI ICDR Regulations This represents 60% of the QIB portion
The Board of Directors of our Company at its meeting held on November 18, 2022 has taken on record the basis 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 Advice Cum Refund Intimation and/or notices have been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on November 17, 2022 and the payments to non-syndicate brokers have been issued on November 18, 2022. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address oven below. The Equity Shares allotted to the successful allottees have been uploaded on November 18, 2022 with NSDL and on November 21, 2022 with CDSL for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned The Company has filed the Using application -with NSE and BSE on November 18, 2022 The Company has received the listing and trading approval from NSE & BSE. and trading will commence on November 22, 2022
Note: All capitalized terms used and not defined herein shall have the respective meaning assigned to them in the Prospectus
|CORRIGENDUM||NOTICE TO INVESTORS|
This corrigendum ("Corrigendum") is with reference to the Prospectus filed in relation to the Offer. In this regard, please note the following:
1. In the column "Number of equity shares held in dematerialized form (XIV)" of the table titled "3. Shareholding Pattern of our Company" in the chapter "Capital Structure" under the section "Section III - Introduction" on page 114 of the Prospectus, the Number of Equity Shares held by Public in dematerialized form should be read as 10,065,219 Equity Shares instead of 10,065,339 Equity Shares.
2. The Prospectus shall be read in conjunction with this Corrigendum. The information in this Corrigendum supersedes the information provided in the Prospectus to the extent inconsistent with the information in the Prospectus. The Prospectus stands amended to the extent stated hereinabove.
3. All capitalised terms used in this Corrigendum shall unless the context otherwise requires, have the same meanings as ascribed in the Prospectus.
INVESTORS PLEASE NOTE
The details of the allotment made will be hosted on the website of the Registrar to the Offer Link Intime India Private United 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
|Link Intime India Private Limited|
|C-101.247 Park. 1st Floor, LB S. Marg. Vikhroli West. Mumbai 400 083. Maharashtra, India|
|Tel: +91 810 811 4949. E-mail: firstname.lastname@example.org Investor Grievance e-mail: email@example.com|
|Website: www.linkintime.co.in Contact Person: Shanti Gopalkrishnan. SEBI Registration No INR000004058|
|For KAYNES TECHNOLOGY INDIA LIMITED|
|On behalf of the Board of Directors|
|Date: November 21, 2022||Srividhya Narayanan. Company Secretary & Compliance Officer|
KAYNES TECHNOLOGY INDIA LIMITED has feed the prospectus dated November 16. 2022 with the RoC (together with the Corrigendum dated November 21. 2022. the "Prospectus") and thereafter with Securities and Exchange Board of India ('SEBI') and the Stock Exchanges The Prospectus is available on the website of the SEBI at www.sebi.gov.in as well as on the websites of the BRIMs i e, DAM Capital Advisors Limited at www.dam.capital.in and IIFL Securities Limited at www.irf1cap.com 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 beginning on page 37 of the Prospectus
The Equity Shares have not been and will not be registered under the U S Securities Act of 1933. as amended (the "US. Securities Act") or any state securities laws in the United States, and unless so registered, and may not be entered 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 Ad and applicable U S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S and the applicable taws of each jurisdictions where such offers and sales are made There will be no public offering of the Equity Shares in the United States.