R K SWAMY LIMITED INITIAL PUBLIC OFFER TO OPEN ON MARCH 4, 2024
The
Offer comprises a Fresh Issue of Equity Shares aggregating up To ₹ 1,730
million (“Fresh Issue”) and an Offer For Sale of up to 8,700,000 Equity
Shares (the “Offered Shares”) (the “Offer For Sale” and together
with the Fresh Issue, the “Offer”): comprising Up To 1,788,093 Equity
Shares by Srinivasan K Swamy; up to 1,788,093 Equity Shares by Narasimhan
Krishnaswamy; up to 4,445,714 Equity Shares by Evanston Pioneer Fund L.P.; and
up to 678,100 Equity Shares By Prem Marketing Ventures LLP (collectively, the “Selling
Shareholders”).
The
Net Proceeds from the Fresh Issue are proposed to be used as follows: Funding
working capital requirements of the Company Rs. 540.00 million; Funding capital
expenditure to be incurred by the Company for setting up a digital video
content production studio (“DVCP Studio”) Rs. 109.85 million; Funding
investment in IT infrastructure development of the Company, and Material
Subsidiaries, Hansa Research Group Private Limited (“Hansa Research”)
and Hansa Customer Equity Private Limited (“Hansa Customer Equity”) Rs.
333.42 million; and funding setting up of new customer experience centres (“CEC”)
and computer aided telephonic interview centres (“CATI”) of the
Company Rs. 217.36 million; and general
corporate purposes.
The
Offer Includes a reservation of Equity Shares, aggregating up to ₹ 75 million
for subscription by Eligible Employees (the “Employee Reservation Portion”).
The Offer less The Employee Reservation Portion Is hereinafter referred to as
the “Net Offer”.
The
Company has in consultation with the Book Running Lead Managers (“BRLMs”)
offered a discount of ₹ 27 per equity share on the Offer Price to Eligible Employees
bidding in the Employee Reservation Portion (“Employee Discount”).
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that the Company and Selling Shareholders in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”).
In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, up to [•] Equity Shares aggregating up to ₹ 75 million will be available for allocation to Eligible Employees, subject to valid Bids being received at or above the Offer Price.
Further, not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Category”) of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹ 1.00 million and under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 10% of the Net Offer shall be available for allocation to Retail Individual Investors (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
All Bidders (except
Anchor Investors) shall mandatorily participate in this Offer only through the
Application Supported by Blocked Amount (“ASBA”) process and shall
provide details of their respective bank account (including UPI ID (defined
hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid
Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”)
or pursuant to the UPI Mechanism, as the case may be. Anchor Investors are not
permitted to participate in the Anchor Investor Portion through the ASBA
process. Further, Equity Shares will be allocated on a proportionate basis to
Eligible Employees applying under the Employee Reservation Portion, subject to
valid Bids received from them at or above the Offer Price.
SBI Capital Markets Limited, IIFL Securities Limited and Motilal Oswal Investment Advisors Limited are the Book Running Lead Managers (BRLMs) to the Offer. All capitalised terms used herein but not defined shall have the same meaning as ascribed to them in the RHP.
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