By Sachin Murdeshwar

Mumbai: Varroc Engineering Limited (the “Company”), proposes to open the Offer on June 26, 2018, an initial public offering of 20,221,730 Equity Shares through an offer for sale by the promoter and investor selling shareholders (as defined below) (the “Offer”). The Offer consists of an offer for sale of (i) up to 1,752,560 Equity Shares by Mr. Tarang Jain (“Promoter Selling Shareholder”), (ii) up to 16,917,130 Equity Shares by Omega TC Holdings Pte. Ltd. (“Investor Selling Shareholder 1”) and (iii) up to 1,552,040 Equity Shares by Tata Capital

Financial Services Limited (“Investor Selling Shareholder 2”). The Offer also includes a reservation of 100,000 Equity Shares, for subscription by eligible employees (the “Employee Reservation Portion”) at a discount of Rs. 48 per share on the Offer Price (“Employee Discount”). The Offer less the Employee Reservation Portion is the “Net Offer” and such Net Offer aggregates up to 20,121,730 Equity Shares. The Offer and the Net Offer shall constitute 15% and 14.93%, respectively, of the post-offer paid-up equity share capital of the company.

The Bid/Offer Period closes on June 28, 2018. The Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.

The Price Band for the Offer is from Rs. 965 to Rs. 967 per Equity Share. Bids can be made for a minimum lot of 15 Equity Shares and in multiples of 15 Equity Shares thereafter.

The Equity Shares are proposed to be listed on BSE and NSE.

The Global Co-ordinators and Book Running Lead Managers (“GCBRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited and Credit Suisse Securities (India) Private Limited. IIFL Holdings Limited is the Book Running Lead Manager (“BRLM”).

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 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”) and in compliance with Regulation 26(1) of the SEBI ICDR Regulations, this Offer is being made through the Book Building Process, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that the Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Category shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Offer Price.

 

Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received 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 in which the Bid amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.

For details see “Offer Procedure” on page 593 of the Red Herring Prospectus (“RHP“) dated June 15, 2018 filed with the Registrar of Companies, Mumbai.