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 for seconds Not for release,
publication or distribution, directly or indirectly, outside India.
 |
| INDIA PESTICIDES LIMITED |
Our Company was originally incorporated as 'India Pesticides Private
Limited', a private limited company at Bareilly, Uttar Pradesh under the Companies Act,
1956 on December 13, 1984 and was granted a certificate of incorporation by the Registrar
of Companies, Uttar Pradesh at Kanpur. Subsequently, pursuant to a deed of dissolution
dated June 30, 1987, our Company acquired the entire rights and liabilities of 'India
Pesticides' a partnership firm formed under the Indian Partnership Act, 1932, where our
Company was one of the partners at the time of dissolution of the firm. With effect from
March 31, 1993, our Company became a deemed public company under Section 43A(1A) of the
Companies Act, 1956, the word 'Private' was removed from the name of our Company and the
certificate of incorporation of our Company was endorsed by the Registrar of Companies,
Uttar Pradesh at Kanpur to that effect. Subsequently, pursuant to a special resolution
passed by the Shareholders of our Company in its annual general meeting on September 30,
2002, our Company was converted into a public limited company. A fresh certificate of
incorporation dated April 24, 2003 consequent upon conversion into a public limited
company under the Companies Act, 1956 was issued to our Company by the Registrar of
Companies, Uttar Pradesh and Uttaranchal at Kanpur. For further delays in relation to
change in name of our Company, see 'History and Certain Corporate Matters' on page 160 of
the Prospectus dated June 28, 2021 ('Prospectus').
| Registered Office:
35-A, Civil Lines, Bareilly 243001, Uttar Pradesh, India; Tel: +91 0581 2567459; Corporate
Office: Swarup Cold Storage Compound, Water Works Road, Ashbagh, Lucknow 226 004,
Uttar Pradesh, India; Tel: +91 0522 2653602 |
| Website: www.indiapesticideslimited.com Contact
Person: Ajeet Pandey, Company Secretary and Compliance Officer. Email: investor@indiapesticideslimited.com;
Corporate Identity Number: U24112UP1984PLC006894 |
| OUR PROMOTERS: ANAND
SWARUP AGARWAL AND THE ASA FAMILY TRUST |
Our Company has filed the Prospectus dated June 28, 2021 with the RoC,
and the Equity Shares are proposed to be listed on the National Stock Exchange of India
Limited ("NSE") and BSE Limited ("BSE") and trading is
expected to commence on July 5, 2021.
INITIAL PUBLIC OFFER OF 27,027,026 EQUITY SHARES OF FACE VALUE OF Rs. 1
EACH ("EQUITY SHARES") OF INDIA PESTICIDES LIMITED ("COMPANY" OR
"ISSUER") FOR CASH AT A PRICE OF Rs. 296 PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF Rs. 295 PER EQUITY SHARE) AGGREGATING UP TO Rs. 8,000 MILLION (THE
"OFFER") COMPRISING A FRESH ISSUE OF 3,378,378 EQUITY SHARES AGGREGATING UP TO
Rs. 1,000 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 23,648,648 EQUITY
SHARES, INCLUDING 9,506,758 EQUITY SHARES AGGREGATING UP TO Rs. 2,814 MILLION BY ANAND
SWARUP AGARWAL (THE "PROMOTER SELLING SHAREHOLDER") AND 14,141,890 EQUITY SHARES
AGGREGATING UP TO Rs. 4,186 MILLION, BY THE OTHER SELUNG SHAREHOLDERS (AS DEFINED
HEREAFTER, AND COLLECTIVELY WITH THE PROMOTER SELLING SHAREHOLDER, REFERRED TO AS THE
"SELLING SHAREHOLDERS", AND SUCH EQUITY SHARES, THE "OFFERED SHARES")
AGGREGATING UP TO Rs. 7,000 MILLION (THE "OFFER FOR SALE"). THE OFFER SHALL
CONSTITUTE 23.47% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS Rs. 1 EACH. THE OFFER PRICE IS Rs.
296 PER EQUITY SHARE AND IS 296 TIMES THE FACE VALUE OF THE EQUITY SHARES.
| OFFER PRICE: Rs. 296 PER EQUITY SHARE OF
FACE VALUE OF Rs. 1 EACH |
| ANCHOR INVESTOR OFFER PRICE: Rs. 296 PER
EQUITY SHARE |
| THE OFFER PRICE IS 296 TIMES OF THE FACE
VALUE |
|
Risks to Investors: |
| • |
Average Cost of acquisition of Equity Shares held by
the Selling Shareholders, Anand Swarup Agarwal is Rs. 0.03, Mahendra Swarup Agarwal is Rs.
0.01, Virendra Swarup Agarwal is Rs. 0.02, Asha Agarwal is Rs. 0.02, Nupur Goyal is Rs.
0.00 (negligible), Sugandha Swarup Arora is Rs. 0.01, Sneh Lata Agarwal is Rs. 0.02, Sudha
Agarwal is Rs. 0.02, Shalini Pawan Agarwal is Rs. 0.02, Saurabh Swarup Agarwal is Rs.
0.02, Pramod Swarup Agarwal is Rs. 0.02, Vishal Swarup Agarwal is Rs. 0.06, Aparna Gupta
is Rs. 0.00 (negligible), Vishwas Swarup Agarwal is Rs. 0.03, Sanju Agarwal is Rs. 0.94,
Kajaree Swarup Agarwal is Rs. 0.29, Anurag Swarup Agarwal is Rs. 0.02, and Komal Swarup
Agarwal is Rs. 0.29 per Equity Share, respectively, and the Offer Price at the upper end
of the Price Band is at Rs. 296 per Equity Share. |
| • |
The two Book Running Lead Managers associated with the
Offer have handled 29* public issues in the past 3 years out of which 11 closed below the
Offer price on listing date. |
| * |
as disclosed in the Prospectus. |
| BID/OFFER PERIOD |
| BID/ OFFER OPENED ON
WEDNESDAY, JUNE 23, 2021 |
| BID/ OFFER CLOSED ON
FRIDAY, JUNE 25, 2021 |
The Offer was made through the Book Building Process, in terms of Rule
19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ('SCRR')
read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation
6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was available for
allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs")
(the 'QIB Portion'). Our Company and the Promoter Selling Shareholder, in
consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors on
a discretionary basis in accordance with the SEBI ICDR Regulations ("Anchor
Investor Portion"), of which one-third was reserved for domestic Mutual Funds,
subject to valid Bids having been received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. In the event of under-subscription or non-allocation in
the Anchor investor Portion the balance Equity Shares were added to the Net QIB Portion.
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 available for allocation on
a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids
having been received at or above the Offer Price. Further, not less than 15% of the Offer
was made available for allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Offer was made available far allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids having been
received from them at or above the Offer Price. All potential Bidders (except Anchor
Investors) were required to mandatory utilise the Application Supported by Blocked Amount ("ASBA")
process providing details of their respective ASBA accounts and UPI ID (in case of RIBs),
if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or under
the UPI Mechanism, as applicable. Anchor Investors were not permitted to participate in
the Offer through the ASBA process. For details, see "Offer Procedure" on page
335 of the Prospectus.
The Offer received 1,416.491 applications for 554,456,900 Equity Shares
resetting in 20.51 times subscription as disclosed in Prospectus. The details of the
applications received in the Offer from Retail Individual Bidders, Non-Institutional
Bidders and QIBs are as under (before technical rejections):
| SI. no |
Category |
No.
of Applications made |
No.
of Equity Shares |
Shares
Reserved as per Prospectus |
No.
of times Subscribed |
Amount
(Rs.) |
| A |
Retail
Individual Bidders |
1,412,620 |
94,620,650 |
9,459,460 |
10.00 |
28,006,311,650 |
| B |
Non
Institutional Bidders |
3,785 |
215,169,400 |
4,054,054 |
53.08 |
63,690,049,850 |
| C |
Qualified
Institutional Bidders (excluding Anchor Investors) |
70 |
236,068,800 |
5,405,405 |
43.67 |
69,876,364,800 |
| D |
Anchor Investors |
16 |
8,598,050 |
8,108,107 |
1.06 |
2,545,022,600 |
|
Total |
1416,491 |
554,456,900 |
27,027,026 |
20.51 |
164,117,749,100 |
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:
| SI.
No |
Bid
Price |
No.
of Equity Shares |
%
to Total |
Cumulative
Total |
Cumulative
% of Total |
| 1 |
290 |
965,750 |
0.17 |
965,750 |
0.17 |
| 2 |
291 |
204,100 |
0.04 |
1,169,850 |
0.21 |
| 3 |
292 |
196,400 |
0.04 |
1,368,250 |
0.24 |
| 4 |
293 |
309,600 |
0.05 |
1,677,850 |
0.30 |
| 5 |
294 |
520,800 |
0.09 |
2,198,650 |
0.39 |
| 6 |
295 |
601,300 |
0.11 |
2,799,950 |
0.49 |
| 7 |
296 |
479,457,350 |
84.63 |
482,257,300 |
85.12 |
| 6 |
CUTOFF |
84,289,500 |
14.88 |
566,546,600 |
100.00 |
|
TOTAL |
566,546,800 |
100.00 |
|
|
The Basis of Allotment was finalized in consultation with the
Designated Stock Exchange, being BSE on June 30, 2021.
| 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 cut-off or at the Offer Price of Rs. 296 per Equity, was finalized in
consultation with BSE. This category has been subscribed to the extent of 9,66113 times
(after Technical Rejections). The total number of Equity Shares Allotted in Retail
Individual Bidders category is 9,459,460 Equity Shares to 189.189 successful applicants.
The category-wise delays 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 |
| 50 |
1,230,076 |
89.96 |
61,503,800 |
67.30 |
50 |
195:1409 |
8,511900 |
| 100 |
69,434 |
5.08 |
6,943,400 |
7.60 |
50 |
31:224 |
480,450 |
| 150 |
17,979 |
1.32 |
2,696,850 |
2.95 |
50 |
31:224 |
124,400 |
| 200 |
12,002 |
0
68 |
2,400,400 |
2.63 |
50
|
31:224 |
83,050 |
| 250 |
6,269 |
0.46 |
1,567,250 |
1.71 |
50 |
31:224 |
43,400 |
| 300 |
4,954 |
0.36 |
1,486,200 |
1.63 |
50 |
31:224 |
34,300 |
| 350 |
3,071 |
0.22 |
1,074,850 |
1.18 |
50 |
31:224 |
21,250 |
| 400 |
1,904 |
0.14 |
761,600 |
0.83 |
50 |
31:224 |
13,150 |
| 450 |
1
835 |
0.06 |
375,750 |
0.41 |
50 |
31:224 |
5,800 |
| 500 |
4,034 |
0.30 |
2,017,000 |
2.21 |
50 |
31:224 |
27,900 |
| 550 |
623 |
0.05 |
342,650 |
0.37 |
50 |
31:224 |
4,300 |
| 600 |
1,416 |
0.10 |
849,600 |
0.93 |
50 |
31:224 |
9,600 |
| 650 |
14,415 |
1.05 |
9,369.750 |
10.25 |
50 |
31:224 |
99,750 |
|
|
|
|
|
1 |
10:13951 |
10 |
| TOTAL |
1,367,012 |
100.00 |
91,389,100 |
100.00 |
|
|
9,459,460 |
Please Note: 1 additional Share shall be allotted to 10
Allottees from amongst 18,951 Successful Applicants from the categories 100-650 (i.e.
excluding successful applicants from Category 50) in the ratio of 10:18951.
| B. |
Allotment to Non
Institutional Bidders (After Technical Rejections) (including ASBA Applications) |
|
The Baas of Allotment to the
Non-Institutional Bidders, who have bid at the Offer Price of Rs. 296 per Equity Share or
above, was finalized in consultation with BSE. This category has been subscribed to the
extent of 52,9584 times (after Technical Rejections). The total number of Equity Shares
allotted in this category is 4,054,054 Equity Shares to 2,513 successful applicants. The
category- wise delays 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 |
| 700 |
768 |
20.82 |
537,600 |
0.25 |
50 |
203:768 |
10,150 |
| 750 |
108 |
2.93 |
81,000 |
0.04 |
50 |
31:108 |
1,550 |
| 800 |
86 |
2.33 |
68,800 |
0.03 |
50 |
13:43 |
1,300 |
| 850 |
38 |
1.03 |
32,300 |
0.02 |
50 |
6:19 |
600 |
| 900 |
18 |
0.49 |
16,200 |
0.01 |
50 |
1:3 |
300 |
| 950 |
7 |
0.19 |
6,650 |
0.00 |
50 |
3:7 |
150 |
| 1000 |
277 |
7.51 |
277,000 |
0.13 |
50 |
105:277 |
5,250 |
| 1900 |
2 |
0.05 |
3,800 |
0.00 |
50 |
1:2 |
50 |
| 1950 |
6 |
0.16 |
11,700 |
0.01 |
50 |
2:3 |
200 |
| 267000 |
1 |
0.03 |
267,000 |
0.12 |
5,042 |
1:1 |
5,042 |
| 270250 |
2 |
0.05 |
540,500 |
0.25 |
5,103 |
1:1 |
10,206 |
| 285000 |
1 |
0.03 |
285,000 |
0,13 |
5,382 |
1:1 |
5,382 |
| 287100 |
1 |
0.03 |
287,100 |
0.13 |
5,421 |
1:1 |
5,421 |
| 309000 |
1 |
0.03 |
309,000 |
0.14 |
5,835 |
1:1 |
5,835 |
| 4729700 |
2 |
0.05 |
9,459,400 |
4.41 |
89,310 |
1:1 |
178,620 |
| 5067550 |
4 |
0.11 |
20,270,200 |
9.44 |
95,687 |
1:1 |
382,748 |
| 6756750 |
4 |
0.11 |
27.027.000 |
1259 |
127.583 |
1:1 |
510.332 |
| 8446000 |
1 |
0.03 |
8.446,000 |
3.93 |
159,470 |
1:1 |
159,470 |
| 11824300 |
1 |
0.03 |
11,824,300 |
5.51 |
223,255 |
1:1 |
223,255 |
| TOTAL |
3,688 |
100 |
214,696,200 |
100.0 |
|
|
4,054,054 |
| C. |
Allotment to QIBs
(Excluding Anchor Investors) (After Technical Rejections) |
|
Allotment to QIBs, who have
bid at the Offer Price of Rs. 296 per Equity Share or above, has been done on a
proportionate basis in consultation with BSE. This category has been subscribed to the
extent of 43.67273 times of Net QIB portion (after Technical Rejections). As per the SEBI
ICDR Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion
available i.e, 270,271 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds
were allotted the remaining available Equity Shares i.e 5,135,134 Equity Shares on a
proportionate basis. The total number of Equity Shares allotted in the QIB category is
5,405,405 Equity Shares, which were allotted to 70 successful Applicants. |
| Category |
FIs/Banks |
FIIs/FPIs |
IC |
MFs |
OTHs |
Total |
| QIB |
1,944,528 |
1,287,565 |
245,223 |
549,100 |
1,378,989
|
5.405,405 |
| D. |
Allotment to Anchor Investors (After Technical
Rejections) |
|
The Company and the Promoter Selling Shareholder, in
consultation with the BRLMs, have allocated 8,108,107 Equity Shares to 12 Anchor Investors
through 16 Applications (including 3 Mutual Funds through 7 schemes) at the Anchor
Investor Offer Price of Rs. 296 per Equity Share in accordance with the SEBI ICDR
Regulations. This represents 60% of the QIB Portion |
| Category |
MFs |
ICs |
FPI/FIIs |
SI-NBFCs |
Total |
| Anchor |
3,783,700 |
844,600 |
2,449,335 |
1,030,472 |
8,108,107 |
The IPO Committee of the Board of Directors of our Company at its
meeting held on July 1, 2021 has taken on record the basis of allotment of Equity Shares
approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to
various successful applicants. The Allotment Advice Cum Refund Intimation has 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 June 30, 2021 and the payments to non-syndicate brokers have been
issued on July 1,2021. 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 July 1,2021, for credit into the
respective beneficiary accounts subject to validation of the account details with the
depositories concerned. The Company has obtained the listing and trading approvals from
BSE and NSE, and trading is expected to commence on July 5, 2021.
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, KFin Technologies Private Limited at www.kfintech.com.
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 ASBAform, 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:
 |
| KFin Technologies
Private Limited |
| Selenium Tower-B, Plot 31
& 32, Gachibowli Financial District, Nanakramguda, |
| Serilingampally, Hyderabad
500 032 Telangana, India. |
| Tel: +91 40 6716
2222; E-mail: ipl.ipo@kfintech.com, Investor
Grievance e-mail: einward.ris@kfintech.com; |
| Website: www.kfintech.com; Contact Person: M Murali
Krishna; SEBI Registration Number: INR000000221 |
|
For INDIA PESTICIDES
LIMITED |
|
On behalf of the Board of
Directors |
| Place: Lucknow |
Sd/- |
| Date ;
July 2, 2021 |
Company Secretary and Compliance Officer |
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF
EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF INDIA
PESTICIDES LIMITED.
India Pesticides Limited has filed the Prospectus with the
Registrar of Companies, Uttar Pradesh at Kanpur. The Prospectus is available on the
website of the SEBI at www.sebi.gov.in as well as on the websites of the book running lead
managers, Axis Capital Limited and JM Financial Limited at https://www.axiscapital.co.in and https://www.jmfl.com, respectively, 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, respectively. Investors should note that investment in equity
shares involves a high degree of risk. For details, investors should refer to the RHP and
Prospectus which have been filed with the Registrar of Companies, Uttar Pradesh at Kanpur
including the section titled 'Risk Factors' on page 28 of the Prospectus. Potential
investors should not rely on the DRHP filed with the SEBI in making any investment
decision.
The Equity Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any other applicable law of the United States 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 U S. Securities Act and
applicable state securities laws. Accordingly, the Equity Shares are being offered and
sold (a) in the United States only to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the U.S. Securities Act and
referred to in the Draft Red Herring Prospectus as "U.S. QIBs") in
transactions exempt from the registration requirements of the U.S. Securities Act and (b)
outside the United States in compliance with Regulation S and the applicable laws of the
jurisdiction where those offers and sales are made. There will be no public offering in
the United States.