|
ABANS
HOLDINGS LIMITED |
Our Company was originally incorporated as "Abans Vanijya Private
Limited" on September 24, 2009 at Kolkata, West Bengal as a private limited company
under the Companies Act, 1956 with the Registrar of Companies, West Bengal. Subsequently,
the name of our Company was changed to "Abans Holdings Private Limited" vide
special resolution passed by the shareholders of our Company in their meeting held on
November 20, 2019 and a fresh Certificate of Incorporation consequent to the change of
name was granted to our Company on December 05, 2019, by the Registrar of Companies,
Mumbai. Further; our Company was converted into Public Limited Company pursuant to special
resolution passed by the shareholders of our Company In their meeting held on April 28,
2021 and the name of our Company was changed to "Abans Holdings Limited" and a
Fresh Certificate of Incorporation consequent upon conversion of Company to Public Limited
dated May 19, 2021 was issued by Register of Companies, Mumbai For further details, please
refer to the chapter "History and Certain Corporate Maters" beginning on page
no. 138 of the Prospectus).
Registered office:
36,37.38A. Floor 3, Nariman Bhavan, Backbay Reclamation, Nariman Point, Mumbai - 400 021 |
Corporate Office: 25, Mittal Chambers, 2nd Root. Barrister Rajni Patel Marg, Nariman Point
Mumbai - 400 021 Corporate Identity Number (C1N): U74900MH2009PLC231660 |
Tel No.: +91
- 22 - 6179 0000 | Email: compliance@abansholdings.com
| Website: www.abansholdings.com | Contact
Person: Ms. Sheela Gupta, Company Secretary and Compliance Officer. |
OUR PROMOTER: MR.
ABHISHEK BANSAL |
Our Company has filed the Prospectus dated December 17, 2022 with the
Registrar of Companies, Mumbai of ("RoC ") and the Equity Shares are proposed to
be listed on the National Stock Exchange of India Limited ("NSE") and BSE
Limited ("BSE" and together with NSE, the "Stock Exchanges") and
trading is expected to commence on December 23, 2022.
INITIAL PUBLIC OFFER OF 1,28,00,000 EQUITY SHARES OF FACE VALUE OF Rs.
2 EACH ("EQUITY SHARES") OF ABANS HOLDINGS LIMITED (THE "COMPANY" OR
THE "ISSUER") FOR CASH AT A PRICE OF Rs. 270 PER EQUITY, AGGREGATING TO Rs.
34,560,00 LAKH ("THE OFFER") COMPRISING OF A FRESH ISSUE OF 38,00,000 EQUITY
SHARES AGGREGATING TO Rs. 10,26,000 LAKH (THE "FRESH ISSUE") AND AN OFFER FOR
SALE OF 90,00,000 EQUITY SHARES BY MR. ABHISHEK BANSAL ("THE PROMOTER SELLING
SHAREHOLDER") AGGREGATING TO Rs. 24,300,00 LAKH ("OFFER FOR SALE").
OFFER PRICE: Rs.
270 PER EQUITY OF FACE VALUE OF Rs. 2 EACH |
THE OFFER PRICE
IS 135 TIMES OF THE VALUE OF THE EQUITY SHARES |
RISK TO INVESTORS |
1) |
Our Company is primarily a
holding company which is into the volatile business of diversified financial services. We
operate all our business through our 17 subsidiaries/ step-subsidiaries and their
performance may adversely affect our Revenue, Net Profit & Returns. 6 of our
subsidiaries / step- subsidiaries have incurred losses in the last fiscal year i.e FY
2021-22. |
2) |
Our Capital Business covers
mainly our internal treasury operations, which manage our excess capital funds. Revenue
from Capital Business Operation includes revenue from our commodities and equities trading
verticals. The Capital Business of our Company contributes nearly 92% - 98% of Revenue
from Operations of our Company in last 3 years. We had witnessed reduction in Revenue of
Capital Business in past and may witness the same in future also, which may have adverse
effect on our financials including total revenue. |
3) |
The Offer consists of an Offer
for Sale of 90,00,000 Equity Shares by the Promoter Selling Shareholder which is 70.31 %
of the total offer size. Our Company will not receive any proceeds from the Offer for Sale
by our Promoter Selling Shareholder. |
4) |
We intend to utilize Rs.
8,000,00 lakhs from the Net Proceeds of Fresh Issue to make a further investment in our
Subsidiary i.e. Abans Finance Pvt. Ltd. (AFPL - NBFC) which contributes only around 2% -
5% of revenue from operations of our Company in last 3 years. |
5) |
Our four subsidiaries, including
Abans Finance Pvt Ltd (AFPL - NBFC) are being subject to the credit rating. Any downward
revision in our credit ratings could adversely affect our ability to service our debts as
well as fund raising in the future hence affecting our results of operations and financial
conditions. |
6) |
Weighted average cost of
acquisition of all Equity Shares transacted in last one year and three years immediately
preceding the date of the Red Herring Prospectus. |
Period |
Weighted Average Cost of Acquisition (in Rs.) |
Cap Price is X times the Weighted Average Cost of
Acquisition |
Range of acquisition price: Lowest Price - Highest Price (in x) |
Last 1 year(a) |
NA |
NA |
NA |
Last 3 years(b) |
Rs. 80.17 |
3.37 times |
Rs. 80.17 to Rs. 150.00 |
a) |
No share transaction (primary
and secondary) had happened in the last 1 year. |
b) |
Adjusted for corporate actions
i.e. split & bonus done during the relevant period. |
7) |
As on August 31,2022, our entire
lending assets (which also include 97% lending by Abans Finance Pvt Ltd (AFPL - NBFC)) are
unsecured in nature and are not supported by any collateral that could ensure repayment of
the loan, if we are unable to recover such advances in a timely manner, our financial
condition, results of operations and cash flows may be adversely affected. |
8) |
The BRLM associated with the
Offer has handled 14 public issues (Main Board - 0, SME Issue -14) during current
financial year and two financial years proceeding the current financial year, out of which
2 issues closed below the offer price on listing date. |
Name of BRLM |
Total
Issues |
Issues
closed below IPO Price an listing date |
Aryaman Financial Services Ltd |
14 |
2 |
Total |
14 |
2 |
BID / OFFER PROGRAMME |
OPENED ON: DECEMBER 12, 2022 (MONDAY) |
CLOSED ON: DECEMBER 15, 2022 (THURSDAY) |
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 SEBIICDR Regulations and in compliance
with Regulation 6(1) of the SEBIICDR Regulations and through the Book Building Process,
wherein not more than 10% of the Offer were made available for allocated on a
proportionate basis to Qualified Institutional Buyers ("QIBs", the "QIB
Portion"), Further, 5% of the QIB Portion were made available for allocation on a
proportionate basis only to Mutual Funds, and the remainder of the QIB Portion were made
available for allocation on a proportionate basis to all QIB Bidders, including Mutual
Funds, 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 QIB Portion, the balance Equity
Shares available for allocation in the Mutual Fund Portion will be added to the remaining
QIB Portion for proportionate allocation to QIBs. Further, not less than 30% of the Offer
were made available for allocation to Non-Institutional Bidders ("Non-Institutional
Category") of which one-third of the Non-Institutional Category were made available
for allocation to Bidders with an application size of more than Rs. 2,00,000 and up to Rs.
10,00,000 and two-third of the Non-Institutional Category were made available for
allocation to Bidders with an application size of more than Rs. 10,00,000 and
under-subscription in either of these two sub-categories of Non-Institutional Category may
be allocated to Bidders in the other sub-category of Non- Institutional Category in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Offer Price. Further not less than 60% of the Offer were made available for
allocation to Retail Individual Bidders ("RIBs") in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received from them at or above the Offer
Price. All potential Bidders are required to mandatorily utilise the Application Supported
by Blocked Amount ("ASBA") process and shall provide details of their respective
bank account (including UPI ID, in case of UPI Bidders) in which the Bid Amount will be
blocked by the Self Certified Syndicate Banks ("SCSBs") or the Sponsor Bank, as
the case may be. For details, see "Offer Procedure" on page 330 of the
Prospectus.
There was no Anchor bidding in the IPO. The Offer received 45,973
banked applications for 1,40,30,005 Equity Shares (before technical rejections) resulting
in 1.10 times subscription. The details of the banked applications received in the Offer
from various categories are as under (before technical rejections).
Detail of the Applications Received
Sr. No. |
Category |
No. of Applications |
Equity Shares |
Equity Shares Reserved |
No. of Times Subscribed |
Amount (Rs. in lakh) |
1 |
Qualified Institutional Buyers |
7 |
52,39,740 |
12,80,000 |
4.09 |
14,147.30 |
2 |
Non - Institutional Investors (More than Rs. 10,00,000) |
192 |
55,08,470 |
25,60,000 |
2.15 |
14,872.87 |
3 |
Non - Institutional Investors (Upto Rs. 10,00,000) |
179 |
1,67,255 |
12,80,000 |
0.13 |
449.76 |
4 |
Retail Individual Investors |
45,595 |
31,14,540 |
76,80,000 |
0.41 |
8,417.09 |
|
Total |
45,973 |
1,40,30,005 |
1,28,00,000 |
1.10 |
37,887.02 |
Final Demand
A summary of the final demand (banked) as per the BSE and the NSE as on
the Bid/Issue Closing Date at different Bid prices is as under:
Sr. No. |
Bid
Price |
Bids
Quantity |
%
of Total |
Cumulative
Total |
%
Cumulative Total |
1 |
256 |
51,535 |
0.37% |
51,535 |
0.37% |
2 |
257 |
11,055 |
0.08% |
62,590 |
0.45% |
3 |
258 |
1,375 |
0.01% |
63,965 |
0.46% |
4 |
259 |
495 |
0.00% |
64,460 |
0.46% |
5 |
260 |
14,575 |
0.10% |
79,035 |
0.56% |
6 |
261 |
495 |
0.00% |
79,530 |
0.57% |
7 |
262 |
495 |
0.00% |
80,025 |
0.57% |
8 |
263 |
550 |
0.00% |
80,575 |
0.57% |
9 |
264 |
385 |
0.00% |
80,960 |
0.58% |
10 |
265 |
4,730 |
0.03% |
85,690 |
0.61% |
11 |
266 |
495 |
0.00% |
86,185 |
0.61% |
12 |
267 |
220 |
0.00% |
86,405 |
0.62% |
13 |
268 |
220 |
0.00% |
86,625 |
0.62% |
14 |
269 |
165 |
0.00% |
86,790 |
0.62% |
15 |
270 |
1,14,31,090 |
81.48% |
1,15,17,880 |
82.09% |
16 |
Cut
Off |
25,12,125 |
17.91% |
1,40,30,005 |
100.00% |
|
Total |
1,40,30,005 |
100.00% |
|
|
The Basis of Allotment was finalized in consultation with the
Designated Stock Exchange, being BSE Limited on December 20, 2022.
1) |
Allotment to
Retail Individual Investors (Including ASBA Applications but after technical rejections) |
The Basis of Allotment to the Retail Individual Investors, who have Bid
at Cut-off Price or at the Offer Price of Rs. 270 per Equity Share, was finalized in
consultation with BSE. The category has been subscribed to the extent of 0.39 times. The
total number of Equity Shares Allotted in this category is 29,60,375 Equity Shares to
43,336 successful applicants. Unsubscribed portion of 47,19,625 Equity Snares spilled over
to QIB & NIB (more than Rs.10,00,000) categories. The category-wise details of the
Basis of Allotment are as under:
No. of Shares Applied for (Category Wise) |
No.
of Applications Received |
%
to Total |
Total
No. of Shares Applied in Each Category |
%
to Total |
No.
of Equity Shares Allotted per Applicant |
Ratio |
Total
No. of Shares Allotted |
55 |
39,230 |
90.52 |
21,57,650 |
72.88 |
55 |
1:1 |
21,57,650 |
110 |
2,452 |
5.66 |
2,69,720 |
9.11 |
110 |
1:1 |
2,69,720 |
165 |
583 |
1.35 |
96,195 |
3.25 |
165 |
1:1 |
96,195 |
220 |
331 |
0.76 |
72,820 |
2.46 |
220 |
1:1 |
72,820 |
275 |
151 |
0.35 |
41,525 |
1.40 |
275 |
1:1 |
41,525 |
330 |
88 |
0.20 |
29,040 |
0.98 |
330 |
1:1 |
29,040 |
385 |
112 |
0.26 |
43,120 |
1.46 |
385 |
1:1 |
43,120 |
440 |
37 |
0.09 |
16,280 |
0.55 |
440 |
1:1 |
16,280 |
495 |
16 |
0.04 |
7,920 |
0.27 |
495 |
1:1 |
7,920 |
550 |
74 |
0.17 |
40,700 |
1.37 |
550 |
1:1 |
40,700 |
605 |
9 |
0.02 |
5,445 |
0.18 |
605 |
1:1 |
5,445 |
660 |
17 |
0.04 |
11,220 |
0.38 |
660 |
1:1 |
11,220 |
715 |
236 |
0.54 |
1,68,740 |
5.70 |
715 |
1:1 |
1,68,740 |
Total |
43,336 |
100.00 |
29,60,375 |
100.00 |
|
|
29,60,375 |
2) |
Allotment to Non
Institutional Bidders (more than 2,00,000 and up to Rs. 10,00,000) (including ASBA
Applications but alter technical rejections)The Basis of Allotment to the
Non-Institutional Bidders (more than Rs. 2,00,000 and up to Rs. 10,00,000), who have bid
at the Offer Price of Rs. 270 per Equity Share, was finalized in consultation with the
BSE. The category has been subscribed to the extent of 0.12 times. The total number of
Equity Shares Allotted in this category is 1,48,885 Equity Shares to 164 successful
applicants. Unsubscribed portion of 11,31,115 Equity Snares spilled over to NIB (more than
Rs. 10,00,000) category. The category-wise details of the Basis of Allotment are as under: |
No. of Shares Applied for (Category Wise) |
No.
of Applications Received |
%
to Total |
Total
No. of Shares Applied In Each Category |
%
to Total |
No.
o! Equity Shares Allotted per Applicant |
Ratio |
Total
No. of Shares Allotted |
770 |
130 |
79.26 |
1,00,100 |
67.23 |
770 |
1:1 |
1,00,100 |
825 |
9 |
5.49 |
7,425 |
4.99 |
825 |
1:1 |
7,425 |
880 |
1 |
0.61 |
880 |
0.59 |
880 |
1:1 |
880 |
990 |
3 |
1.83 |
2,970 |
1.99 |
990 |
1:1 |
2,970 |
1,045 |
2 |
1.22 |
2,090 |
1.40 |
1,045 |
1:1 |
2,090 |
1,100 |
7 |
4.27 |
7,700 |
5.17 |
1,100 |
1:1 |
7,700 |
1,320 |
1 |
0.61 |
1,320 |
0.89 |
1,320 |
1:1 |
1,320 |
1,375 |
1 |
0.61 |
1,375 |
0.92 |
1,375 |
1:1 |
1,375 |
1,650 |
1 |
0.61 |
1,650 |
1.11 |
1,650 |
1:1 |
1,650 |
1,815 |
1 |
0.61 |
1,815 |
1.22 |
1,815 |
1:1 |
1,815 |
1,870 |
1 |
0.61 |
1,870 |
1.26 |
1,870 |
1:1 |
1,870 |
1,925 |
1 |
0.61 |
1,925 |
1.29 |
1,925 |
1:1 |
1,925 |
2,200 |
1 |
0.61 |
2,200 |
1.48 |
2,200 |
1:1 |
2,200 |
2,915 |
1 |
0.61 |
2,915 |
1.96 |
2,915 |
1:1 |
2,915 |
3,025 |
1 |
0.61 |
3,025 |
2.03 |
3,025 |
1:1 |
3,025 |
3,190 |
2 |
1.22 |
6,380 |
4.29 |
3,190 |
1:1 |
6,380 |
3,245 |
1 |
0.61 |
3,245 |
2.18 |
3,245 |
1:1 |
3,245 |
Total |
164 |
100.00 |
1,48,885 |
100.00 |
|
|
1,48,885 |
3) |
Allotment to Non
Institutional Bidders (more than f 10,00,000) (including ASBA Applications but after
technical rejections) |
The Basis of Allotment to the Non-Institutional Bidders (more than Rs.
10,00,000), who have bid at the Offer Price of Rs. 270 per Equity Share, was finalized in
consultation with the BSE. The category has been subscribed to the extent of 1.00 times.
The total number of Equity Shares Allotted in this category is 55,00,990 Equity Shares to
190 successful applicants (including spilled over of 29,40,990 Equity Shares from Retail
& Non-Institutional Bidders (more than 7 2,00,000 and up to Rs. 10,00,000)
categories). The category-wise details of the Basis of Allotment are as under (sample
basis):
No. of Shares Applied for (Category Wise) |
No.
of Applications Received |
%
to Total |
Total
No. of Shares Applied in Each Category |
%
to Total |
No.
of Equity Shares Allotted per Applicant |
Ratio |
Total
No. of Shares Allotted |
3,740 |
113 |
59.47 |
422,620 |
7.68 |
3,740 |
1:1 |
422,620 |
3,795 |
1 |
0.53 |
3,795 |
0.07 |
3,795 |
1:1 |
3,795 |
4,015 |
1 |
0.53 |
4,015 |
0.07 |
4,015 |
1:1 |
4,015 |
4,125 |
3 |
1.58 |
12,375 |
0.22 |
4,125 |
1:1 |
12,375 |
4,290 |
1 |
0.53 |
4,290 |
0.08 |
4,290 |
1:1 |
4,290 |
4,400 |
1 |
0.53 |
4,400 |
0.08 |
4,400 |
1:1 |
4,400 |
4,785 |
1 |
0.53 |
4,785 |
0.09 |
4,785 |
1:1 |
4,785 |
4,950 |
3 |
1.58 |
14,850 |
0.27 |
4,950 |
1:1 |
14,850 |
5,170 |
1 |
0.53 |
5,170 |
0.09 |
5,170 |
1:1 |
5,170 |
5,500 |
1 |
0.53 |
5,500 |
0.10 |
5,500 |
1:1 |
5,500 |
5,555 |
1 |
0.53 |
5,555 |
0.10 |
5,555 |
1:1 |
5,555 |
5,995 |
1 |
0.53 |
5,995 |
0.11 |
5,995 |
1:1 |
5,995 |
7,370 |
1 |
0.53 |
7,370 |
0.13 |
7,370 |
1:1 |
7,370 |
7,425 |
2 |
1.05 |
14,850 |
0.27 |
7,425 |
1:1 |
14,850 |
7,645 |
1 |
0.53 |
7,645 |
0.14 |
7,645 |
1:1 |
7,645 |
89,375 |
1 |
0.53 |
89,375 |
1.62 |
89,375 |
1:1 |
89,375 |
1,29,580 |
1 |
0.53 |
1,29,580 |
2.36 |
1,29,580 |
1:1 |
1,29,580 |
1,54,385 |
1 |
0.53 |
1,54,385 |
2.81 |
1,54,385 |
1:1 |
1,54,385 |
1,84,965 |
1 |
0.53 |
1,84,965 |
3.36 |
1,84,965 |
1:1 |
1,84,965 |
2,97,000 |
1 |
0.53 |
2,97,000 |
5.40 |
2,97,000 |
1:1 |
2,97,000 |
3,14,765 |
1 |
0.53 |
3,14,765 |
5.72 |
3,14,765 |
1:1 |
3,14,765 |
3,37,150 |
1 |
0.53 |
3,37,150 |
6.13 |
3,37,150 |
1:1 |
3,37,150 |
3,70,370 |
1 |
0.53 |
3,70,370 |
6.73 |
3,70,370 |
1:1 |
3,70,370 |
5,55,500 |
1 |
0.53 |
5,55,500 |
10.10 |
5,55,500 |
1:1 |
5,55,500 |
9,25,650 |
2 |
1.05 |
18,51,300 |
33.65 |
9,25,650 |
1:1 |
18,51,300 |
Total |
190 |
100.00 |
55,00,990 |
100.00 |
|
|
55,00,990 |
4) |
Allotment to
QIBs (after technical rejections) |
The Basis of Allotment to the QIBs, who have bid at the Offer Price of
Rs. 270 per Equity Share, was finalized in consultation with the BSE. The category has
been subscribed to the extent of 1.25 times. As per the SEBI Regulations. Mutual Funds
were allocated 5% of the Equity Shares of QIB portion available (including unsubscribed
portion of Retail category) and balance portion to other QIBs. The unsubscribed portion in
the Mutual Fund reservation will be available for allocation to QIBs on a proportionate
basis. There was no application from any Mutual Fund in the IPO. The total number of
Equity Shares Allotted in this category is 41,89,750 Equity Shares to 7 successful
applicants (including spilled over of 29,09,750 Equity Shares from Retail Category).
Category |
Fls/BANKS |
MF'S |
FPI |
AIF |
Fll |
OTHERS |
Total |
QIB |
- |
- |
6 |
1 |
- |
- |
7 |
The Board of Directors of our Company at its meeting held on December
20, 2022 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 will be dispatched to
the address of the investors as registered with the depositories. Further, instructions to
the SCSBs have been issued/ mailed for unblocking of funds and transfer to the Public
Offer Account on December 21, 2022 and the payments to non-syndicate brokers have been
issued on December 21, 2022. 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 December 21, 2022 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 BSE and NSE
on December 21, 2022. Our Company is taking steps to get the Equity Shares admitted for
trading on the BSE and NSE within 6 working days of the closure of the Offer and trading
is expected to commence on December 23, 2022.
Note: All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Prospectus dated December 17, 2022 filed with
the Registrar of Companies, Mumbai ("RoC").
The details of the allotment made has been hosted on the
website of the Registrar to the Offer, Bigshare Services Private Limited at Website: www.bigshareonline.com
All future correspondence in this regard may kindly be addressed to the
Registrar to the Offer quoting full name of the First/ Sole Bidder Serial number of the
ASBA form, number of Equity Shares bid for, Bidder DP ID, Client ID, PAN, date of
submission of the Bid cum Application Form, address of the Bidder, the name and address of
the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder
and copy of the Acknowledgment Slip received from the Designated Intermediary and payment
details at the address given below:
|
BIGSHARE
SERVICES PRIVATE LIMITED |
Office
No. S6-2,6th Floor, Pinnacle Business Park, Mahakali Caves Road, Next to Ahura Centre,
Andheri (East), Mumbai, Maharashtra - 400 093 |
Tel.
No.: +91-22 - 6263 8200 |
Email:
ipo@bigshareonline.com | Website: www.bigshareonline.com |
Contact
Person: Mr. Babu Raphael | SEBI Registration No.: INR000001385 |
|
For Abans Holdings
Limited |
|
Sd/- |
|
Abhlshek Bansal |
Place: Mumbai |
Managing Director |
Date: December 22, 2022 |
DIN: 01445730 |
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 ABANS
HOLDINGS LIMITED.
ABANS HOLDINGS LIMITED has filed a Prospectus dated December 17,
2022 with the Registrar of Companies, Mumbai ("RoC") and thereafter with SEBI
and the Stock Exchanges. The Prospectus shall be available on the website of the SEBI at www.sebi.gov.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
and the websites of the book running lead manager to the Offer, Aryaman Financial Services
Limited at www.afsl.co.in. Investors should note that
investment in equity shares involves a high degree of risk and for details relating to
such risks, see the Risk Factors on page 23 of the Prospectus. Potential investors should
not rely on the DRHP filed with SEBI for any investment decision.
The Equity Shares have not been and will not be registered under the
U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities
laws in the United States, and unless so registered, and 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 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 laws
of each jurisdictions where such offers and sales are made. There will be no public
offering of the Equity Shares in the United States.