JUBILANT
FOODWORKS LIMITED
(Our Company was originally incorporated in New Delhi on March 16,1995
as a private limited company under the name 'Domino's Pizza India Private Limited'. For
details of the change in name of our Company and registered office, see "History
and Certain Corporate Matters" on page 84 of the Prospectus)
Registered Office: Chamber No. 1517,15th Floor, Devika Towers, 6, Nehru
Place, New Delhi 110 019, India.
Tel: +(91 11) 3082 3208 Fax: +(91 11) 3082 3208
Corporate Office: B-214, Phase II, Dist. Gautam Budh Nagar, Noida 201 305, Uttar
Pradesh, India.
Tel: +(91 120) 4090 500 Fax: +(91 120) 4090 599
Contact Person and Compliance Officer: Mr. Ravi S. Gupta, Senior Vice-President,
Finance and Company Secretary Tel: +(91 120) 4090 509 Fax: +(91
12014090 599. Email: investor@dominosin.com
Website: www.dominos.co.in
BASIS OF ALLOCATION
PUBLIC OFFER OF 22,670,447* EQUITY SHARES OF RS. 10 EACH (THE "EQUITY
SHARES") FOR CASH AT A PRICE OF RS. 145 PER EQUITY SHARE OF JUBILANT FOODWORKS
LIMITED ("JUBILANT FOODWORKS", "OUR COMPANY" OR 'THE ISSUER")
AGGREGATING RS. 32,872.15 LACS (THE "OFFER"). THE OFFER COMPRISES A FRESH ISSUE
OF 4,000,000 EQUITY SHARES BY THE ISSUER (THE "FRESH ISSUE") AND AN OFFER FOR
SALE OF 18,670,447 EQUITY SHARES BY THE INDIA PRIVATE EQUITY FUND (MAURITIUS) AND INDOCEAN
PIZZA HOLDING LIMITED (THE "SELLING SHAREHOLDERS") (THE "OFFER FOR
SALE"). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF 20,403,403 EQUITY SHARES
(THE "NET OFFER") AND A RESERVATION OF 2,267,044 EQUITY SHARES FOR SUBSCRIPTION
BY ELIGIBLE EMPLOYEES (AS DEFINED IN THE PROSPECTUS) (THE "EMPLOYEE RESERVATION
PORTION"), AT THE OFFER PRICE. THE OFFER SHALL CONSTITUTE 35.63% OF THE POST-OFFER
SHARE CAPITAL OF OUR COMPANY. THE NET OFFER SHALL CONSTITUTE 32.07% OF THE POST-OFFER
SHARE CAPITAL OF OUR COMPANY.
*Due to rounding off, five(5) additional Equity Shares have been Allotted to Retail
Individual Bidders as approved by the Board of Directors of the Company in their meeting
held on February 1,2010.
THE FACE VALUE PER EQUITY SHARE IS RS.10/-. THE ISSUE PRICE PER EQUITY SHARE IS RS.
145/- AND IT IS 14.5 TIMES THE FACE VALUE. THE ANCHOR INVESTOR ISSUE PRICE IS RS. 145/-
PER EQUITY SHARE.
The Offer is being made through the 100% Book Building Process wherein at least 50% of
the Net Offer will be available for allocation on a proportionate basis to Qualified
Institutional Buyers ("QIBs-) ("QIB Portion"). Provided
that our Company may allocate up to 30% of the QIB Portion, to Anchor Investors, on a
discretionary basis ("Anchor Investor Portion"). For details, see "Offer
Procedure" on page 206 of the Prospectus. Further 5% of the QIB Portion
(excluding Anchor Investor Portion) shall be available for allocation on a proportionate
basis to Mutual Funds only. The remainder shall be available for allocation on a
proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from
them at or above the Offer Price. If at least 50% of the Net Offer cannot be allocated to
QIBs, then the entire application money will be refunded forthwith. Further, not less than
15% of the Net Offer will be available for allocation on a proportionate basis to
Non-Institutional Bidders and not less than 35% of the Net Offer will be available for
allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids
being received at or above the Offer Price. Further, 2,267,044 Equity Shares shall be made
available for allocation on a proportionate basis to the Eligible Employees, subject to
valid Bids being received at or above the Offer Price.
The Company has allocated 3,060,510 Equity Shares of the QIB Portion to Anchor
Investors on a discretionary basis at Rs.145 in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(the "SEBI Regulations").
The Offer received 57,750 applications for 618,074,840 Equity Shares
resulting in 27.26 times subscription. The details of the applications received in the
Offer from Qualified Institutional Buyers, Non-Institutional, Retail Individual Investor
and Employee categories are as under: (Before technical rejections)
Category |
No. of Applications |
No. of Shares |
No. of times
Subscription |
Qualified Institutional Buyers |
150 |
423,510,000 |
59.31 |
Non Institutional Investors |
172 |
157,344,160 |
51.41 |
Retail Individual Investors |
57,349 |
26,394,480 |
3.70 |
Employees |
62 |
30,400 |
0.01 |
Anchor Investors |
17 |
10,795,800 |
3.53 |
Total |
57,750 |
618,074,840 |
27.26 |
Total 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:
Bid Price |
No. of
Shares |
% to
Total |
Cumulative
Total |
Cumulative
% to total |
135 |
2,917,800 |
0.47 |
615,677,240 |
100.00 |
136 |
190,240 |
0.03 |
612,759,440 |
99.53 |
137 |
4,320 |
0.00 |
612,569,200 |
99.50 |
138 |
10,520 |
0.00 |
612,564,880 |
99.49 |
139 |
18,680 |
0.00 |
612,554,360 |
99.49 |
140 |
2,758,760 |
0.45 |
612,535,680 |
99.49 |
141 |
1,120 |
0.00 |
609,776,920 |
99.04 |
142 |
19,160 |
0.00 |
609,775,800 |
99.04 |
143 |
560 |
0.00 |
609,756,640 |
99.04 |
144 |
200 |
0.00 |
609,756,080 |
99.04 |
145 |
609,755,880 |
99.04 |
609,755,880 |
99.04 |
The Basis of Allocation was finalized in consultation with the Designated Stock
Exchange, being the Bombay Stock Exchange Limited ("BSE") on January 29,2010.
A. Allocation to Eligible Employees (After Technical Rejections)
The Basis of Allocation to the Employees, who have bid at cut-off or at the Issue
Price of Rs.145/- per Equity Snare, was finalized in consultation with BSE. The
category was under-subscribed 0.008 times. As per the Red Herring Prospectus, the spill
over portion to the extent of 2,248,364 equity shares has been added to the QIB
(1,124,182), Non Institutional Investors (3,37,255) & Retail (786,927) category. The
total number of shares allotted in this category is 18,680 Equity Shares to 40 successful
applicants. The cateqory-wisedetailsoftheBasisofAllocation are as under:
Category |
No. of
Applns. |
% to
total |
Total No.
of Shares
applied |
% to
total |
No. of
Shares
allocated |
Ratio |
Total No.
of shares
allocated |
40 |
2 |
5.00 |
80 |
0.43 |
40 |
1:1 |
80 |
80 |
4 |
10.00 |
320 |
1.71 |
80 |
1:1 |
320 |
120 |
1 |
2.50 |
120 |
0.64 |
120 |
1:1 |
120 |
200 |
5 |
12.50 |
1,000 |
5.35 |
200 |
1:1 |
1,000 |
280 |
1 |
2.50 |
280 |
1.50 |
280 |
1:1 |
280 |
320 |
2 |
5.00 |
640 |
3.43 |
320 |
1:1 |
640 |
400 |
2 |
5.00 |
800 |
4.28 |
400 |
1:1 |
800 |
520 |
1 |
2.50 |
520 |
2.78 |
520 |
1:1 |
520 |
640 |
1 |
2.50 |
640 |
3.43 |
640 |
1:1 |
640 |
680 |
21 |
52.50 |
14,280 |
76.45 |
680 |
1:1 |
14,280 |
Total |
40 |
100.00 |
18,680 |
100.00 |
|
|
18,680 |
B. Allocation to Retail Individual Investors (After Technical Rejections)
(Includes ASBAapplications)
The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off or at
the Issue Price of Rs. 145/- per Equity Share, was finalized in consultation with BSE. The
category was subscribed 3.31 times 6,897 applications for 2,455,440
Equity Share were made under the ASBA process. As per the Red Herring Prospectus, the
spill over portion from Employee Category to the extent of 786,927 equity
shares. The total number of shares allotted in this category is 7,928,123
Equity Shares to 50,051 successful applicants. The cateqory-wise details
of the Basis of Allocation are as under
Category |
No. of
Applns. |
% to
total |
Total No.
of Shares
applied |
% to
total |
No. of
Shares
allocated |
Ratio |
Total No.
of Shares
allocated |
40 |
7,672 |
13.52 |
306,880 |
1.17 |
40 |
1:3 |
102,280 |
80 |
3,828 |
6.75 |
306,240 |
1.17 |
40 |
11:17 |
99,080 |
120 |
2,475 |
4.36 |
297,000 |
1.13 |
40 |
10:11 |
90,080 |
160 |
1,559 |
2.75 |
249,440 |
0.95 |
48 |
1:1 |
74,832 |
200 |
2,083 |
3.67 |
416,600 |
1.59 |
60 |
1:1 |
124,980 |
240 |
638 |
1.12 |
153,120 |
0.58 |
73 |
1:1 |
46,574 |
280 |
633 |
1.12 |
177,240 |
0.68 |
85 |
1:1 |
53,805 |
320 |
2,037 |
3.59 |
651,840 |
2.48 |
97 |
1:1 |
197,589 |
360 |
739 |
1.30 |
266,040 |
1.01 |
109 |
1:1 |
80,551 |
400 |
1,015 |
1.79 |
406,000 |
1.55 |
121 |
1:1 |
122,815 |
440 |
144 |
0.25 |
63,360 |
0.24 |
133 |
1:1 |
19,152 |
480 |
238 |
0.42 |
114,240 |
0.44 |
145 |
1:1 |
34,510 |
520 |
185 |
0.33 |
96,200 |
0.37 |
157 |
1:1 |
29,045 |
560 |
106 |
0.19 |
59,360 |
0.23 |
169 |
1:1 |
17,914 |
600 |
283 |
0.50 |
169,800 |
0.65 |
181 |
1:1 |
51,223 |
640 |
236 |
0.42 |
151,040 |
0.58 |
193 |
1:1 |
45,548 |
680 |
32.869 |
57.93 |
22,350,920 |
85.19 |
205 |
1:1 |
6,738,145 |
Total |
56,740 |
100.00 |
26,235,320 |
100.00 |
|
|
7,928,123 |
C. Allocation to Non Institutional Investors (After Technical Rejections) (Includes
ASBA applications)
The Basis of Allocation to the Non Institutional Investors, who have bid at cut-off or
at the Issue Price of Rs. 145/- per Equity Share, was finalized in consultation with BSE.
The category was under subscribed 46.31 times. As per the Red Herring Prospectus,
the spill over portion from Employee Category to the extent of 337,255 equity
shares The total number of shares allotted in this category is 3,397,765 Equity
Shares to 163 successful applicants. The category-wise details of the Basis of
Allocation are (Sample) under
Category |
No. of
Applns. |
% to
total |
Total No.
of Shares
applied |
% to
total |
No. of
Shares
allocated |
Ratio |
Total No.
of Shares
allocated |
720 |
3 |
1.79 |
2,160 |
0.00 |
40 |
1:3 |
40 |
840 |
1 |
0.60 |
840 |
0.00 |
40 |
1:1 |
40 |
1000 |
5 |
2.98 |
5,000 |
0.00 |
40 |
2:5 |
80 |
6800 |
1 |
0.60 |
6,800 |
0.00 |
147 |
1:1 |
147 |
6840 |
1 |
0.60 |
6,840 |
0.00 |
148 |
1:1 |
148 |
33760 |
1 |
0.60 |
33,760 |
0.02 |
729 |
1:1 |
729 |
36920 |
1 |
0.60 |
36,920 |
0.02 |
797 |
1:1 |
797 |
100000 |
1 |
0.60 |
100,000 |
0.06 |
2,160 |
1:1 |
2,160 |
448240 |
1 |
0.60 |
448,240 |
0.28 |
9,680 |
1:1 |
9,680 |
3448000 |
1 |
0.60 |
3,448,000 |
2.19 |
74,460 |
1:1 |
74,460 |
3448240 |
1 |
0.60 |
3,448,240 |
2.19 |
74,465 |
1:1 |
74,465 |
4137920 |
1 |
0.60 |
4,137,920 |
2.63 |
89,359 |
1:1 |
89,359 |
6896520 |
3 |
1.79 |
20,689,560 |
13.15 |
148,929 |
1:1 |
446,787 |
10344800 |
1 |
0.60 |
10,344,800 |
6.57 |
223,393 |
1:1 |
223,393 |
12413760 |
2 |
1.19 |
24,827,520 |
15.78 |
268,071 |
1:1 |
536,142 |
Total |
168 |
100.00 |
1,573,397 |
100.00 |
|
|
3,397,765 |
D. Allocation to QIBs (After Technical Rejections)
Allocation to QIBs has been done on a proportionate basis in consultation with BSE. As per
the SEBI regulations, Mutual Funds were initially allotted 5% of the quantum of shares
available (413,269), including Spill over from Employee Category to the
extent of 56,209 Equity Shares and other QIBs and Mutual Funds were
allotted the remaining available shares (7,852,105) on proportionate
basis, including Spill over from Employee Category to the extent of 1,067,973
Equity Shares, was allotted to other QIBs on proportionate basis.
Flls |
Fls/Banks |
MFs |
INC |
Total |
4,745,048 |
1,175.596 |
2,075,020 |
269,710 |
8,265,374 |
E.Allocation to Anchor Investors
Allocation to Anchor Investors has been done on a proportionate basis in consultation with
BSE. As per the SEBI Regulations, 30% of QIB Reservation (3,060,510
Equity Shares) was allocated to Anchor Investors (3,060,510 Equity Shares).
Flls |
Fls/Banks |
MFs |
VCs |
Total |
1,937,000 |
- |
1,123,510 |
- |
3,060,510 |
The Board of Directors of the Company at its Meeting held at Noida (U.P.) on February
1,2010 has approved the basis of allocation of the Equity Shares of the Offer and has
Allotted the Equity Shares to various successful applicants.
The CAN-cum-Refund Orders and allotment advice and notices have been dispatched to the
address of the investors as registered with the depositories. In case the same is not
received within ten days, investors may contact at the address given below. The Refund
Orders have been over-printed with the Bank Mandate details as registered, if any, with
the depositories. The Equity Shares allocated to successful applicants are being credited
to their beneficiary accounts subject to validation of the account details with the
depositories concerned. The Company is taking steps to get the Equity Shares admitted for
trading on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited
within seven working days from the date of approval of the basis of allocation.
Note: All capitalized terms used and not defined herein shall have the respective meaning
assigned to them in the prospectus dated January 21,2010 ("Prospectus")
INVESTORS PLEASE NOTE
This details of the allocation made would be hosted on the website of the Registrar to the
Offer, Link Intime India Private Limited 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 of shares bid for, name of the Member of the Syndicate and Place
where the bid was submitted and payment details at the address given below:
Link Intime India Private Limited
C -13, Pannalal Silk Mills Compound,
L.B.S Marg, Bhandup (West), Mumbai 400 078 ;
Tel.: +91 22 25960320, Fax: +91 22 25960329 J
E-mail: dominos.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Mr. Chetan Shinde
Place: Noida (U.P.)
Date: February 1,2010 |
For JUBILANT FOODWORKS LIMITED
Sd/-
Mr. Ravi S. Gupta
Senior Vice-President
Finance and Company Secretary |
THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET
PRICE OF THE EQUITY SHARE ON LISTING OR THE BUSINESS PROSPECTS OF JUBILANT FOODWORKS
LIMITED.
"The Equity Shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws
in 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 outside the United States
in offshore transactions in compliance with Regulations under the U.S. Securities Act and
the applicable laws of each jurisdiction where those offers and sales occur." |