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Our Company was incorporated as Vamri Beverages Limited on June 16,1995 as a public
limited company under the Companies Act, 1956, with, the Registrar cf Companies, NCT o f
Delhi and Haryana ('ROC'). Our Company obtained a certificate for commencement
of business on July 4,1995- For further details of change in registered office of our
Company, see 'History and Certain Corporate Matters'on page 166 of
the 'Prospectus' dated Novembers. 2016.
Registered Office: F-2/7. Okhla Industrial Area, Phase I, New Delhi 110020: Tel:+91
1141706720: C orporate Office: Plot No. 31, Institutional Area, Sector - 44, Gurgaon 122
002: Te-J: +91124 4643100. Fax: +91 124 4643303, Contact Person: Mahavir Prasad Garg,
Company Secretary and Compliance Officer; Tel: +9l 124 4643100: Fax +911244643303.;
E-mail: complianceofficer@rjcorp.in; Websits: www.varunpepsi.com;
Corporate Identity Nurnber; U74899DL1995PLC069839.
OUR PROMOTERS: RJ CORP LIMITED, RAVI KANT JAIPURIA, VARUN
JAIPURIA AND RAVI KANT JAIPURIA & SONS (HUF)
The Equity Shares are proposed to be listed on the BSE Limited ('BSE') and the National
Stock Exchange of India Limited ('NSE') and the tradingin Equity Shares will commence
on November 08,2016.
PUBLIC OFFER OF 25,000,000 EQUITY SHARES OF FACE VALUE OF RS 10 EACH ('EQUITY
SHARES') OF VARUN BEVERAGES LIMITED ('OUR COMPANY' OR THE
'ISSUER') FOR CASH AT A PRICE OF RS 445 PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF RS 435 PER EQUITY SHARE) AGGREGATING RS 11,125 MILLION (THE 'OFFER')
CONSISTING OF A FRESH ISSUE OF 15,000,000 EQUITY SHARES AGGREGATING RS 6,675 MILLION (THE
'FRESH ISSUE') AND AN OFFER FOR SALE OF 5,000,000 EQUITY SHARES BY VARUN
JAIPURIA (PROMOTER) AGGREGATING RS 2,225 MILLION AND 5,000,000 EQUITY SHARES BY RAVI KANT
JAIPURIA & SONS (HUF) (PROMOTER) AGGREGATING RS 2,225 MILLION ('OFFER FOR
SALE', AND VARUN JAIPURIA AND RAVI KANT JAIPURIA & SONS (HUF) COLLECTIVELY, 'THE
SELLING SHAREHOLDERS'). THE OFFER COMPRISED A NET OFFER TO THE PUBLIC OF 24,500,000
EQUITY SHARES (THE 'NET OFFER') AND A RESERVATION OF 500,000 EQUITY SHARES
AGGREGATING RS 222.50 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES, NOT EXCEEDING 5% OF
OUR POST OFFER PAID UP EQUITY SHARE CAPITAL (THE 'RESERVATION PORTION'). THE
OFFER CONSTITUTES 13.74% OF OUR POST OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET OFFER
CONSTITUTES 13.47 % OF OUR POST OFFER PAl D-UP EQUITY SHARE CAPITAL.
Offer Price: Rs 445 per Equity
Share of face value of Rs 10 each | Anchor Investor Offer Price: Rs 445 per Equity Share |
The Offer Price is 44.5 times of the face value |
Risks to Investors |
I. The four Merchant Bankers associated with the Offer have
handled thirty public issues in the past three years, out of which nine issues closed
below the issue price on listing date.
II. There are no listed peers engaged in the Issuer's line of business.III.
The operations of the Company are seasonal in nature. The diluted EPS (Post Conversion)
of the Company for FY15 and half year ended FY16 is Rs 5.27 and Rs 12.61 (not annualised),
respectively,as per the restated consolidated financials. The Price/Earnings ratio based
on diluted EPS |
on restated consolidated basis for FY15 and for half year ended FY16
for the Issuer at the upper end of the Price band is as high as 84.44 and 35,29
respectively, as compared to the NIFTY 50 index Price/Earnings ratio of 23 (as on October
17,2016). IV. Average cost of acquisition of Equity Shares for
Promoters/Selling Shareholders is in the range of Rs 5.66 to Rs 43.32 per Equity Share
whereas the Offer Price for the public is much higher at Rs 445 (Upper end of the Price
Band).
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BID/OFFER PERIOD BID/OFFER OPENED ON OCTOBER 26,
2016* I BID/OFFER CLOSED ON OCTOBER 28, 2016
*The Anchor Investor Offer Period was one Working Day prior to
the Bid/Offer Opening Date i.e October 25.2016 Tuesday,
BASIS OF ALLOTMENT
In terms of Rule 19(2)(b)(iii) of the Securities Contacts (Regulation) Rules, 1957, as
amended ('SCRR'), this is an Offer for at least 10% of the
post-Offer paid-up Equity Share capital of our Company, in accordance with Regulation
26(1) of the Securities and Exchange Board of India (issue of Capital and Disclosure
Requirements) Regulations, 2009. as amended (the 'SEBI ICDR. Regulation'),
the Offer is made through the Book Building Process wherein not more than 50% of the Net
Offer was be available for allocation on a proportionate basis to Qualified Institutional
Buyers ('QlBs') (the 'QIB Portion'),
of which our Cumpany, in Consultation with the Selling Shareholders, ths GCBRLMs and the
BRLM, has allocated up to 60% of the QIB Portion to Anchor Inrvestors on a
discretionary basis. One-third of the Anchor Investor Portion was reserved for domestie
Mulual Funds, subject to valid Bids being received frorn domestic Mutual Funds at or above
the Anchor Investor Allocation Price, 5% cf the QIB Portion (excluding the Anchor Investor
Portion) was available for allocation on a proportionate basis to Mulual Funds only, and
the remainder of the QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Offer Price. Further, not less than 15% of the
Net Offer was available for allocation on a proportionate basis 10 Non-institutional
Bidders and not less than 35% of the Net Offer was. available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. All potential Bidders, other than Anchor
Investors, were required to mandatorily participate in the Offer through an Application
Supported by Blocked Amount ('ASBA') process by providing
details of their respective bank account which were blocked by the Self Certified
Syndicate Banks ('SCSBs').Anchor Investors are not permitted to
participate in the Anchor Investor Portion through ASBA process For details, please fee
'Offer procedure' on page 501 of the Prospectus.
The offer received 1.47.486 Applications for 3.96.14.619 Equity Shares (before
technical rejections) resulting in subscription of 1.58 times (including Anchor Portion)
and 1.81 times (excluding Anchor Portion). The details of the Applications received in the
Offer from Retail Individual Bidders, Non-lnstitutional Bidders, Qualified Institutional
Bidders ('QIBs') (excluding Anchor Investors), Anchor Investors and Eligible
Employees are as undeer (before technical rejections):
| SI. No. |
Category |
No, of
Applications |
No. of
Equity Shares |
No. of times
Subscribed |
Amount (Rs) |
Shares
Reserved |
| 1 |
Retail Individual Bidders |
1.47,207 |
64,49,718 |
0.75 |
2,86,79,01.692.00 |
8575000 |
| 2 |
Non Institutional Bidders |
117 |
12,48,654 |
0.34 |
55,56,41,295.00 |
3675000 |
| 3 |
Qualified Institutional Bidders (Excluding Anchors) |
35 |
2,41,84,941 |
4,.93570 |
10,76,22.98.745.00 |
4900000 |
| 4 |
Employee |
109 |
25,080 |
0.05 |
1,11,58.620.00 |
500000 |
| 5 |
Anchor Investors |
18 |
77,06,226 |
1.05 |
3,42,92.70,570.00 |
7350000 |
| Total |
|
1,47,486 |
3,96.14,619 |
1.58 |
I7,62,62,70,922.00 |
25000000 |
Final Demand
A summary of the final demand as per the BSE and the NSE at different bid prices is as
under:
| SI. No |
Bid Price (Rs) |
Bids Quantity |
(%) To Tolal |
Cumulative Total |
% Cumulative Total |
| 1 |
440 |
34,650 |
0.10 |
34,650 |
0.11 |
| 2 |
441 |
2,112 |
0.01 |
36,762 |
0.11 |
| 3 |
442 |
8,316 |
0.03 |
45.078 |
0.14 |
| 4 |
443 |
7,326 |
0.02 |
52,404 |
0.16 |
| 5 |
444 |
4,422 |
0.01 |
56.826 |
0.17 |
| 6 |
445 |
2,66,25,390 |
81.11 |
2,66,82,216 |
81.28 |
| 7 |
CUT OFF |
61,43,577 |
18.72 |
3,28,25,793 |
100.00 |
|
TOTAL |
3,28,25,793 |
100.00 |
|
|
The Basis of Allotment was finalized in consultation with the
Designated Stock Exchange, being National Stock Exchange of India Limited; (NSE) on
November 3.2016.
A. Allocation to Retail Individual Bidders (After Technical Rejections)
The Basis of Allotment to the Retail Individual Biddars, who have bid at cut-off or at the
Offer Price of Rs 445 par Equity Share, was finalized in consultation with NSE. This
category has been subscribed to the extent of 0.7229 times after technical rejection. The
total number of Equity Shares Allotted in Retail Individual Bidders category is 6.139,038
Equity Shares to 144,723 successful Applicant. The Category-wise details 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
applicant |
Ratio |
Total No, of
Equity Shares
allotted |
| 33 |
1,31,775 |
91 |
43,48,575 |
68.82 |
33 |
1:1 |
43.48.575 |
| 66 |
5,462 |
4 |
3,60,492 |
5.70 |
66 |
1:1 |
3,60,492 |
| 99 |
2,492 |
2 |
2.46.708 |
3.90 |
99 |
1:1 |
2,46.708 |
| 132 |
978 |
1 |
1,29.096 |
2.04 |
132 |
1:1 |
1.29,096 |
| 165 |
658 |
0 |
1,08,570 |
1.72 |
165 |
1:1 |
1.08.570 |
| 198 |
636 |
0 |
1,25,928 |
1.99 |
198 |
1:1 |
1,25,928 |
| 231 |
482 |
0 |
1,11,342 |
1.76 |
231 |
1:1 |
1,11,342 |
| 264 |
162 |
0 |
42,768 |
0.68 |
264 |
1:1 |
42.768 |
| 297 |
75 |
0 |
22,275 |
0.35 |
297 |
1:1 |
22.275 |
| 330 |
296 |
0 |
97,680 |
1.55 |
330 |
1:1 |
97.680 |
| 363 |
53 |
0 |
19,239 |
0.30 |
363 |
1:1 |
19,239 |
| 396 |
97 |
0 |
38,412 |
0.61 |
396 |
1:1 |
38,412 |
| 429 |
1,557 |
1 |
6,67,953 |
10.57 |
429 |
1:1 |
6.67,953 |
| TOTAL |
1,44,723 |
100 |
63,19,038 |
100.00 |
|
|
63.19.038 |
The under subscribed portion of 2,255,962 Equity Shares in Retail
Individual Bidders category has been spilled over to QIB.
B. Allocation to Non Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non -lnstitutional Bidders.who have bid at the offer Price
of Rs 445 per Equity Share or above, was finalized in consultation with NSE. This
category has been subscribed to the extent of 0.3320 times after technical rejection. The
total number of Equity Shares allotted in this category is 1.243.935 Equity Shares to 111
successful applicants.The category-wise details 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 applicant |
Ratio |
Total No. of
Equity Shares
allotted |
| 462 |
15 |
13.51 |
6.930 |
0.56 |
462 |
1:1 |
6,930 |
| 495 |
4 |
3.60 |
1,980 |
0.16 |
495 |
1:1 |
1,980 |
| 528 |
1 |
0.90 |
528 |
0.04 |
528 |
1:1 |
528 |
| 561 |
1 |
0.90 |
561 |
0.05 |
561 |
1:1 |
561 |
| 594 |
2 |
1.80 |
1,188 |
0.10 |
594 |
1:1 |
1,188 |
| 660 |
10 |
9.01 |
6.600 |
0.53 |
660 |
1:1 |
6.600 |
| 693 |
2 |
1.80 |
1.386 |
0.11 |
693 |
1:1 |
1,386 |
| 759 |
1 |
0.90 |
759 |
0.06 |
759 |
1:1 |
759 |
| 792 |
1 |
0.90 |
792 |
0.06 |
792 |
1:1 |
792 |
| 990 |
7 |
6.31 |
6,930 |
0.56 |
990 |
1:1 |
6,930 |
| 1.023 |
2 |
1.80 |
2.046 |
0.16 |
1.023 |
1:1 |
2.046 |
| 1.122 |
7 |
6.31 |
7.854 |
0.63 |
1,122 |
1:1 |
7,854 |
| 1,155 |
1 |
0.90 |
1,155 |
0.09 |
1,155 |
1:1 |
1,155 |
| 1.551 |
2 |
1 80 |
3.102 |
0.25 |
1,551 |
1:1 |
3.102 |
| 1,650 |
3 |
2.70 |
4,950 |
0.40 |
1,650 |
1:1 |
4,950 |
| 1.782 |
1 |
0.90 |
1.782 |
0.14 |
1.782 |
1:1 |
1.782 |
| 1.980 |
1 |
0.90 |
1.980 |
0.16 |
1,980 |
1:1 |
1,980 |
| 2.079 |
1 |
0.90 |
2,079 |
0.17 |
2,079 |
1:1 |
2,079 |
| 2.211 |
3 |
2.70 |
6.633 |
0.53 |
2,211 |
1:1 |
6,633 |
| 2,244 |
7 |
6.31 |
15,708 |
1.26 |
2,244 |
1:1 |
15,708 |
| 2.442 |
1 |
0.90 |
2.442 |
0.20 |
2.442 |
1:1 |
2.442 |
| 2,475 |
1 |
0 90 |
2,475 |
0.20 |
2,475 |
1:1 |
2,475 |
| 3.300 |
1 |
0.90 |
3.300 |
0.27 |
3,300 |
1:1 |
3.300 |
| 3.366 |
1 |
0.90 |
3,366 |
0.27 |
3,366 |
1:1 |
3,366 |
| 3.399 |
1 |
0.90 |
3,399 |
0.27 |
3,399 |
1:1 |
3,399 |
| 3.597 |
1 |
0.90 |
3,597 |
0.29 |
3,597 |
1:1 |
3.597 |
| 3.630 |
1 |
0.90 |
3,630 |
0.29 |
3,630 |
1:1 |
3,630 |
| 4.488 |
7 |
6.31 |
31,416 |
0.53 |
4,488 |
1:1 |
31,416 |
| 5.610 |
4 |
3.60 |
22,440 |
1.80 |
5,610 |
1:1 |
22,440 |
| Category |
No. of
Applications
Received |
% of
Total |
Total No. of
Equity Shares
applied |
% of
Total |
No. of
Equity Shares
allotted per applicant |
Ratio |
Total No. of
Equity Shares
allotted |
| 6,600 |
2 |
1.80 |
13,200 |
1.06 |
6:600 |
1:1 |
13.200 |
| 5,732 |
2 |
1.80 |
13.464 |
1.08 |
6.732 |
1:1 |
13,464 |
| 7.491 |
1 |
0.90 |
7,491 |
0.60 |
7.491 |
1:1 |
7.491 |
| 8,514 |
1 |
0.90 |
8.514 |
0.68 |
8.514 |
1:1 |
8,514 |
| 8.976 |
2 |
1.80 |
17.952 |
1.44 |
8.976 |
1:1 |
17.952 |
| 11,220 |
3 |
2.70 |
33,660 |
2.71 |
11.220 |
1:1 |
33,660 |
| 11,253 |
1 |
0.90 |
11,253 |
0.90 |
11.253 |
1:1 |
11.253 |
| 19,998 |
1 |
0.90 |
19,998 |
1.61 |
19,998 |
1:1 |
19,998 |
| 22.440 |
2 |
1.80 |
44.880 |
3.61 |
22.440 |
1:1 |
44.880 |
| 22,506 |
1 |
0.90 |
22,506 |
1.81 |
22,506 |
1:1 |
22,506 |
| 23.001 |
1 |
0.90 |
23.001 |
1.85 |
23.001 |
1:1 |
23.001 |
| 28,050 |
1 |
0.90 |
28,050 |
2.25 |
28,050 |
1:1 |
28,050 |
| 39.996 |
1 |
0.90 |
39.996 |
3.22 |
39.996 |
1:1 |
39.996 |
| 2,24,697 |
1 |
0.90 |
2.24.697 |
18.06 |
2.24.697 |
1:1 |
2,24.697 |
| 5.84.265 |
1 |
0.90 |
5.84.265 |
46.97 |
5.84.265 |
1:1 |
5,84.265 |
| TOTAL |
111 |
100.00 |
12,43,935 |
100.00 |
|
|
12,43,935 |
The under subscribed portion of 2,431,065 Equity Shares in Non-Institutional Bidders
category has been spilled over to QIB.
C. Allotment to Employee (After Technical Rejections)
The Basis of Allotment to the Employee Bidders, who have bid at.the other Price of
Rs 445 per Equity Share or above, was finalized in consultation with
the NSE. This category has been subscribed to the extent of 0.0483 times. The tatal number
of Equity Shares Allotted in this category is 24.156 Equity Shares to 96 successful
applicants. The category-wise details of the Basis of Allotment are as ander:
| Category |
No. of
Applicalions
Received |
% to
Tota |
Total No. of
Equity Shares
applied |
% to
Total |
No. of
Equity Shares
allotted per applicant |
Ratio |
Total No. of
Equity Shares
allotted |
| 33 |
19 |
19.79 |
627 |
2.60 |
33 |
1:1 |
627 |
| 66 |
4 |
4.17 |
264 |
1.09 |
66 |
1:1 |
264 |
| 99 |
13 |
13.54 |
1.287 |
5.33 |
99 |
1:1 |
1,287 |
| 132 |
4 |
4.17 |
528 |
2.19 |
132 |
1:1 |
528 |
| 165 |
1 |
1.04 |
165 |
0.68 |
165 |
1:1 |
165 |
| 198 |
3 |
3.13 |
594 |
2.46 |
198 |
1:1 |
594 |
| 231 |
6 |
6.25 |
1,386 |
5.74 |
231 |
1:1 |
1,386 |
| 264 |
1 |
1.04 |
264 |
1.09 |
264 |
1:1 |
264 |
| 330 |
2 |
2.08 |
660 |
2.73 |
330 |
1:1 |
660 |
| 363 |
1 |
1.04 |
363 |
1.50 |
363 |
1:1 |
363 |
| 429 |
42 |
43.75 |
18,018 |
74.59 |
429 |
1:1 |
18,018 |
| TOTAL |
96 |
100.00 |
24,156 |
100.00 |
|
|
24,156 |
The under subscribed portion of 475,844 Equity Shares in Employee
category has been spilled over to QIB.
D. Allocation to QIBs (excluding Anchor Investors)
Allotment to QIBs. who have bid at the Offer Price of Rs 445 per Equity Share or
above. has been done on a proportionate basis in consultation with the NSE. This category
has been subscribed to the extent of 4.6843 times. As per the SEBI ICDR Regulations,
Mutual Funds were allotted 5% of the Equity Shares of Net QlB portion available i e.
503,144 Equity Shares: (including under subscribed portion of 258,144 Equity
Shares spilled over from Employee category. Non institutional Category and Retail
Category) and other QIBs (including Mutual Funds) were allotted the remaining available
Equity Shares i.e. 9.559.727 Equity Shares (including under subscribed portion of
4.904.727 Equity Shares from Employee category. Non Institutional Category and Retail
Category) on a proportionate basis. The total number of Equity Shares allotted in the QIB
category is 10,062,871 Equity Shares., which ware allotted to 35 successful Applicants.
| Category |
FIs/Banke |
MFs |
Flls |
Total Equity Shares |
| QIB |
2.35.839 |
14.38.392 |
83,88.640 |
1,00.62.871 |
E. Allocation to Anchor Investors
The Company has allotted 7.350.000 Equity Shares to 14 Anchor Investors, in consultation
with the selling shareholders, GCBRLMs and the BRLM. In accordance with the SEBI ICDR
Regulations, this represent 60% of the QIB Portion.
| Category |
Total Equity Shares |
| Anchor |
73 50,000 |
The Share Allotment Committee of the Board of our Company at its
meeting held on November 4.2016 has taken on record the Basis of Allotment of Equity
Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity
Shares to various successful applicants.
The Allotment Advice cum Refund intimation shall be dispatched to the address of the
investors as registered with the depositories on or before November 7,2016. Further,
instructions to the SCSBs have been dispatched/mailed on November 3. 2016 for unblocking
and transfer of funds The Refund Advices have been over-printed with the bank account
detail as registered, if any, with the depositories. In case the same is not received
within ten days, investors may contact the Registrar to the Offer, Karvy Computershare
Private Limited, at the address given below. The Equity Shares allotted to the successful
allottees have been uploaded on November 4, 2016, for credit into the respective
beneficiary accounts subject to validation of the account details with the depositories
concemed. Our Company is taking steps for completion of the necessary formalities to get
the Equity Shares admitted for listing and trading on BSE and NSE within six Working Days
from the Bid/Offer Closing Date. The Company has filed the listing applications with NSE
and BSE on November 4,20l6.
INVESTORS PLEASE NOTE
The details of the Basis of Allotment made shall be hosted on the website of the Registrar
to the Offer. Karvy Computershare Private Limited at
www.karisma.karvy.com
All future correspondence in this regard may kindly be addressed to the Registrars the
Offer quoting full name of the first/sole applicant, serial number of the Bid-Cum
Application Form, number of Equity Shares bid for, name of the member of the Syndicate and
place where the Bid-Cum Application Form was submitted and payment details at the address
given below:
Karvy Computershare Private Limited
Karvy Selenium Tower B. Plot 31 and 32, Gachibowli. Financial District
Nanakramguda. Hyderabad 500 032.
Tel: +91 40 67162222, Fax: +91 40 2343 1551, Email:einward.ris@karvy.com
Investor Grievance e-mail: varun-beverages.ipo@karvy.com
Website: www.karisma.karvy.com
Contact Person: M Murali Krishna, SEBI Registration No. INR000000221
Place: New Delhi
Date: November 05,2016 |
For VARUN BEVERAGES LIMITED
On behalf of the Board of Doctors
Sd/-
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 ON VARUN BEVERAGES
LIMITED. |
Zerodha (Trading Account)
RHP
