Professional Documents
Culture Documents
ANURADHA DHANDE
ROLL NO. (06)
MBA – 2 YR
DIV (A)
An initial public offering (IPO) refers to the process of offering shares of a private
corporation to the public in a new stock issuance. Public share issuance allows a company to
raise capital from public investors. The transition from a private to a public company can be
an important time for private investors to fully realize gains from their investment as it
typically includes share premiums for current private investors. Meanwhile, it also allows
public investors to participate in the offering.
A company planning an IPO will typically select an underwriter or underwriters. They will
also choose an exchange in which the shares will be issued and subsequently traded publicly.
STUDY OF IPO’S
Following are some companies with IPO value, share price and etc…
7 MSTC
(“Metal Scrap Trade
120.00 29-03-19 88.00
Corporation Limited”)
04-02-19
9 XELPMOC DESIGN 66.00 66.00
10 AAVAS FINANCIER 821.00 08-10-18 1,548.00
12 TCNS CLOTHING CO
TCNS CLOTHING CO. 716.00 30-07-18 646.00
LIMITED.
Incorporated in 2005, Affle (India) Limited is a mobile marketing firm offering a Consumer
and Enterprise Platforms. The platform is built to mitigate digital ad fraud, assisting
consumer privacy expectations and improve returns on marketing expenses by delivering
mobile ads.
The advertising agencies of business to consumer (B2C) companies uses the consumer
platform across different industries. The list of industries includes telecom, fin-tech, e-
commerce, retail, FMCG companies, and media.
Affle uses user-intent indicators based on transactional data, marketing attribution and
behavioural signals. Based on such information, the company predicts the likely interest of
the user. It keeps on updating the system based on data to improve consumer engagement and
enable consumer actions. The company runs the campaigns on data intelligence basis to drive
high volumes at an efficient price.
The company earns revenue from a cost per converted user (CPCU) basis. The conversion
can be based on the transaction (purchase a product or service) and consumer acquisition
model (acquire a new consumer). Besides, the company also earns revenue by engagement
and awareness type advertising.
Affle also provides end-to-end solutions by developing App, offering enterprise platform,
assisting offline e-commerce businesses in offline to online commerce. Microsoft has a
6.48% stake in the Singapore based Affle Holdings.
(i) Affle International, Singapore is the parent company of 13-year old Adtech company Affle
(India) Limited which is coming up with an IPO.
They are a global technology company with a proprietary consumer intelligence platform that
delivers consumer acquisitions, engagements and transactions through relevant Mobile
advertising (the “Consumer Platform”).
The “Consumer Platform” aims to enhance returns on marketing spend through delivering
contextual mobile ads and reducing digital ad fraud, while proactively addressing consumer
privacy expectations.
(ii) As of March 31, 2019, Affle Consumer Platform had approximately 2.02 billion
consumer profiles, of which approximately 571 million were in India, 582 million were in
Other Emerging Markets (which comprises Southeast Asia, the Middle East, Africa, and
others) and 867 million were in Developed Markets (which comprises North America,
Europe, Japan, Korea, and Australia).
During Fiscal 2019, the Affle Consumer Platform accumulated over 300 billion data points,
which power their prediction and recommendation algorithm.
a) They primarily earn revenue from their Consumer Platform on a cost per converted user
(“CPCU”) basis, which comprises user conversions based on consumer acquisition and
transaction models.
The transaction model is usually in the form of a targeted user submitting a lead acquisition
form or purchasing a product or service after seeing an advertisement delivered by the Affle.
b) They also earn revenue from their Consumer Platform through awareness and engagement
type advertising, which comprises cost per thousand impressions (“CPM”), cost per
view (“CPV”) and cost per click (“CPC”) models.
Their Consumer Platform business is asset-light and scalable as shown by the fact that
company’s employee benefit expenses, depreciation and amortization expenses, and other
expenses have remained relatively unchanged despite significant changes in our revenue in
the last three fiscal years.
Company Financials:
For Fiscal 2019 on a Proforma Basis, revenue from operations was ₹ 2,686.09 mn and profit after tax
was ₹ 517.90 mn
The object of the Offer for Sale is to allow Affle Holdings to sell up to 4,953,020
Equity Shares held by it.
Fresh issue up to 90 cr for the following purpose:
1. Funding the working capital requirements of our Company; and
2. General corporate purposes.
Listing In B
ISIN INE00WC01019
Our Company (as defined below) was incorporated as 'Tejus Securities Private Limited'
under the Companies Act, 1956, with a certificate of incorporation issued by the Registrar of
Companies, Maharashtra ("RoC") on August 18,1994 at Mumbai. Subsequently, the name of
our Company was charged to 'Affle (India) Private Limited' and a fresh certificate of
incorporation was issued by the RoC on September 29, 2006. Our Company was
subsequently converted to a public limited company and the name of our Company was
changed to our present name, i.e., 'Affle (India) Limited' and a fresh certificate of
incorporation consequent upon conversion was issued by the RoC on July 13, 2018. For
details of changes in the name and registered office address of our Company, see "History
and Certain Corporate Matters" on page 181 of the Prospectus dated August 1, 2019
("Prospectus").
BASIS OF ALLOTMENT
Initial public offering of 6,161,073 equity shares of face value of rs. 10 each ("equity
shares") of affle (India) limited (our "company" or the "issuer") for cash at a price of rs. 745
per equity share including a share premium of rs. 735 per equity share (the "offer price"),
aggregating to rs. 4,590 million (the "offer") comprising a fresh issue of 1,208,053 equity
shares by our company aggregating to rs. 900 million (the "fresh issue") and an offer for sale
of 4,953,020 equity shares aggregating to rs. 3,690 million by affle holdings pte. Ltd. The
offer constitutes 24.2 % of the post-offer paid-up equity share capital of our company. The
face value of the equity share is rs. 10 each. The offer price is 74.5 times the face value of the
equity shares.
RISKS TO INVESTORS:
The two Book Running Lead Managers associated with the Offer have
handled 21 public issues during the current financial year and two financial
years preceding the current financial year, out of which 6 closed below the
issue price on listing date.
The Price/Earnings ratio based on diluted EPS for fiscal 2019 for the
Company at the upper end of the Price band is as high as 108.44, on an
unconsolidated basis and 37.06 on a consolidated basis. The P/E of Nifty 50 as
on July 19, 2019 is 27.92.
The average cost of acquisition per Equity Share for our Promoter Selling
Shareholder is Rs. 11.43 per Equity Share. The Offer Price at the upper end of
the Price Band is Rs. 745.
BID/OFFER PROGRAMME
BID/OFFER OPENED ON JULY 29, 2019 BID/OFFER CLOSED ON JULY 31,
2019
ANCHOR INVESTOR BIDDING PERIOD WAS JULY 26, 2019
The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,
1957 ("SCRR") read with Regulation 41 of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI Regulations"). This
Offer was made through the Book Building Process in accordance with Regulation 26(2) of
the SEBI Regulations, wherein at least 75% of the Offer is being Allotted on a proportionate
basis to Qualified Institutional Buyers ("QIBs"). The Company and the Promoter Selling
Shareholder, in consultation with the BRLMs, may allocated 60% of the QIB Portion to
Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of
which at least one-third was reserved for domestic Mutual Funds, subject to valid Bids being
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 shall be added to the Net QIB Portion. Such number of Equity Shares
representing 5% of the Net QIB Portion (other than Anchor Investor Portion) was available
for allocation on a proportionate basis to Mutual Funds only.
The remainder of the Net QIB Portion was available for allocation on a proportionate basis to
QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids received
from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds
is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in
the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate
allocation to QIBs. If at least 75% of the Offer cannot be Allotted to QIBs, all the application
monies will be refunded/ unblocked forthwith. Further, not more than 15% of the Offer shall
was available for allocation on a proportionate basis to Non-Institutional Bidders and not
more than 10% of the Offer shall was available for allocation to Retail Individual Bidders in
accordance with the SEBI Regulations, subject to valid Bids being received from them at or
above the Offer Price. For details, see "Offer Procedure" on page 500 of Prospectus. The
bidding period for Anchor Investors opened and closed on Friday, July 26, 2019.
The Company received a total of 28 Anchor Investor Application Forms from 15 Anchor
Investors for 3,014,120 Equity Shares. A total of 2,772,483 Equity Shares were allocated
under the Anchor Investor Portion.
The Issue received 281,888 Applications for 291,269,080 Equity Shares (before technical
rejections) resulting in 85.96 times (after excluding Anchor) subscription. The details of the
Applications received in the Issue from various categories are as under: (Before technical
rejections)
SR.NO. Category No. of No. of Equity Shares No. of times Amount (in Rs.)
Applications Shares Reserved as Subscribed
applied applied per
Prospectus
FINAL DEMAND:
A summary of the final demand as per the BSE and the NSE as on the Bid Closing Date at
different Bid prices is as under:
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange,
being BSE on August 05, 2019
The Basis of Allotment to the Retail Individual Investors, who have Bid at cut- off or the
Issue Price of Rs. 745 per Equity Share was finalized in consultation with NSE. The category
has been subscribed to the extent of 10.23478 times. The total number of Equity Shares
Allotted in this category is 616,107 Equity Shares to 30,805 successful applicants. The
category-wise details of the Basis of Allotment are as under:
Please Note : 1 additional Share shall be allotted to 7 Allottees from amongst 1361
Successful Applicants from the categories 40-260 (i.e. excluding successful applicants from
Category 20) in the ratio of 7 : 1361
The Basis of Allotment to the Non-Institutional Investors, who have Bid at the Issue Price of
Rs. 745 per Equity Share, was finalized in consultation with the BSE. This category has been
subscribed to the extent of 198.33875 times. The total number of Equity Shares Allotted in
this category is 924,160 Equity Shares to 409 successful applicants.
Total No. of
No. of No. of Equity
% of Total No. of Equity % to Equity
Category Applications Shares Allotted per Ratio
Total Shares applied Total Shares
Received Bidder
Allotted
C. Allotment to QIBs (Excluding the Anchor Investor and after Technical Rejections)
The Basis of Allotment to QIBs who have Bid at the Issue Price of Rs. 745 per Equity Share
has been done on a proportionate basis in consultation with the BSE. This category has been
subscribed to the extent of 54.92092 times of the QIB Portion. As per the SEBIICDR
Regulations, Mutual Funds were Allocated 5% of the Equity Shares of the QIB Portion
available i.e. 92,417 Equity Shares and other QIBs, including Mutual Funds, were Allocated
the remaining available 1,755,906 Equity Shares on proportionate basis. The total number of
Equity Shares allotted in the QIB category is 1,848,323 Equity Shares, which were allotted to
97 successful Applicants. The category-wise details of the Basis of Allotment are as under:
The Board of Directors of the Company at its meeting held on August 06, 2019 has approved
the Basis of Allotment of the Equity Shares approved by the Designated Stock Exchange,
being BSE and Allotted the Equity Shares to various successful Bidders. The Allotment
Advice-cum-Refund Intimations are being dispatched to the address of the investors as
registered with the depositories. Further, instructions to the Self Certified Syndicate Banks
for unblocking of funds and transfer to the Public Offer Account, as applicable have been
issued on August 05, 2019. The Equity Shares Allotted to the successful Applicants have
been credited on August 06, 2019 to their beneficiary accounts subject to validation of the
account details with the depositories concerned. In case the unblocking of funds or credit of
shares is not received within ten days, investors may contact the Registrar to the Offer at the
address given below. The Company has filed the listing application with BSE and NSE each
dated August 07, 2019. The Equity Shares are proposed to be listed on BSE and NSE and the
trading is expected to commence on August 08, 2019.
REPORT ON TCNS CLOTHING CO. LIMITED
WITH FULL DETAILS OF IPO
Incorporated in 1997, Delhi based TCNS Clothing Co. Limited is a company engaged in the
business of designing, manufacturing, marketing and retailing of branded apparels for
women. According to Technopak, as of November 2017, it was India's leading women's
branded apparel company in terms of the total number of exclusive brand outlets.
TCNS offers top-wear, bottom-wear, drapes, combo-sets and accessories etc., catering to the
varied wardrobe requirements of Indian women. Company's brand portfolio includes 3
brands:
1.) 'W' - A premiere brand targeted at women's casual and work wear requirements. 'W' has
been recognized as Most Admired Fashion Brand in category 'Women's Indian Wear' by
India Fashion Forum for 3 consecutive years between 2015 to 2017.
2.) Aurelia - A contemporary ethnic wear brand that grew in revenue at a CAGR of 70.82%
during 2013-17.
3.) Wishful - A premium occasion wears brand that grew in revenue at a CAGR of 66.66%
during 2013-17.
TCNS has established a diversified retail presence through multiple distribution channels
spread across 31 states and Union Territories. The company sells its products through:
It also sells its products through its website and other online retailers.
The company's total revenue for Fiscal 2018 was ₹8,491.57 million. It grew at 31.89%
CAGR between Fiscals 2016 and 2018. The comprehensive income and EBITDA was
₹977.67 million and ₹1,837.18 million, respectively, for Fiscal 2018.
TCNS has 3,086 employees on its payroll including a design team of 37 employees and retail
staff of 2,887 employees. The company also has 301 personnel engaged on a contractual
basis.
COMPANY FINANCIALS:
It is a pure OFS by the sale of up to 15,714,038 Equity Shares by the Selling Shareholders.
The Company will not receive any proceeds from the Offer and all the proceeds will go to the
Selling Shareholders.
Listing In
ISIN INE778U01029
Our Company was incorporated as "TCNS Clothing Co. Private Limited" on December 3,
1997, as a private limited company under the Companies Act 1956, at New Delhi, with a
certificate of incorporation granted by the Registrar of Companies. National Capital Territory
of Delhi and Haryana ("RoC"). On the conversion of our Company to a public limited
company pursuant to a resolution passed by our Shareholders on January 5, 2018, our name
was changed to "TCNS Clothing Co. Limited" and a fresh certificate of incorporation dated
january 19, 2018 was issued by the RoC. For details of changes in name and registered office
of our Company, see "History and Certain Corporate Matters" on page 120 of the prospectus
dated July 24, 2018 ("Prospectus").
BASIS OF ALLOTMENT:
Initial public offering of 15,714,038 equity shares of face valuecf rs 2 each (the "equity
shares") of tcns clothing co. Limited (our "company"or the "company" or the "issuer") for
cash at a price of rs 716 per equity share (the "offer price") aggregating to rs 11,251.25
million (the ''offer") through an offer for sale by onkar singh pasricha, arvinder singh pasricha
(together, the "promoter selling shareholders"). Anant kumar daga, saranpreet pasricha, angad
pasricha, vijay kumar misra and amit chand (collectively, the "other selling shareholders")
and wagner limited ("wagner" or "investor selling shareholder", collectively with the
promoter selling shareholders and the other selling shareholders, the "selling shareholders"
and such offer, the "offer for sale"). The offer constitutes 25.63% of the post-offer paid-up
equity share capital of our company. For details of equity shares offered by each selling
shareholder, see "the offer" on page 48.
The two merchant bankers associated with the offer have handled 29 issues in the
past three financial years, out of which 10 issues closed below the issue price on
listing date.
Average cost of acquisition of equity shares for the selling shareholders is in the
range of rs 2.00 to rs 373.26 per equity share and the offer price at upper end of the
price band is rs 716 per equity share.
Return on net worth for fiscal 2018, fiscal 2017 and fiscal 2016 was 22.74%, 5.60%
and (85.87%) respectively.
BID/OFFER
PROGRAMME OPENED ON JULY 18, 2018 | CLOSED ON JULY 20, 2018
ANCHOR INVESTOR BID/OFFER PERIOD: JULY 17, 2018
The Offer has been made in terms of Rule 19(2)(b)(iii) of the Securities Contracts
(Regulation) Rules, 1957, as amended (the "SCRR"). It has been made 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
Regulations") through the Book Building Process, wherein not more than 50% of the offer
was made available for allocation on a proportionate basis to Qualified Institutional
Buyers ("QIBs") (the"QIB Category"), and our Company, the Promoter Selling
Shareholders and the Investor Selling Shareholder, in consultation with the BRLMs, have
allocated 60% of the QIB Category to Anchor investors (the "Anchor Investor Portion") on
a discretionary basis. One-third of the Anchor investor portion was reserved for domestic
Mutual Funds, subject to valid bids being received from domestic Mutual Funds, at or above
the price at which allocation was made to Anchor Investors, which price was determined by
the Company, the Promoter Selling Shareholders and the Investor Selling Shareholder in
consultation with the BRLMs. 5% of the QIB Category (excluding the Anchor investor
Portion) was made available for allocation on a proportionate basis to Mutual Funds only and
the remainder of the QIB Category was made 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 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 for allocation to retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids beng received at or above
the Offer Price. All potential Bidders, other than Anchor Investors, were mandatorily
required 10 participate in the Offer through the Application Supported by Blocked
Amount ("ASBA") process by providing details of their respective bank account in which
the Bid Amounl will be blocked by the Self Certified Syndicate Banks. Anchor Investors
were not permitted to partiripate in the Anchor Investor Portion through ASBA Aprocess. For
details, see "Offier Procedure" on page 273 of the Prospectus.
No. of Shares
No. of No. of
SI. Equity Reserved Amount
Category Applicatio times
No. Shares as per (Rs)
ns Subscribed
applied Prospectus
Retail
2,11,43,95,067.0
A Individual 78,305 29,52,380 54,99,914 0.54
0
Bidders
Non
1,15,46,42 8,26,72,34,600.0
B institutional 161 23,57,106 4.90
0 0
Bidders
Qualified
Institutional
4,24.66,72 30,40,61,71,520.
C Bidders 53 31,42,808 13.51
0 00
(Excluding
Anchors)
Anchor 3,85,04,90,480.0
D 33 53,77,780 47,14,210 1.14
Investors 0
6,23,43,30 44,63,82,91,667.
Total 78,552 1,57,14,038 3.97
0 00
The bidding for Anchor Investors opened and closed on July 17, 2018. The company received
33 applications from 24 Anchor investors (which included four mutual funds wheh applied
through a TOTAL OF THIRTEEN SCHEMES) FOR 53,77,780 EQUITY SHARES. THE
ANCHOR INVESTOR PRICE WAS FINALIZED AT RS 716 per Equity Share. A total of
47,14,210 shares were allocated under the Anchor Investor Portion aggregating to Rs
3,375.37 million. The Offer received 78,552 applications for 6,23,43,300 Equity Shares (prior
to technical rejections) resulting in 3.97 times subscription. The details of the applications
received in the Offer from various categories are as under (prior to technical rejections)
Final Demand
A summary of the final demand as per the BSE and NSE as on the Bid/Offer Closing
Date at different Bid prices is as under.
SI. No Bid Price Bids Quantity (%) To Total Cumulative Total % Cumulative Total
The Basis of Allotment was finalized in consultation with the Designated Stock Exchange,
being the BSE on July 25, 2018.
A. Allotment to Retail Individual Bidders (after technical rejections)
The Basis of Allotmentto the Retail Individual Bidders, who have bid at the Cut-Off Price or
at the Offer Price of Rs 716 per Equity Share, was finalized it consultation with the BSE
This category has been subscribed to the extend of 0.53 times. The total number of Equity
Shares Allotted in Retail Category is 29,23,540 Equity Shares to 77,430 successful Retail
Individual Bidders. The category-wise details of the Basis of Allotment are as under;
Unsubscribed portion of 25,76,374 Equity Shares were spilled over to QIB category and NIB
B. Allotment to Non-Institutional Bidders (After Technical Rejections)
The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of
Rs 716 per Equity Share or above, was finalized in consultation with the BSE. The Non-
Institutional Category has been subscribed to the extent of 3.91 times. The total number of
Equity Shanes Allotted in this category is 2,951,654 Equity shares (including spilled over) to
155 successful Non-lnstilutional Bidders. The category-wise details of the Basis of Allotmenl
are as under (Sample)
NO. OF
TOTAL TOTAL NO.
EQUITY
NO. OF NO. OF OF
% OF % OF SHARES
CATEGORY APPLICATIONS EQUITY RATIO EQUITY
TOTAL TOTAL ALLOTTED
RECEIVED SHARES SHARES
PER
APPLIED ALLOTTED
APPLICANT
The IPO Committee of the Company on July 26, 2018 has taken on record the Basis of
Allotment of Equity Shares as approved by the Designated Stock Exchange, being BSE and
has allotted the Equity Shares to various successful Bidders. The Allotment Advice and/or
notices are being dispatched to the address of the investors as registered with the depositories.
Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds,
transfer to Public Offer Account have been issued on July 25,2018 and payment to non-
Syndicate brokers have been issued on July 26,2018. 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 26, 2018 for
credit into the respective beneficiary accounts subject to validation of the account details with
the depositories concerned. The Company has filed the listing applications with BSE and
NSE on July 26, 2018. The Company has received listing and trading approvals from NSE
and BSE and the trading will commence on July 30, 2018.
All capitalised terms used and not specifically defined herein shall have the same meaning as
ascribed to them In the Prospectus.
FPO ( FOLLOW – ON – PUBLIC OFFER)
A follow-on public offer (FPO) is the issuance of shares to investors by a public company
that is currently listed on a stock market exchange. An FPO is a stock issue of additional
shares made by a company that is already publicly listed and has gone through the IPO
process. FPOs are popular methods for companies to raise additional equity capital in
capital markets through an issue of stock.
FPO (Follow on Public Offer) is a process by which a company, which is already listed
on an exchange, issues new shares to the investors or the existing shareholders, usually
the promoters. FPO is used by companies to diversify their equity base.
Description:
A company uses FPO after it has gone through the process of an IPO and decides to
make more of its shares available to the public or to raise capital to expand or pay off
debt.
List out the companies delisted from bse nse from last 5 years (min 10) with reasons.
DELISTED
Delisting is the removal of a listed security from a stock exchange. The delisting of a security
can be voluntary or involuntary and usually results when a company ceases operations,
declares bankruptcy, merges, does not meet listing requirements, or seeks to become private.
Delisting usually means that a stock has failed to meet the requirements of the
exchange.
The most common requirement is that of price; a price below $1 per share for an
extended period is not preferred for major indexes.
The consequences of delisting are significant and some companies strenuously avoid
being delisted.