• Price Band fixed at ₹ 156 to ₹ 164 per Equity Share of face value of ₹ 1 each (“Equity Share”);
• The Floor Price is 156 times and the Cap Price is 164 times the face value of the Equity Shares;
• Bid/ Offer will open on Thursday, September 14, 2023 and close on Monday, September 18, 2023. The Anchor Investor Bidding Date shall be Wednesday, September 13, 2023;
• Bids can be made for a minimum of 90 Equity Shares and in multiples of 90 Equity Shares thereafter.
National, September 11, 2023: Zaggle Prepaid Ocean Services Limited (The “Company”), shall open its initial public offering of Equity Shares on Thursday, September 14, 2023. The initial public offering comprises of a fresh issue of Equity Shares aggregating up to ₹ 3,920 million (“Fresh Issue”) and an offer for sale up to 10,449,816 Equity Shares by Selling Shareholders (the “Offer for Sale” and together with the Fresh Issue, the “Offer”).
The Anchor Investor Bidding Date shall be Wednesday, September 13, 2023. The Offer will open on Thursday, September 14, 2023 for subscription and will close on Monday, September 18, 2023.
The Price Band of the Offer has been fixed at ₹ 156 to ₹ 164 per Equity Share. Bids can be made for a minimum of 90 Equity Shares and in multiples of 90 Equity Shares thereafter.
The Company proposes to utilize the proceeds raised through the Fresh Issue towards Expenditure towards Customer acquisition and retention amounting to ₹ 3,000 million; Expenditure towards development of technology and products amounting to ₹ 400 million; Repayment or prepayment of certain borrowings, in full or part, availed by the Company amounting to ₹170.83 million; and balance amount towards general corporate purposes provided that the amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds from the Fresh Issue.
The Offer for Sale comprises of up to 1,529,677 Equity Shares by Raj P Narayanam, up to 1,529,677 Equity Shares by Avinash Ramesh Godkhindi (together, the “Promoter Selling Shareholders”), up to 2,830,499 Equity Shares by VenturEast Proactive Fund LLC, up to 2,046,026 Equity Shares by GKFF Ventures, up to 538,557 Equity Shares by VenturEast SEDCO Proactive Fund LLC, up to 118,040 Equity Shares by Ventureast Trustee Company Private Limited (acting on behalf of Ventureast Proactive Fund) (collectively, the “Investor Selling Shareholders”), up to 1,765,540 Equity Shares by Zuzu Software Services Private Limited (the “Corporate Selling Shareholder”) and up to 91,800 Equity Shares by Koteswara Rao Meduri (the “Individual Selling Shareholder” and together with the Promoter Selling Shareholders, Investor Selling Shareholders and Corporate Selling Shareholder are referred to as the “Selling Shareholders”).
The Equity Shares are being offered through the Red Herring Prospectus dated September 8, 2023, (“RHP”) and are proposed to be listed on the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (“NSE”, together with the BSE, (the “Stock Exchanges”)). For the purposes of the Offer, NSE is the Designated Stock Exchange.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). The Offer is being made through the Book Building Process and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that the Company in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for the 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 (“Net QIB Portion”). Post allocation to the Anchor Investors, the QIB Portion will be reduced by such number of Equity Shares.
Further, 5% of the Net QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, 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 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 (other than Anchor Investors), 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 Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Offer shall be available for allocation in accordance with Regulation 32(3A) of the SEBI ICDR Regulations to Non-Institutional Bidders (out of which one third shall be reserved for Bidders with Bids exceeding ₹0.20 million up to ₹1 million and two-thirds shall be reserved for Bidders with Bids exceeding ₹1 million) and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
All Bidders (except Anchor Investors) are mandatorily required to utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA Process.
ICICI Securities Limited, Equirus Capital Private Limited, IIFL Securities Limited and JM Financial Limited are the book running lead managers to the Offer.
All capitalised terms referred to in this press release that have not been defined shall have the same meaning as prescribed in the RHP.
For details of the disclaimers of each of the Stock Exchanges and SEBI, see “Other Regulatory and Statutory Disclosures” on page 290 of the Red Herring Prospectus.
ZAGGLE PREPAID OCEAN SERVICES LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with Registrar of Companies, Telangana at Hyderabad on September 8, 2023. The RHP is available on the website of SEBI at www.sebi.gov.in, the websites of the Stock Exchanges, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, the website of the Company at www.zaggle.in/investor-relations and as well as on the websites of the BRLMs, i.e., ICICI Securities Limited, Equirus Capital Private Limited, IIFL Securities Limited and JM Financial Limited at www.icicisecurities.com, www.equirus.com, www.iiflcap.com and www.jmfl.com, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled “Risk Factors” on page 31 of the RHP. Potential investors should not rely on the Draft Red Herring Prospectus dated December 19, 2022 filed with SEBI for making any investment decision.
This announcement has been prepared for publication in India and may not be released in the United States. This announcement does not constitute an offer or sale of Equity Shares in any jurisdiction, including the United States. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“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 (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any 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 under the Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares offered in the Offer are not being offered or sold in the United States.