Mumbai, June 19, 2018: Varroc Engineering Limited (the “Company”), proposes to open the Offer on June 26, 2018, an initial public offering of 20,221,730 Equity Shares through an offer for sale by the promoter and investor selling shareholders (as defined below) (the “Offer”). The Offer consists of an offer for sale of (i) up to 1,752,560 Equity Shares by Mr. Tarang Jain (“Promoter Selling Shareholder”), (ii) up to 16,917,130 Equity Shares by Omega TC Holdings Pte. Ltd. (“Investor Selling Shareholder 1”) and (iii) up to 1,552,040 Equity Shares by Tata Capital Financial Services Limited (“Investor Selling Shareholder 2”). The Offer also includes a reservation of 100,000 Equity Shares, for subscription by eligible employees (the “Employee Reservation Portion”) at a discount of Rs. 48 per share on the Offer Price (“Employee Discount”). The Offer less the Employee Reservation Portion is the “Net Offer” and such Net Offer aggregates up to 20,121,730 Equity Shares. The Offer and the Net Offer shall constitute 15% and 14.93%, respectively, of the post-offer paid-up equity share capital of the company.
The Bid/Offer Period closes on June 28, 2018. The Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
The Price Band for the Offer is from Rs. 965 to Rs. 967 per Equity Share. Bids can be made for a minimum lot of 15 Equity Shares and in multiples of 15 Equity Shares thereafter.
The Equity Shares are proposed to be listed on BSE and NSE.
The Global Co-ordinators and Book Running Lead Managers (“GCBRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Citigroup Global Markets India Private Limited and Credit Suisse Securities (India) Private Limited. IIFL Holdings Limited is the Book Running Lead Manager (“BRLM”).
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”) and in compliance with Regulation 26(1) of the SEBI ICDR Regulations, this Offer is being made through the Book Building Process, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that the Company and the Selling Shareholders, in consultation with the GCBRLMs and the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Category shall be available for allocation on a proportionate basis to QIBs, subject to valid Bids being received from them at or above the Offer Price.
Further, not less than 15% of the Net Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount(“ASBA”) process, and shall provide details of their respective bank account in which the Bid amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.
For details see “Offer Procedure” on page 593 of the Red Herring Prospectus (“RHP“) dated June 15, 2018 filed with the Registrar of Companies, Mumbai.
VARROC ENGINEERING LIMITED is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its Equity Shares and has filed the RHP with RoC. The RHP will be available on the website of SEBI at www.sebi.gov.in, NSE at www.nseindia.com, BSE at www.bseindia.com and the website of the GCBRLMs, i.e. at www.investmentbank.kotak.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen and www.creditsuisse.com/in/en/investmentbanking/regional-presence/asiapacific/india/ipo.html and BRLM, i.e. at www.iiflcap.com respectively. Any potential investors should note that investment in equity shares involves a degree of risk and for details relating to the same, please refer to the RHP, including the section “Risk Factors” on page 19 of the RHP. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“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, such Equity Shares are being offered and sold (i) outside the United States, in offshore transactions in compliance with Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) in the United States, to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”)), in reliance on Rule 144A or other available exemptions under the U.S. Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.
Notes to Editors
About Varroc Engineering Limited
Varroc Engineering Limited (VEL) is a global tier-1 (tier-1 companies are companies that directly supply to original equipment manufacturers (“OEMs”)) automotive component group. VEL is engaged in designing, manufacturing and supplying of exterior lighting systems, plastic and polymer components, electricals-electronics components, and precision metallic components to passenger car, commercial vehicle, two-wheeler, three-wheeler and off highway vehicle (“OHV”) OEMs directly worldwide. The Company is the second largest Indian auto component group (by consolidated revenue for FY2017) (Source: CRISIL Research) and a leading tier-1 manufacturer and supplier to Indian two-wheeler and three-wheeler OEMs (by consolidated revenue for FY2017) (Source: CRISIL Research). The Company is also the sixth-largest global exterior automotive lighting manufacturer and one of the top three independent exterior lighting players (by market share in 2016) (Source: Yole). The Company has a global footprint of 36 manufacturing facilities spread across seven countries, with six facilities for its Global Lighting Business, 25 for its India Business and five for Other Businesses. Varroc Lighting Systems (VLS) has long-term relationships with marquee auto manufacturers across the premium, mid-range and mass market pricing spectrum, including Ford, Jaguar Land Rover, the Volkswagen Group (the “VW Group”), Renault-Nissan-Mitsubishi, Groupe PSA, FCA, a European multinational car manufacturer and an American electric car manufacturer. The Company’s key two-wheeler customers in India include Bajaj, Honda, Royal Enfield, Yamaha, Suzuki and Hero. It also exports to global two-wheeler manufacturers from its facilities in India, namely KTM and Volvo.