Devyani International Limited (the “Company”), the largest franchisee of Yum Brands in India, and among the largest operators of chain quick-service restaurants (“QSR”) in India (Source: Global Data Report), on a non-exclusive basis,operates Pizza Hut, KFC, and Costa Coffee stores,as well as stores of other brands such as Vaango, Food Street, Masala Twist, Ile Bar, Amreli and Ckrussh Juice Bar, is proposing to open the Bid/Offer Period in relation to its initial public offering of Equity Shares (the “Offer”) on Wednesday, August 4, 2021. The Bid/Offer Period will close on Friday, August 6, 2021. the price Band for the Offer has been fixed at Rs. 86– Rs. 90 per Equity Share.
Mr Ravi Jaypuria , Non Executive Director ,Devyani International Limited
The Company and the Selling Shareholders, may in consultation with the Lead Managers, consider participation by Anchor Investors in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
The IPO comprises fresh issuance of Equity Shares aggregating to Rs. 4,400 million by the Company (“Fresh Issue”) and an offer for sale of up to 155,333,330 Equity Shares by the selling shareholders, namely, Dunearn Investments (Mauritius) Pte. Ltd. (the “Investor Selling Shareholder”), and the promoter selling shareholder, RJ Corp Limited (the “Promoter Selling Shareholder” and together with the Investor Selling Shareholder, the “Selling Shareholders” and such offering of Equity Shares by the Selling Shareholders, the “Offer for Sale”). The Offer includes a reservation of up to 550,000 Equity Shares for subscription by Eligible Employees of the Company (the “Employee Reservation Portion”). The Offer less the Employee Reservation Portion is referred to as the “Net Offer”.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75 % of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company and the Selling Shareholders may, in consultation with the Lead Managers, 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”), 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 Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding Anchor Investor Portion) (“Net QIB 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.
Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be 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. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA Accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process.
The Company proposes to utilise the Net Proceeds towards (i) repayment/prepayment of all or certain of the Company’s borrowings; and (ii) general corporate purposes.
The Equity Shares offered in this Offer are proposed to be listed at both BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”) post the listing. For the purpose of the Offer, NSE is the Designated Stock Exchange.
Kotak Mahindra Capital Company Limited, CLSA India Private Limited, and Edelweiss Financial Services Limited are the Global Coordinators and Book Running Lead Managers to the Offer and Motilal Oswal Investment Advisors Limited is the Book Running Lead Manager to the Offer.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Red Herring Prospectus dated July 26, 2021 (“RHP”) filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi(“RoC”).
DEVYANI INTERNATIONAL LIMITED is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to make an initial public issue of its Equity Shares and has filed the RHPwith the RoC and thereafter with SEBI and the Stock Exchanges. The RHP is available on the website of the SEBI at www.sebi.gov.in as well as on the websites of the Lead Managers, i.e. Kotak Mahindra Capital Company Limited at www.investmentbank.kotak.com, CLSA India Private Limited at www.india.clsa.com, Edelweiss Financial Services Limited at www.edelweissfin.com and Motilal Oswal Investment Advisors Limited at www.motilaloswalgroup.com.
Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see "Risk Factors" on page 27 of the RHP and should refer to the RHP for further details in relation to the Offer. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any other applicable law of 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 Securities Act and applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A and referred to in this Red Herring Prospectus as “U.S. QIBs” (for the avoidance of doubt, the term “U.S. QIBs” does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Red Herring Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S and pursuant to the applicable laws of the jurisdictions where those offers and sales are made.
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”): SEBI only gives its observations on the offer documents and this does not constitute approval of either the Offer or the specified securities stated in the Offer Document. The investors are advised to refer to page 372 of the RHPfor the full text of the disclaimer clause of SEBI.
DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the RHPhas been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the RHP. The investors are advised to refer to the page 377 of the RHP for the full text of the disclaimer clause of BSE.
DISCLAIMER CLAUSE OF NSE (Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to page 377 of the RHPfor the full text of the disclaimer clause of NSE.