Intimation of Proposed IPO and OFS of boat

Document Summary

December 17, 2024, Imagine Marketing Limited ("Company") is considering an initial public offering (IPO) of its equity shares ("Equity Shares"). This decision, made on November 26, 2024, is subject to market conditions, regulatory approvals, commercial factors, and applicable laws, including the Companies Act, 2013, and the SEBI ICDR Regulations, 2018, and in consultation with book running lead managers ("BRLMs") and other advisors.

The Proposed IPO may consist of a fresh issue of Equity Shares ("Fresh Issue") and/or an offer for sale ("Offer for Sale" or "OFS") by existing eligible shareholders ("Selling Shareholder(s)"). All decisions related to the IPO, including timing, structure, extent of Fresh Issue and/or OFS, price band, and intermediary appointments, rest with the Company's discretion, in consultation with the BRLMs and in accordance with applicable laws.

Participation in the Offer for Sale:

To participate in the OFS as a Selling Shareholder, compliance with SEBI ICDR Regulations and the Companies Act is required. Key considerations include: (i) Eligibility of Equity Shares for the OFS (“Offered Shares"): Shares should be fully paid-up and held for at least one year prior to filing the draft offer document with SEBI. The holding period of convertible securities that convert into Equity Shares counts towards this one-year requirement. Bonus Shares issued within the last year are also eligible if issued from free reserves and share premium existing at the end of the financial year preceding the financial year in which the draft offer document is filed with SEBI; bonus shares should not be issued using revaluation reserves or unrealized profits; should not be subject to court orders, charges, liens, pledges, encumbrances, or transfer restrictions (excluding arrangements with BRLMs for the Proposed IPO). (ii) Other eligibility conditions: Shareholders should not be debarred by SEBI or other regulators and must comply with the Companies (Significant Beneficial Owners) Rules, 2018. (iii) Additional considerations: Selling Shareholders cannot offer more than 50% of their pre-Offer shareholding if they hold more than 20% of the pre-Offer paid-up Equity Share capital or 10% if they hold less than 20%. (iv) Documentation/Selling Shareholder deliverables: Participants must provide a certificate to the BRLMs containing confirmations and undertakings related to themselves and the Equity Shares. Documentation includes due incorporation, registration, valid existence, and other customary representations, warranties, and confirmations. Participants must not be declared wilful defaulters, fraudulent borrowers, or fugitive economic offenders. Consent letters, KYC documentation, and agreements (offer, registrar, syndicate, share escrow, cash escrow, underwriting) are also needed. Non-promoter individual selling-shareholders with less than 1% pre-IPO paid-up share capital must provide a power of attorney.

The Company's representatives will act on behalf of shareholders to ease logistical participation, but will not act as a fiduciary. Offered Shares will be sold at the offer price determined through book building. These Equity Shares will be deposited in an escrow account until completion or termination of the IPO, during which time they cannot be sold or encumbered. Non-promoter individuals holding less than 1% of the Company’s pre-IPO paid-up share capital may be required to deposit their Offered Shares in an escrow account prior to the filing of the updated draft red herring prospectus-I. Non-resident Selling Shareholders may have additional approval requirements related to foreign exchange regulations for depositing Equity Shares in escrow.

Equity Shares must be held in dematerialized form before filing the offer document with SEBI and maintained in that form until allotment and transfer in the Proposed IPO. Selling Shareholders may consult legal counsel, who must also provide opinions to the BRLMs on title to the Offered Shares, due incorporation, and corporate authority.

Offer expenses, excluding listing fees, will be shared proportionally between Selling Shareholders and the Company based on the number of Offered Shares and Fresh Issue shares, respectively. Fees for legal counsel and tax advisors for the Selling Shareholder will be borne by that shareholder. Taxes related to the Offered Shares will also be borne by the Selling Shareholder.

The board of directors or a duly constituted committee can make all decisions related to the Proposed IPO. The Company can modify or vary the terms and conditions of shareholder participation, especially if approvals are not obtained in a timely manner. As a Selling Shareholder, liability exists under Companies Act and other applicable laws for disclosures in offer documents. Statements must be true and correct. The Company, BRLMs, and their advisors are not responsible or liable to Selling Shareholders or others in relation to the Offer for Sale.

In addition to the indicative list above, compliance with additional terms and requirements or directions may be required by SEBI and other regulatory authorities.

Shareholders interested in participating should indicate their intention, along with required details (name, address, CIN, DP/Client ID, PAN, contact information, and number of Equity Shares held), via email to Mr. Shreekant Sawant, Company Secretary, at iml.secretarial@imaginemarketingindia.com by 05:00 PM IST on Tuesday, December 31, 2024, using the form in Annexure A. All joint owners must consent for participation in the Proposed IPO. If you become a Selling Shareholder in the Proposed IPO, you cannot submit bid applications in the Proposed IPO as an investor.

Shareholders should seek their own legal and tax advice. Lack of intimation within the deadline will be presumed as non-interest, and entire pre-Offer shareholding will be locked-in from the IPO's allotment/transfer date. The Company and BRLMs are not liable for delays.

Obligations as a shareholder of the Company in relation to the Proposed IPO: (i) Lock-in: Pre-offer Equity Shares (excluding Offered Shares) will be locked in for six months from the allotment date, subject to certain conditions and exceptions (including ESOP shares). Venture capital funds, Category I/II alternative investment funds, and foreign venture capital investors are exempt, provided their Equity Shares are locked in for six months from the purchase date, and they hold no more than 20% of the pre-Offer Equity Share capital of the Company, on a fully diluted basis. (ii) Publicity restrictions: Compliance with publicity restrictions for public offerings is required, outlined in Annexure B.

The Company reserves the right to settle questions, difficulties, or doubts related to the IPO and Offer for Sale, and to take all incidental and ancillary steps. The Company may continue to engage with shareholders on aspects related to the Proposed IPO, including amendments to shareholder agreements and articles of association.

This letter does not obligate the Company to undertake the IPO or other Shareholders to participate. Offering Equity Shares does not guarantee their sale. Unsold Offered Shares will be returned to the demat account and subject to lock-in. The Company can decide not to proceed with the IPO for any reason. Shareholders participating in the Offer for Sale are subject to statutory liabilities. This letter is only for Shareholders listed in the register of members/register of beneficial owners as of December 13, 2024, and its contents should be treated as strictly confidential.

The Proposed IPO is subject to market conditions, other considerations, and regulatory approvals, including observations from SEBI, and cannot be guaranteed to happen. The communication is for the addressee only and should not be copied or distributed without express consent. It is for informational purposes only and not a prospectus or offer document. It's not a prospectus under the Companies Act, 2013, or the SEBI ICDR Regulations, 2018, or any other applicable law in India.

The document clarifies that this communication is for informational purposes only and is neither an offer nor invitation to buy, nor a solicitation of an offer to buy any securities. Any sale of securities will be subject to compliance with the securities laws of the relevant jurisdiction. Recipients outside of India should comply with applicable legal requirements. The communication is not a recommendation by the Company or the BRLMs for the selling shareholders to offer their Equity Shares. The selling shareholders must rely on their own tax, financial, and legal advisors. No information regarding this transaction may be distributed publicly in any jurisdiction where registration or approval is required, other than India. The document also specifies the regulations regarding the offer and sale of Equity Shares in the United States. The Equity Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, and 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.