Event Date: N/A
Studds Accessories Limited, an Indian company, is proposing an initial public offering (IPO) of its equity shares ("Equity Shares"), which would involve listing on recognized stock exchanges in India. The board of directors has given in-principle approval for the IPO, but the decision is subject to market conditions, regulatory approvals, and commercial considerations.
The IPO will be undertaken as per applicable laws, including the Companies Act, 2013, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company will file a draft red herring prospectus (“DRHP") with SEBI and stock exchanges, followed by a red herring prospectus ("RHP") and prospectus.
The Offer may comprise a fresh issue of Equity Shares by the Company ("Fresh Issue") and/or an offer for sale ("OFS") of Equity Shares by existing eligible shareholders ("Selling Shareholders"), subject to shareholder approval. A private placement of Equity Shares before the Offer is also a possibility subject to shareholder approval. The size of the Offer, including the OFS, will be determined by the Board in consultation with the Book Running Lead Managers ("BRLMs"). A price band for the Offer will be determined at a later stage, with the final price determined through a book-building process.
The Company intends to provide its shareholders an opportunity to participate in the Offer for Sale. Shareholders may participate by offering all or part of their eligible Equity Shares. It is noted that if the total number of shares proposed for sale by Selling Shareholders exceeds the determined size of the OFS component, the shares offered in the OFS will be pro-rated based on shareholding, or as otherwise determined by the board of directors.
Selling Shareholders may participate subject to market conditions, Offer size, and other considerations, including allotment as determined by the Company and BRLMs. Shareholders are advised to seek their own legal and tax advice regarding participation. The Company, BRLMs, and advisors will not be responsible for shareholders' decisions.
To participate in the OFS, shareholders must comply with SEBI ICDR Regulations and the Companies Act. Key requirements for Equity Shares offered in the OFS include being fully paid-up and continuously held for at least one year prior to DRHP filing, subject to exceptions. The one-year holding period is waived for bonus shares issued on securities held for at least one year prior to DRHP filing, provided specific conditions are met regarding the source of bonus shares.
Equity Shares must not be subject to restraining orders, charges, liens, pledges, encumbrances, or transfer restrictions, including 'lock-ins'. Selling Shareholders must also meet other eligibility conditions under SEBI ICDR Regulations and the Companies Act, as detailed in Annexure A. Additional considerations are detailed in Annexure B.
If the Company does not meet certain stipulated thresholds regarding net tangible assets, operating profit, and net worth, additional conditions apply:
For Selling Shareholders holding over 20% of the pre-Offer shareholding, the Equity Shares offered for sale cannot exceed 50% of their pre-Offer shareholding. Lock-in requirements under Regulation 17 of the SEBI ICDR Regulations apply.
For Selling Shareholders holding less than 20% of pre-Offer shareholding, the Equity Shares offered for sale cannot exceed 10% of their pre-Offer shareholding. Lock-in requirements under the SEBI ICDR Regulations apply.
All shareholders, regardless of OFS participation, are subject to certain obligations as shareholders, as detailed in Annexure C. The Company may engage with shareholders on other aspects related to the Offer. Corporate actions may be undertaken before DRHP filing, potentially changing shareholding and requiring a fresh consent letter.
Participating shareholders must comply with terms, requirements, and activities under SEBI ICDR Regulations and the Companies Act. Deliverables required from Selling Shareholders are listed in Annexure E. Additional certifications, confirmations, documents, and information may be required, along with compliance with SEBI and other authorities' directions. Selling Shareholders must accept responsibility for their statements in Offer Documents.
Shareholders must submit a consent letter, Selling Shareholder certificate, and KYC documents by December 10, 2024. Failure to submit documents implies non-interest in participating and consent to lock-in pre-Offer shareholding.
Offering Equity Shares does not guarantee they will be sold, as it depends on investor response and approvals. Unsold shares will be credited back to demat accounts. Once the consent letter and power of attorney (if applicable) are submitted, shareholders cannot change or withdraw Offered Shares without prior written consent. The Company reserves the right to reject consent letters and powers of attorney not in the shared format.
The Company reserves the right to settle questions, difficulties, or doubts regarding the Offer and to take incidental steps. The Company is not obligated to undertake the Offer merely because shareholders indicated interest. This intimation does not create any obligation on the Company or its management to undertake the Offer within any specific time period, or at all, or on any other Shareholders to participate in the Offer for Sale.
This communication is confidential and should not be disclosed to any third parties.
The communication does not constitute any offer to purchase, sell, issue, or subscribe for, securities in the United States or any other jurisdiction.
The document includes several annexures:
The document includes schedules for reporting a variety of data from selling shareholders including search results from Watchout investors and CIBIL.
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