Chennai, January , 2018: Newgen Software Technologies Limited (“Company”), a software products company will be launching its initial public offering (“IPO” or the “Offer”) which is scheduled to open on Tuesday, January 16, 2018 and close on Thursday, January 18, 2018, with a price band of Rs. 240 to Rs. 245 per equity share of face value of Rs. 10/- each of the Company (the “Equity Shares”). The Anchor Investor Bidding Date shall be Monday, January 15, 2018, being one working day prior to the Bid/ Offer Opening Date.
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 (“SEBI ICDR Regulations”) the Offer is being made through the Book Building Process, in compliance with Regulation 26(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be allocated to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”), provided that the Company may, in consultation with the GCBRLMs and the BRLM, allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (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 only to Mutual Funds, subject to valid Bids being received at or above the Offer Price, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors (“Non-Institutional Category”) and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
All Investors (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 Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 367 of the Red Herring Prospectus dated January 5, 2018 (“RHP”) filed by the Company.
ICICI Securities Limited and Jefferies India Private Limited are the Global Co-ordinators and Book Running Lead Managers to the Offer. IDFC Bank Limited is the Book Running Lead Managers to the Offer. The Registrar to the Offer is Karvy Computershare Private Limited.
The Equity Shares of Newgen Software Technologies Limited is proposed to be listed on National Stock Exchange of India and BSE Limited.
NEWGEN SOFTWARE TECHNOLOGIES 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 the Registrar of Companies National Capital Territory of Delhi and Haryana, at New Delhi. The RHP will be available on the website of the SEBI at www.sebi.gov.in, the websites of the GCBRLMs at www.icicisecurities.com and www.jefferies.com, and the BRLM at www.idfcbank.com and the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com. Any potential investor should note that investment in Equity Shares involves a high degree of risk, for details potential investors should refer to the section titled “Risk Factors” beginning on page 15 of the RHP.
This announcement does not constitute an offer of securities for sale in any jurisdiction, including the United States, and any securities described in this announcement may not be offered or sold in the United States absent registration under the US Securities Act of 1933 or an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company or the Selling Shareholders and that will contain detailed information about the Company and management, as well as financial statements. No public offering or sale of securities in the United States is contemplated.
CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of our Company, see the section titled “History and Corporate Structure” on page 149 of the RHP and Clause III of the Memorandum of Association of our Company. The Memorandum of Association of our Company is a material document for inspection in relation to the Offer. For further details, see the section titled “Material Contracts and Documents for Inspection” on page 422 of the RHP.
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 or the offer document. Investors are advised to refer to page 345 of the RHP for the full text of the disclaimer clause of SEBI.
DISCLAIMER CLAUSE OF THE BSE (The Designated Stock Exchange) : “It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the RHP has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the RHP.” The investors are advised to refer to page 355 of the RHP for the full text of the disclaimer clause of the BSE.
DISCLAIMER CLAUSE OF THE NSE : “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 356 of the RHP for the full text of the disclaimer clause of the NSE.