FLEXITUFF INTERNATIONAL LIMITED
Our Company was originally constituted as a partnership firm under the Indian
Partnership Act, 1932 on January 22,1966 under the name and style of Saurabh Potteries
& Ceramics with its principal place of business at Indore. Since then, the partnership
was reconstituted from time to time by way of admission of new partners or resignation of
the then existing partners. With effect from March 1,1993, the name of the partnership was
changed to Naviska Packaging and a fresh partnership deed was executed. Thereafter,
pursuant to the provisions of section 567 of Part IX of the Companies Act, 1956, Naviska
Packaging was converted into a private limited company, Naviska Packaging Private Limited,
on April 8,1993. The name of our Company was changed to Giltpac International India
Private Limited w.e.f. June 29,2001. The name of our Company was again changed to Naviska
Packaging Private Limited w.e.f. January 01,2003. Our Company was converted into a public
limited company and the name was changed to Flexituff International Limited w.e.f. April
25,2003. For further details in relation to the corporate history of our Company including
changes in name and the registered office, please refer to the section "History and
Certain Corporate Matters" beginning on page 154 of the Prospectus.
Promoters of our Company: Kalani Industries Private Limited, Miscellani Global Private Limited and Sanovi Trading Private Limited
BASIS OF ALLOTMENT
PUBLIC ISSUE OF 6,750,000 EQUITY SHARES OF FACE VALUE RS. 10 EACH OF FLEXITUFF INTERNATIONAL LIMITED ("FIL" OR OUR "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 155/- PER EQUITY SHARE ("ISSUE PRICE") (INCLUDING A SHARE PREMIUM OF RS. 145/- PER EQUITY SHARE) AGGREGATING TO RS. 1,046.25 MILLION COMPRISING OF A FRESH ISSUE OF 4,500,000 EQUITY SHARES OF 710 EACH AT A PRICE OF RS. 155/- PER EQUITY SHARE AGGREGATING TO 7697.50 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF UPTO 2,250,000 EQUITY SHARES 0F RS. 10 EACH AT A PRICE 0F RS. 155/- PER EQUITY SHARE AGGREGATING TO RS. 348.75 MILLION BY CLEARWATER CAPITAL PARTNERS (CYPRUS) LIMITED (THE "SELLING SHAREHOLDER") ("OFFER FOR SALE"). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHER REFERRED TO AS THE "ISSUE". THE ISSUE WILL CONSTITUTE 31.09% OF THE POST ISSUE PAID UP CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH AND THE ISSUE PRICE IS 15.5 TIMES OF THE FACE VALUE.
The Equity Shares of the Company are proposed to be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and the trading will commence on October 19,2011.
IPO Grading: This issue has been graded by Credit Analysis & Research Limited as 3/5, indicating average fundamentals. The IPO Grade is assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For details, please refer to the section "General Information- IPO Grading" on page 55 and "Annexure l" of the prospectus.
The Issue is being made pursuant to Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ("ICDR Regulations"), through the 100% Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ("QIBs"). Our Company may, in consultation with the Book Running Lead Manager, allocate up to 30% of the QIB Portion to Anchor Investors* at the Anchor Investor Issue Price, on a discretionary basis, out of which atleast one-third portion will be available for allocation to domestic Mutual Funds only. 5% of the Net QIB Portion (as defined in the section "Definitions and Abbreviations") shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders ("NIB") and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Non-Institutional Bidders and Qualified Institutional Buyers (except Anchor Investors), will mandatorily participate in this Issue through the Application Supported by Blocked Amount ("ASBA") process by providing details of the relevant bank accounts in which the corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks ("SCSBs"). Retail Individual Bidders may at their option participate through the ASBA process. For details, please refer the section "Issue Procedure" beginning on page 437 of the Prospectus.
* Our Company has not considered the option of allocation to / participation by Anchor Investors
The Issue opened for subscription on September 29,2011 and closed on October 5,2011 (for QIB bidders on October 4,2011). The Issue received 4,473 applications for 6,949,600 Equity Shares resulting in 1.0296 times subscription. The details of the applications received in the Issue from Retail Individual Investor, Non-Institutional Investors and Qualified Institutional Bidders are as under: (Before technical rejections)
The under subscribed portion of 1,796,720 shares in QIB category has been spilled over to Retail and NIB category in the ratio of 70:30.
The Basis of Allocation was finalized in consultation with BSE on October 12,2011.
A. Allocation to Retail Individual Investors (After Technical Rejections) including ASBA Applications
The Basis of Allocation to the Retail Individual Investors, who have bid at cut-off or at the Issue Price of Rs.155 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 1.0029 times. The total number of shares allotted in Retail Individual Investor category is 3,620,204 Equity Shares to 4,368 successful applicants. As per the Red Herring Prospectus, the spill over portion from QIB Category (1,257,704 Equity Shares) were allotted on proportionate basis. The category-wise details of the Basis of Allotment are (sample) as under:
B. Allocation to Non Institutional Investors (After Technical Rejections). All the applications in this category were made under the ASBA process.
The Basis of Allocation to the Non-Institutional Investors, who have bid at the Issue Price of Rs. 155 per Equity Share, was finalized in consultation with BSE. This category has been over subscribed to the extent of 1.0115 times. The total number of Equity Shares allotted in this category is 1,551,516 Equity Shares to 21 successful applicants. As per the Red Herring Prospectus, the spill over portion from QIB Category (539,016 Equity Shares) were allotted on proportionate basis. The category-wise details of the Basis of Allotment are as under:
C. Allocation to QIBs (After Technical Rejections). All the applications in this category were made under the ASBA process.
Allocation to QIBs has been done on firm basis in consultation with BSE. As per the SEBI regulations, Mutual Funds and other QIBs were allocated the available shares (1,578,280 Equity Shares) to the successful applicants.
The under subscribed portion of 1,796,720 Equity Shares have been spilled over to Non-Institutional and Retail Category.
The Board of Directors of the company at it's Meeting held on October 13,2011, has taken on record the basis of allocation of shares approved by the Designated Stock Exchange viz. BSE, Mumbai, of the Issue and has authorized the Corporate Action for the transfer/ credit of the shares to various successful applicants. The CAN-cum-Ref und Orders and allotment advice and/ or notices have been dispatched on October 14,2011 to the address of the investors as registered with the depositories. In case the same is not received within ten days, investors may contact at the address given below. The Refund Orders have been over-printed with the Bank Account details as registered, if any, with the depositories. Further, the instruction to the SCSBs for unblocking of funds has been sent by the Registrar to the Issue on October 13,2011 .The Company has filed the Listing Applications with BSE and NSE on October 14,2011. The shares allocated to successful applicants have being credited to their beneficiary accounts subject to validation of the account details with the depositories concerned.
APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (ASBA): Investors may apply through the ASBA process. ASBA can be availed by all the investors except Anchor Investors. Qualified Institutional Buyers and Non-Institutional Bidders have to compulsorily apply through ASBA. The investor is required to fill the ASBA Form and submit the same to their SCSB or to the members of the Syndicate, including sub-syndicate members, (who would forward the ASBA Form to the respective SCSBs after placing the Bid on behalf of the investor). On receipt of the application directly or through the members of the Syndicate, including sub-syndicate members, the SCSB, in turn will block the Bid Amount in the ASBA Account as per the authority contained in ASBA Form and undertake other tasks as per the specified procedure. On Allotment, amount will be unblocked and account will be debited only to the extent required to be paid for Allotment of Equity Shares. Hence, there will be no need of refunds. ASBA Forms can also be downloaded from the websites of BSE and NSE. ASBA Form can be obtained from the list of SCSBs that is available on the website of SEBI at www.sebi.gov.in. For details about ASBA, please refer to the details given in ASBA Form, abridged prospectus and the section "Issue Procedure" beginning on page 437 of the Prospectus.
INVESTORS PLEASE NOTE