Varun Beverages Limited, is one of the largest franchisee in the world (outside USA) of carbonated soft drinks (“CSDs”) and non-carbonated beverages (“NCBs”) sold under trademarks owned by PepsiCo, has filed a Draft Red Herring Prospectus (“DRHP”) for public offering of up to 25,000,000 Equity Shares of face value of Rs. 10 each (“Equity Shares”) of Varun Beverages Limited (“the Company” or the “Issuer”) for cash at a price(Retail Discount of Rs. [•] to the Offer Price may be offered to the Retail Individual Bidders and the Eligible Employees Bidding in the Employee Reservation Portion) of Rs. [•] per Equity Share (including a share premium of Rs. [•] per Equity Share) aggregating up to Rs. [•] million (the “Offer”) consisting of a fresh issue of up to 15,000,000 equity shares aggregating up to Rs. [•] million (the “Fresh Issue”) and an Offer for sale of up to 5,000,000 Equity Shares by Varun Jaipuria aggregating up to Rs. [•] million and up to 5,000,000 equity shares by Ravi Kant Jaipuria & Sons (HUF) aggregating up to Rs. [•] million (“Offer for Sale”, and Varun Jaipuria and Ravi Kant Jaipuria & Sons (HUF) collectively, “the Selling Shareholders”). The Offer comprises a net Offer to the Public of [•] Equity Shares (the “Net Offer”) and a reservation of [•] Equity Shares aggregating up to Rs. [•] million for subscription by Eligible Employees (as defined herein), not exceeding 5% of the Post Offer Paid Up Equity Share Capital (the “Employee Reservation Portion”). The Offer will constitute [•] % of the Post Offer Paid-Up Equity Share Capital and the Net Offer will constitute [•] % of the Post Offer Paid-Up Equity Share Capital.
The Face Value of Equity Shares is Rs.10 each. The Price Band, Rupee amount of the discount , if any, to the Retail Individual Bidders and the Eligible Employees Bidding in the Employee Reservation Portion (the “Retail Discount”) and the Minimum Bid Lot will be decided by the Company in consultation with Selling Shareholders, the GCBRLMs and the BRLM and will be advertised in [•] (a widely circulated English national daily newspaper) and [•] (a widely circulated Hindi national daily newspaper with wide circulation in New Delhi) at least five Working Days prior to the Bid/Offer Opening Date and shall be made available to the BSE Limited (“BSE”) and the National Stock Exchange Limited (“NSE”, and together with BSE, the “Stock Exchanges”) for uploading on their respective websites.
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Offer for at least 10% of the post-Offer paid-up Equity Share capital of the Company. In accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), the Offer is being made through the Book Building Process wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that the Company, in consultation with the Selling Shareholders, the GCBRLMs and the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis.
One-third of the Anchor Investor Portion 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. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (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 Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% 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. All potential Bidders, other than Anchor Investors, shall mandatorily participate in the Offer through an Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). Anchor Investors are not permitted to participate in the Anchor Investor Portion through ASBA process.
The Global Coordinators and Book Running Lead Managers (“GCBRLMs”) to the Offer are Kotak Mahindra Capital Company Limited, Axis Capital Limited and CLSA India Private Limited (formerly known as CLSA India Limited). The Book Running Lead Manager (“BRLM”) to the Offer is YES Securities (India) Limited. The Equity Shares are proposed to be listed on the Stock Exchanges.