Happiest Minds Technologies Limited, positioned as ‘Born Digital. Born Agile’, operating in the information technology industry and focusing on delivering a seamless digital experience to its customers, , will open the initial public offer of its equity shares (“Equity Shares” and such initial public offer, the “Offer”) on 7th September 2020. The Offer will close on 9th September 2020. The price band of the Offer has been fixed at Rs 165 to Rs 166 per Equity Share. The Offer comprises of fresh issue of Rs 110 Crore (“Fresh Issue”) and an offer for sale aggregating upto 35,663,585 Equity Shares (“Offer for Sale”), which includes 8,414,223 Equity Shares by Ashok Soota (the “Promoter Selling Shareholder”) and 27,249,362 Equity Shares by CMDB II (the “Investor Selling Shareholder,” together with the Promoter Selling Shareholder, the “Selling Shareholders”).
Bids can be made for a minimum of 90 Equity Shares and in multiples of 90 Equity Shares thereafter. The face value of the Equity Shares is Rs 2 each.
The Equity Shares offered in this Offer are proposed to be listed at both BSE Limited and the National Stock Exchange of India Limited (“NSE”) post the listing. For the purpose of the offer, NSE is the designated stock exchange.
ICICI Securities Limited and Nomura Financial Advisory and Securities (India) Private Limited are the book running lead managers to the Offer (“BRLMs”). KFin Technologies Private Limited is the registrar to the Offer.
The Offer is being made through the book building process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the Securities and Exchange Board of India (“Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that the Company and the Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“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 Anchor Investor allocation price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not more than 10% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily participate in the Offer only through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts (including UPI ID in case of RIIs, if applicable) which will be blocked by the SCSBs, or the bank accounts linked with the UPI ID, as applicable, to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.
HAPPIEST MINDS TECHNOLOGIES LIMITED is proposing, subject to, applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its Equity Shares and has filed a red herring prospectus dated August 28, 2020 (“RHP”) with the Registrar of Companies, Karnataka at Bangalore (“RoC”) on August 28, 2020. The RHP shall be available on the websites of SEBI, BSE and NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the BRLMs, i.e., www.icicisecurities.com and www.nomuraholdings.com/company/group/asia/india/index.html, respectively. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to the same, please see “Risk Factors” beginning on page 28 of the RHP.
The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and applicable U.S. state securities laws. The Equity Shares are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. There will be no offering of the Equity Shares in the United States.