Route Mobile Limited – Corrigendum
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This is a public announcement for information purposes only and is not a prospectus announcement. This does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India. ROUTE MOBILE LIMITED Route Mobile Limited (“our Company” or “the Company” or “the Issuer”) was incorporated as ‘Routesms Solutions Private Limited’, a private limited company under the Companies Act, 1956 on May 14, 2004 at Mumbai, Maharashtra. Subsequently, upon conversion to a public limited company pursuant to a special resolution of the shareholders of our Company dated February 15, 2007 the name of our Company was changed to ‘Routesms Solutions Limited’ and a fresh certificate of incorporation was issued by the RoC on April 17, 2007. The name of our Company was subsequently changed to ‘Route Mobile Limited’ pursuant to a special resolution of the shareholders of our Company dated March 8, 2016, and a fresh certificate of incorporation was issued by the RoC on March 16, 2016. For further details, including details of change in registered office of our Company, see “History and Certain Corporate matters” on page 156 of the red herring prospectus dated September 2, 2020 ("RHP" or "Red Herring Prospectus"). Registered and Corporate Office: 4th Dimension, 3rd Floor, Mind Space, Malad (West), Mumbai 400 064, Maharashtra, India. Contact Person: Rathindra Das, Head Legal, Company Secretary and Compliance Officer, Telephone: +91 22 4033 7676; E-mail: [email protected]; Website: www.routemobile.com; Corporate Identity Number: U72900MH2004PLC146323 OUR PROMOTERS: SANDIPKUMAR GUPTA AND RAJDIPKUMAR GUPTA INITIAL PUBLIC OFFERING OF UP TO [•] EQUITY SHARES OF FACE VALUE ` 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE INCLUDING A PREMIUM OF ₹ [•] PER EQUITY SHARE (“OFFER PRICE”), AGGREGATING UP TO ` 6,000.00 MILLION (“OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF UP TO [•] EQUITY SHARES AGGREGATING UP TO ` 2,400.00 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [•] EQUITY SHARES AGGREGATING UP TO ₹ 3,600.00 MILLION BY THE SELLING SHAREHOLDERS BEING THE PROMOTERS, INCLUDING UP TO [•] EQUITY SHARES AGGREGATING UP TO ` 1,800.00 MILLION BY SANDIPKUMAR GUPTA AND UP TO [•] EQUITY SHARES AGGREGATING UP TO ` 1,800.00 MILLION BY RAJDIPKUMAR GUPTA (“OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE UP TO [•] % OF THE FULLY DILUTED POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. QIB Portion: Not more than 50% of the Offer | Retail Portion: Not less than 35% of the Offer Non-Institutional Portion: Not less than 15% of the Offer Price Band: ` 345 to ` 350 per Equity Share of face value of `10 each. The Floor Price is 34.5 times the face value of the Equity Shares and the Cap Price is 35 times the face value of the Equity Shares. Bids can be made for a minimum of 40 Equity Shares and in multiples of 40 Equity Shares thereafter. Risks to Investors: • The four Book Running Lead Managers associated with the Offer have handled 22 public issues in the past three years out of which 9 issues closed below the issue price on listing date. • The Price/Earnings ratio based on diluted EPS for Fiscal 2020 for the Issuer at the upper end of the Price Band is as high as 25.31. • Average cost of acquisition of Equity Shares for the Selling Shareholders namely Sandipkumar Gupta And Rajdipkumar Gupta is ` 0.01 per equity shares and ` 0.01 per equity shares respectively and the Offer Price at upper end of the Price Band is ` 350 per Equity Share. • Weighted Average Return on Net Worth for Fiscals 2020, 2019 and 2018 is 26.55%. *Applications Supported by Blocked Amount (ASBA) is a better way of applying to issues by simply blocking Simple, Safe, Smart way of Application!!! the fund in the bank account. For further details, check section on ASBA below. ASBA* Mandatory in public issues. No cheque will be accepted. UPl-Now available in ASBA for Retail Individual Bidders ("RIBs")**. Investors are required to ensure that the bank account used for bidding is linked to their PAN. UPI – Now available in ASBA for Retail Individual Bidders applying through Registered Brokers, DPs & RTAs. Retail Individual Bidders also have the option to submit the application directly to the ASBA Bank (SCSBs) or to use the facility of linked online trading, demat and bank account. *ASBA has to be availed by all the investors except anchor investors. UPI may be availed by RIBs. For details on the ASBA and UPI process, please refer to the details given in ASBA Form and abridged prospectus and also please refer to the section “Offer Procedure" beginning on page 407 of the RHP. The process is also available on the website of AIBI and Stock Exchanges in the General Information Document. ASBA Forms can be downloaded from the websites of BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges") and can be obtained from the list of banks that is displayed on the website of SEBI at www.sebi.gov.in. **List of banks supporting UPI is also available on the website of SEBI at www.sebi.gov.in. For the list of UPl Apps and Banks live on IPO, please refer to the link: www.sebi.gov.in. ICICI Bank Limited has been appointed as Sponsor Bank for the Offer, in accordance with the requirements of the SEBI Circular dated dated November 1, 2018. For offer related grievance investors may contact: ICICI Securities Limited – ICICI Securities Limited – Rishi Tiwari / Anurag Byas (+91 22 2288 2486) ([email protected]), Axis Capital Limited-Sagar Jatakiya-+91 22 4325 [email protected], Edelweiss Financial Services Limited – Nishita John - +91 22 40863626 – [email protected], Edelweiss Securities Limited – Madhuri Tawde - +91 22 6826 4903 - [email protected] , IDBI Capital Markets & Securities Limited – Chandresh Sharma - +91 22 2217 1700 – [email protected]. For UPI related queries, investors can contact NPCI at the toll free number: 18001201740 and Mail Id: [email protected]. BID/OFFER PROGRAMME BID/OFFER OPENS ON WEDNESDAY, SEPTEMBER 9, 2020(1) BID/OFFER CLOSES ON FRIDAY, SEPTEMBER 11, 2020(2) 1) Our Company and Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one (1) Working Day prior to the Bid/ Offer Opening Date. 2) Our Company and the Selling Shareholders may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such LIABILITY OF THE MEMBERS OF OUR COMPANY: Limited by shares. revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or AMOUNT OF SHARE CAPITAL OF OUR COMPANY AND CAPITAL STRUCTURE: As on the date of the RHP, the authorised share similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ capital of our Company is ` 1000.00 million divided into 100,000,000 Equity Shares of ` 10 each. The issued, subscribed and paid-up Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by Equity share capital of our Company before the issue is ` 500.00 million divided into 50,000,000 Equity Shares of ` 10 each. For indicating the changes on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to details of the capital structure, see “Capital Structure” on page 72 of the RHP. Designated Intermediaries and the Sponsor Bank. NAMES OF THE SIGNATORIES TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY AND THE NUMBER OF The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, EQUITY SHARES SUBSCRIBED BY THEM: The signatories to the Memorandum of Association are Sandipkumar Gupta and 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be allotted on a proportionate basis to Qualified Institutional Rajdipkumar Gupta who subscribed to 5,000 Equity Shares each Route Mobile Limited as initial subscription. For details of the share Buyers (“QIBs”) (the “QIB Portion”), provided that our Company and the Selling Shareholders in consultation with the BRLMs may capital history and capital structure of the Company see "Capital Structure" beginning on page 72 of the RHP. allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the LISTING: The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual has received ‘in-principle’ approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated November 4, Funds at or above the Anchor Investor Allocation Price.