Angel Broking Limited
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THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OR SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. ANGEL BROKING LIMITED Our Company was originally incorporated on August 8, 1996 as M. BNL. Securities Private Limited, a private limited company, under the Companies Act, 1956, with the RoC. Thereafter, our Company was converted from a private limited company to a deemed public company, pursuant to Section 43A of the Companies Act, 1956, and consequently, the term “private” was deleted by the RoC from the name of our Company with effect from March 15, 1997. Thereafter, our Company was converted from a deemed public company to a private limited company and consequently, the name of our Company was changed to M. BNL. Securities Private Limited and the term “private” was added by the RoC to the name of our Company with effect from June 17, 2003. Subsequently, the name of our Company was changed to Angel Infin Private Limited pursuant to a special resolution passed by our Shareholders on March 15, 2005 and a fresh certificate of incorporation consequent to the change of name was issued by the RoC on March 31, 2005. Further, the name of our Company was changed to Angel Global Capital Private Limited pursuant to a special resolution passed by our Shareholders on December 16, 2008 and a fresh certificate of incorporation consequent to the change of name was issued by the RoC on January 22, 2009. Thereafter, the name of our Company was changed to Angel Broking Private Limited pursuant to an order of the High Court of Bombay dated March 2, 2012 approving the scheme of amalgamation between Angel Broking Limited, an erstwhile wholly owned subsidiary of our Company and our Company (erstwhile Angel Global Capital Private Limited), and such change was approved pursuant to a special resolution passed by our Shareholders on May 2, 2012 and a fresh certificate of incorporation consequent to the change of name was issued by the RoC on May 16, 2012. Subsequently, our Company was converted from a private limited company to a public limited company pursuant to a special resolution passed by the Shareholders of our Company on June 22, 2018 and the name of our Company was changed to Angel Broking Limited. A fresh certificate of incorporation consequent to the conversion of the Company to a public limited company was issued by the RoC on June 28, 2018. For further details, please see the section entitled “History and Certain Corporate Matters” on page 165 of the Draft Red Herring Prospectus. Registered Office: G-1, Ground Floor, Akruti Trade Centre, Road No. 7, MIDC, Andheri (East), Mumbai 400 093; Tel: +91 22 4000 3600; Fax: +91 22 2835 8811 Corporate Office: Unit 601, 6th Floor, Akruti Star, Central Road, MIDC, Andheri (East), Mumbai 400 093; Tel: +91 22 3935 7600; Fax: +91 22 3935 7699 Contact Person: Naheed Patel, Company Secretary and Compliance Officer E-mail: [email protected]; Website: www.angelbroking.com Corporate Identity Number: U67120MH1996PLC101709 ADDENDUM TO THE DRAFT RED HERRING PROSPECTUS DATED SEPTEMBER 3, 2018: NOTICE TO INVESTORS (THE “ADDENDUM”) THIS IS IN RELATION TO THE INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF ANGEL BROKING LIMITED (“OUR COMPANY”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ 6,000.00 MILLION COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹ 3,000.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 208.35 MILLION BY ASHOK D. THAKKAR AND OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 31.25 MILLION BY SUNITA A. MAGNANI (TOGETHER, THE “PROMOTER SELLING SHAREHOLDERS”), OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,200.02 MILLION BY IFC (THE “INVESTOR SELLING SHAREHOLDER”) AND OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,560.38 MILLION BY THE INDIVIDUAL SELLING SHAREHOLDERS (TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS AND THE INVESTOR SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”) AGGREGATING UP TO ₹ 3,000.00 MILLION (THE “OFFER FOR SALE”, TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER WILL CONSTITUTE AT LEAST [●]% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL*. * Subject to requirements of the SEBI ICDR Regulations, if the Company and the Investor Selling Shareholder, in consultation with the BRLMs, decide to increase the Offer size between the filing of this Draft Red Herring Prospectus with SEBI and the Red Herring Prospectus with the RoC, any such increase in the Offer size shall not exceed ₹ 300.00 million and such increase in Offer size will be achieved by increasing the number of Equity Shares to be sold by the Investor Selling Shareholder in the Offer. Bidders may note the following: 1. The Draft Red Herring Prospectus currently includes details of the industry in which the Company operates as of August, 2018. Due to lapse of time, current market and economic conditions and evolving trends in the broking industry and other considerations including the global outbreak of the COVID-19 pandemic, the section entitled “Industry Overview” has been updated to provide a description of the industry in which the Company operates as of the date of this Addendum. 2. The Draft Red Herring Prospectus currently includes details of the business of the Company as of September 3, 2018. Due to lapse of time, current market and economic conditions and updates in relation to the business of the Company and other considerations including the global outbreak of the COVID-19 pandemic, the section entitled “Our Business” has been updated to provide a description of the business of the Company as of the date of this Addendum. Bidders may note that in order to assist the Bidders get a complete understanding of the updated information, the sections “Forward-Looking Statements”, “Industry Overview” and “Our Business” have been included in this Addendum. The above is to be read in conjunction with the Draft Red Herring Prospectus. The information in this notice supplements the Draft Red Herring Prospectus and updates the information in the Draft Red Herring Prospectus, as applicable. Please note that the changes pursuant to this Addendum will be appropriately included in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC. All capitalised terms used in this notice shall, unless the context otherwise requires, have the meaning ascribed to them in the Draft Red Herring Prospectus. On behalf of Angel Broking Limited Sd/- Naheed Patel Place: Mumbai Date: July 17, 2020 Company Secretary and Compliance Officer BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER ICICI Securities Limited Edelweiss Financial Services Limited SBI Capital Markets Limited Link Intime India Private Limited ICICI Centre 14th Floor, Edelweiss House 202, Maker Tower ‘E’ C-101, 1st floor, 247 Park H.T. Parekh Marg Off CST Road Cuffe Parade Lal Bahadur Shastri Maarg Churchgate Kalina Mumbai 400 005 Vikhroli (West) Mumbai 400 020 Mumbai 400 098 Tel: +91 22 2217 8300 Mumbai 400 083 Tel: +91 22 2288 2460 Tel: +91 22 4009 4400 Fax: +91 22 2218 8332 Tel: +91 22 4918 6200 Fax: +91 22 2282 6580 Fax: +91 22 4086 3610 E-mail: [email protected] Fax: +91 22 4918 6195 E-mail: [email protected] E-mail: [email protected] Investor Grievance E-mail: E-mail: [email protected] Investor Grievance E-mail: Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected] [email protected] Website: www.sbicaps.com [email protected] Website: www.icicisecurities.com Website: www.edelweissfin.com Contact Person: Karan Savardekar Website: www.linkintime.co.in Contact Person: Arjun Mehrotra/Rupesh Khant Contact Person: Pradeep Tewani SEBI Registration No.: INM000003531 Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INM000011179 SEBI Registration No.: INM0000010650 SEBI Registration No.: INR000004058 BID/OFFER PROGRAMME BID/OFFER OPENS ON: [●](1) BID/OFFER CLOSES ON: [●](2) TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS ............................................................................................................................... 1 INDUSTRY OVERVIEW ......................................................................................................................................................... 3 OUR BUSINESS ...................................................................................................................................................................... 57 DECLARATION ..................................................................................................................................................................... 73 FORWARD-LOOKING STATEMENTS This Addendum contains certain “forward-looking statements”, based on our current plans, estimates, presumptions and expectations. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking