Bid/ Offer period to open on Wednesday, December 2, 2020
· Price band fixed at Rs 59 to Rs 60 per equity share of face value of Rs. 10 each
· Bid/ Offer period to remain open from Wednesday, 2nd December, 2020 to Friday, 4th December 2020
Mumbai, November 27, 2020: Burger King India Limited (the “Company’), one of the fastest growing international QSR chains in India during the first five years of operations based on number of restaurants. (Source: Technopak), will open the Bid/ Offer period in relation to its initial public offer of equity shares of face value of Rs. 10 each (“Equity Shares” and such initial public offer, the “Offer”) on Wednesday, December 2, 2020. The Bid/ Offer period will close on Friday, December 4, 2020. The price band of the Offer has been fixed at Rs 59 to Rs 60per Equity Share.
The initial public offering comprises of a fresh issue of Equity Shares aggregating up to Rs. 4,500 million* by the company (“Fresh Issue”) and an offer for sale of up to 60,000,000 Equity Shares by QSR Asia Pte. Ltd. (“Promoter Selling Shareholder”) (“Offer for Sale”, and together with the fresh issue, “Offer”).
The company has undertaken a pre-ipo placement by way of a: (i) Rights Issue of 1,32,00,000 equity shares to the Promoter Selling Shareholder for cash at a price of Rs. 44 per equity share
aggregating to Rs. 580.80 million pursuant to the resolution of the board dated May 23, 2020; and (ii) Preferential allotment of 15,712,820 Equity Shares to AIL for cash at a price of Rs. 58.50 per equity share aggregating to Rs. 919.20 million, in consultation with the BRLMs, pursuant to the resolution of the board dated November 18, 2020. The size of the fresh issue of up to Rs. 6,000 million has been reduced by Rs. 1,500 million pursuant to the pre-IPO placement, and accordingly, the fresh issue size is up to Rs. 4,500 million.
Bids can be made for a minimum of 250 Equity Shares and in multiples of 250 Equity Shares thereafter.
The Offer is being made 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, as amended (“SEBI ICDR Regulations”). This Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (“QIB Portion”), provided that the Company and the Promoter Selling Shareholder in consultation with the BRLMs 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 the 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. If at least 75% of the Offer cannot be Allotted to QIBs, the Bid Amounts received by the Company shall be refunded.
Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders, other than Anchor Investors, are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts (including UPI ID in case of RIBs, if applicable) which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA Process.
The Net Proceeds from the Fresh Issue are proposed to be utilised for funding roll out of new Company-owned Burger King Restaurants by way of: (i) Repayment or prepayment of outstanding borrowings of the Company obtained for setting up of new Company-owned Burger King Restaurants; and (ii) Capital expenditure incurred for setting up of new Company-owned Burger King Restaurants, and for general corporate purposes.
The Equity Shares offered in this Offer are proposed to be listed at both BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”) post the listing. For the purpose of the Offer, BSE is the Designated Stock Exchange.
Kotak Mahindra Capital Company Limited, CLSA India Private Limited, Edelweiss Financial Services Limited and JM Financial Limited are the Book Running Lead Managers to the Offer.
All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Red Herring Prospectus dated November 25, 2020 (“RHP”).
BURGER KING INDIA LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed the RHP with the Registrar of Companies, Maharashtra at Mumbai. The RHP shall be available on the website of SEBI at http://www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at http://www.bseindia.com and http://www.nseindia.com, respectively ,and is available on the websites of the BRLMs i.e. Kotak Mahindra Capital Company Limited, CLSA India Private Limited, Edelweiss Financial Services Limited and JM Financial Limited, at http://www.investmentbank.kotak.com, http://www.india.clsa.com,www.edelweissfin.com and http://www.jmfl.com, respectively. should note that investment in equity shares involves a high degree of risk and for Bidders details relating to the same, please see the section titled “Risk Factors” on page 19 of the RHP.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) to “qualified institutional buyers” (as defined in Rule 144A under the U.S.Securities Act), in transactions exempt from, or not subject to the requirements of the US Securities Act.
The Company was incorporated as “Burger King India Private Limited” under the Companies Act, 1956 at Mumbai, pursuant to a certificate of incorporation dated November 11, 2013, issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”). Subsequently, the Company was converted into a public limited company, the word ‘private’ was struck off from the name of the Company and consequently, a fresh certificate of incorporation dated September 25, 2019 was issued by the RoC, recording the change of the Company’s name to ‘Burger King India Limited’. For details of changes in the Registered Office, see “History and Certain Corporate Matters – Changes in the Registered Office” on page 149 of the Red Herring Prospectus dated November 25, 2020 (“RHP”). Registered and Corporate Office: Unit Nos.1003 to 1007, 10 Floor, Mittal Commercia, Asan Pada Rd, Chimatpada, Marol, Andheri (E), Mumbai, Maharashtra, 400 059; Tel: +91 22 7193 3047 Contact Person: Madhulika Rawat, Company Secretary and Compliance Officer; Tel: +91 22 7193 3047; E-mail:firstname.lastname@example.org; Website:www.burgerkingindia.in; Corporate Identity Number:U55204MH2013FLC249986
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”): SEBI only gives its observations on the offer documents and this does not constitute approval of either the Issue or the specified securities stated in the offer document. The investors are advised to refer to page [●] of the RHP for the full text of the Disclaimer Clause of SEBI.
Disclaimer clause of BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the RHP has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the RHP. The investor is advised to refer to the page [●] of the RHP for the full text of the disclaimer clause of the BSE Limited.
Disclaimer clause of NSE (the Designated Stock Exchange): It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the offer document. the investors are advised to refer to page 323 of the RHP for the full text of the disclaimer clause of NSE.
CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of the Company, investors are requested to see “History and Certain Corporate Matters” on page [●] of the RHP. The Memorandum of Association of the Company is a material document for inspection in relation to the Issue. For further details, see “Material Contracts and Documents for Inspection” on page [●] of the RHP.
LIABILITY OF THE MEMBERS OF THE COMPANY: Limited by shares.
Amount of share capital of the Company and capital structure: The authorised, issued, subscribed and paid up share capital
of the Company as on the date of the RHP is as follows: The authorised share capital of the Company is ` 5,050,000,000 Equity
Share capital divided into 505,000,000 EquityShares of`10 each.The pre-Offerissued, subscribed and paid-up share capital of the
3,066,546,050 divided into 306,654,605 Equity Shares of face value of 10 each. For details, please see the
section titled “Capital Structure” beginning on page 64 of the RHP
Names of signatories to the Memorandum of Association of the Company and the number of Equity Shares subscribed
by them: The names of the signatories of the Memorandum of Association of our Company are QSR Asia Pte. Ltd. and Ashutosh
Arvind Lavakare subscribed for 9,999 equity shares and 1 equity share respectively of face value of ` 10 per equity share as
AVAILABILITYOF THE RHP: Investors are advised to refer to the RHPand the Risk Factors on page 19 of the RHP, contained therein before applying in the Offer. Full copy of the RHPis available on the website of SEBI at http://www.sebi.gov.in, website of the BRLMs, i.e. at http://www.investmentbank.kotak.com, http://www.india.clsa.com, http://www.edelweissfin.com, http://www.jmfl.com, respectively and on the websites of BSE and NSE at http://www.bseindia.com and http://www.nseindia.com, respectively. AVAILABILITYOF BID CUM APPLICATION FORMS: Bid cum Application Forms can be obtained from the Registered and Corporate Office of Burger King India Limited, Tel: +91 22 7193 3047;BRLMs : Kotak Mahindra Capital Company Limited, Tel: +91 22 4336 0000, CLSAIndia Private Limited, Tel: +91 22 6650 5050, Edelweiss Financial Services Limited, Tel: +91 22 4009 4400, JM Financial Limited, Tel: +91 22 6630 3030 and Syndicate Members : Kotak Securities Limited, Tel: +91 22 6218 5470, Edelweiss Broking Limited, Tel: +91 22 4063 5569 / +91 22 4063 5411, JM Financial Servicesy Limited, Tel: +91 22 6136 3400, at the select locations of the Sub-syndicate Members (as given below), SCSBs, Registered Brokers, RTAs and CDPs participating in the Offer. Bid Cum Application Forms will also be available on the websites of BSE and NSE and the Designated Branches of SCSBs, the list of which is available at websites of the Stock Exchanges and SEBI. Sub-Syndicate Members: Amrapali Capital & Finance Services Ltd., Anand Rathi Share & Stock Brokers Ltd., Axis Capital Limited, Bajaj Financial Securities Ltd., Centrum Broking Limited, Dalal & Broacha Stock Broking Private Limited, Eurekha Stock & Share Broking Ltd., HDFC Securities Limited, ICICI Securities Limited, IDBI Capital Markets and Securities Ltd., JM Financial Services Limited, Jobanputra Fiscal Services Private Limited, KJMC Capital Market Services Limited, LKP Securities Limited, Motilal Oswal Securities Limited, Prabhudas Lilladher Pvt Ltd., Pravin Ratilal Share and Stock Brokers Limited, Religare Broking Ltd., RKSV Securities Limited, RR Equity Brokers Private Limited, SBICAP Securities Ltd., Sharekhan Ltd., SMC Global Securities Ltd., Systematix Shares & Stocks (I) Limited, Tarun Sethia, Tradebulls Sec Pvt Ltd., Viren M Shah, YES Securities (India) Limited, Zerodha Broking Limited. Banker to the Offer/ Escrow Collection Bank/ Refund Bank/ Public Offer Bank/ Sponsor Bank : ICICI Bank Limited