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TBO TEK LIMITED – INITIAL PUBLIC OFFERING OPENS ON 08th May, 2024

May 03rd, 2024: TBO Tek Limited (“The Company or “TBO), shall open bids for its initial public offering of Equity Shares on Wednesday, May 08th, 2024. The Offer will close on Friday May 10th, 2024. The Anchor Investor Bidding Date shall be on Tuesday May 07th, 2024.

The Price Band of the Offer has been fixed at ₹ 875 to ₹ 920 per Equity Share. Bids can be made for a minimum of 16Equity Shares and in multiples of 16 Equity Shares thereafter(“Price Band”).

The Offer comprises of fresh issue of Equity Shares aggregating to ₹ 4,000.00 million [400.00 Crore] (the “Fresh Issue”) and an Offer of Sale by certain shareholders of up to 12,508,797 Equity Shares (the “Offer for Sale”, and together with the Fresh Issue, the “Offer”) (“Total Offer Size”).

The Company proposes to utilized net proceeds of the Fresh Issue portion of the Offer towards (i) Growth and Strengthening of its platform by adding new Buyers (defined below) and Suppliers which shall include (a) 1,350.00million [135 crore] towards investment in technology and data solutions by the Company, (b) 1,000.00 million [100 crore] towards investment in its Material Subsidiary, Tek Travels DMCC, for onboarding platform users through marketing and promotional activities, and hiring sales and contracting personnel for augmenting the Supplier and Buyers based outside India, (c) 250.00 million [ 25 crore] investment in sales, marketing and infrastructure to support organization’s growth plans in India; and (ii) Unidentified inorganic acquisitions and towards general corporate purpose amounting to 400.00 million [40.00 crore]. (“Objects of the Offer”)

The Offer for Sale comprises of up to 2,033,944 Equity Shares by Gaurav Bhatnagar, up to 572,056 Equity Shares by Manish Dhingra, up to 2,606,000 Equity Shares by LAPTravel Private Limited (collectively referred to as “Promoter Selling Shareholders”); up to 2,637,040 Equity Shares by TBO Korea Holdings Limited and up to 4,659,757 Equity Shares by Augusta TBO (Singapore) Pte. Ltd. (together referred to as the “Investor Selling Shareholders”). (ThePromoter Selling Shareholders and Investor Selling Shareholders, together referred to as the “Selling Shareholders”)

The Offer includes a reservation of up to ₹ 30 million [3 crore] for subscription by eligible employees (“Employee Reservation Portion”).

The Equity Shares are being offered through the red herring prospectus dated April 28, 2024 (“Red Herring Prospectus” or “RHP”) filed with the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”).  

For complete details please refer to the RHP and the statutory advertisement dated May 02, 2024 issued by the Company and published on May 03, 2024 in all editions of Financial Express (an English national daily newspaper) and Jansatta (a Hindi national daily newspaper, Hindi also being the regional language of New Delhi, where the registered office of the Company is located).  

The TBO platform connects over 159,000 Buyers across more than 100 countries with over one million Suppliers, as of December 31, 2023. TBO supports a wide range of currencies along with forex assistances (Source: 1Lattice Report).

TBO simplifies the business of travel for suppliers such as hotels, airlines, car rentals, transfers, cruises, insurance, rail and others (collectively, “Suppliers”), and retail buyers such as travel agencies and independent travel advisors (“Retail Buyers”); and enterprise buyers that include tour operators, travel management companies, online travel companies, super-apps and loyalty apps (together with Retail Buyers, Buyers”) through their two-sided technology platform that enables Suppliers and Buyers to transact seamlessly with each other. TBO’s platform allows the large and fragmented base of Suppliers to display and market inventory to, and set prices for, the large and fragmented global Buyer base. For Buyers, the platform is an integrated, multi-currency and multi-lingual one-stop solution that helps them discover and book travel for destinations worldwide, across various travel segments such as leisure, corporate and religious travel.

Axis Capital Limited, Goldman Sachs (India) Securities Private Limited, Jefferies India Private Limited and JM Financial Limited are the Book Running Lead Managers tothe Offer (“BRLMs”).

All capitalized terms referred to in this press release that have not been defined shall have the same meaning as prescribed in the RHP.

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”). The Offer is being made in accordance with Regulation 6(2) of the SEBI ICDR Regulations and through a book building process wherein not less than 75% of the Net Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”). The Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, 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”), out of which at least one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. 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 (defined hereinafter).

However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation will be added to the remaining QIB Portion for proportionate allocation to QIBs.

Further, 5% of the Net QIB 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 more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders out of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹ 0.20 million and up to ₹ 1.00 million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹ 1.00 million rupees, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders  in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price.

All potential Bidders, other than Anchor Investors, are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID) in case of UPI Bidders in which the corresponding Bid Amount will be blocked by the SCSBs under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 429 of the RHP.

Disclaimer:

TBO Tek Limited is proposing, subject to, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with the RoC on April 29, 2024in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. The Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated March 7, 2024.

The RHP is available on the website of the Company at www.tbo.com, website of the SEBI at www.sebi.gov.in, as well as on the websites of the BRLMs, i.e. Axis Capital Limited, Goldman Sachs (India) Securities Private Limited, Jefferies India Private Limited and JM Financial Limited at www.axiscapital.co.in, www.goldmansachs.com, www.jefferies.com and www.jmfl.com, respectively and the websites of NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see Risk Factorson page 28 of the RHP. For details of the material contracts and documents that will be available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 458 of the Red Herring Prospectus. Potential investors should not rely on the DRHP, but only on the RHP, for making any investment decision.  

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or any state securities laws in the United States, and unless so registered, and 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 U. S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. There will be no public offering of Equity Shares in the United States.

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