FSN E-Commerce Ventures Ltd. (Nykaa) Initial Public Offer to open on October 28, 2021

  • Price Band fixed at Rs. 1,085 to Rs. 1,125 per equity share of the face value of Rs. 1 each of  FSN E-Commerce Ventures Limited  (“Equity Shares”)
  • Bid /Offer Opening Date – October 28, 2021, and Bid/ Offer Closing Date – November 1, 2021

Mumbai, October 25, 2021: FSN E-Commerce Ventures Limited (“Company”), to open its Bid/Offer period in relation to its initial public offering (“Offer”) on October 28, 2021.

The Price Band of the offer has been fixed at Rs. 1,085 to Rs. 1,125 per Equity Share. Bids can be made for a minimum of 12 Equity Shares and in multiples of 12 Equity Shares thereafter.

The Offer comprises a fresh issue of Equity Shares aggregating up to Rs. 630 crores (“Fresh Issue”) and an offer for sale of up to 41,972,660 Equity Shares being offered by the selling shareholders (“Offer for Sale”).

The offer includes a reservation of up to 250,000 Equity Shares for purchase by eligible employees (“Employee Reservation Portion”).

This is an Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in terms of Regulation 6(2) of the SEBI ICDR Regulations, wherein at least 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”), provided that our Company, in consultation with the Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from 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.

Nykaa Management
Nykaa Management

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 Net 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. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIB”) in accordance with the 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 applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are mandatorily required to utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID in case of RIBs using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA Process.

For details, see “Offer Information” beginning on page 446 of the Red Herring Prospectus.

The Equity Shares offered through Red Herring Prospectus are proposed to be listed on BSE and NSE.


 FSN E-COMMERCE VENTURES 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 dated October 20, 2021, with the RoC and thereafter with SEBI and the Stock Exchanges. The RHP shall be available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the GCBRLMs, i.e. Kotak Mahindra Capital Company Limited and Morgan Stanley India Company Private Limited at http://investmentbank.kotak.com and www.morganstanley.com, respectively and the websites of BRLMs, i.e. BofA Securities India Limited, Citigroup Global Markets India Private Limited, ICICI Securities Limited and JM Financial Limited at www.ml-india.comwww.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm,www.icicisecurities.com and www.jmfl.com, respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled “Risk Factors” on page 44 of the RHP. Potential investors should not rely on the DRHP dated August 1, 2021, filed with SEBI for making any investment decision.

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 (“U.S. Securities Act”), or any state law of 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, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) under Section 4(a) of the U.S. Securities Act, and (ii) outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of Equity Shares in the United States.

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