Nazara Technologies public offer to open on March 17

NAZARA Technologies Limited (the Company), leading India based diversified gaming and sports media platform with a presence in India and across emerging and developed global markets such as Africa and North America, and offerings across the interactive gaming, eSports and gamified early learning ecosystems including World Cricket Championship (WCC) and CarromClash in mobile games, Kiddopia in gamified early learning, Nodwin and Sportskeeda in eSports and eSports media, and Halaplay and Qunami in skill-based, fantasy and trivia games, will open the initial public offer of equity shares of the face value of ₹4 each (“Equity Shares” and such initial public offer, the “Offer”) on  March 17, 2021. The Offer will close on March 19, 2021. The Price Band of the Offer has been fixed at ₹1,100 to ₹1,101 per Equity Share.

Risks to Investors:

·         The Four Book Running Lead Managers associated with the Offer have handled 29 public issues in the past three years out of which 10 closed below the issue price on listing date.

·         The Price/Earnings of Nifty Fifty as on March 10, 2021, is 41.33. The Price/Earnings Ratio of the company cannot be computed as both basic and diluted EPS for the financial year ended for March 31, 2020, are negative.

·         Average Cost of acquisition of Equity Shares by the Selling Shareholders ranges from ₹ Nil to ₹730.95.

·         Weighted Average Return on Net Worth for Fiscals 2020, 2019 and 2018 is 1.30 per cent.

The Offer comprises initial public offering of up to 5,294,392 equity shares of face value of ₹4 each (“Equity Shares”) of Nazara Technologies Limited (“Company” or “Issuer”), through an offer for sale of by the selling shareholders, comprising of up to 1,267,435 equity shares by IIFL Special Opportunities Fund, up to 1,036,286 equity shares by IIFL Special Opportunities Fund – Series 4, up to 873,989 equity shares by IIFL Special Opportunities Fund – Series 5, up to 816,804 equity shares by IIFL Special Opportunities Fund – Series 2, up to 691,900 equity shares by Mitter Infotech LLP (the “Promoter Selling Shareholder”), up to 393,349 equity shares by IIFL Special Opportunities Fund – Series 3, (IIFL Special Opportunities Fund, IIFL Special Opportunities Fund – Series 4, IIFL Special Opportunities Fund – Series 5, IIFL Special Opportunities Fund – Series 2 and IIFL Special Opportunities Fund – Series 3 together, referred to as the “Investor Selling Shareholders”), up to 150,000 equity shares by Good Game Investment Trust, up to 25,000 equity shares by Seedfund 2 International, up to 23,725 equity shares by Porush Jain, up to 14,959 equity shares by Azimuth Investments Limited and up to 945 equity shares by Seedfund 2 India (Good Game Investment Trust, Seedfund 2 International, Porush Jain, Azimuth Investments Limited and Seedfund 2 India together, referred to as the “Other Selling Shareholders, and together with the Promoter Selling Shareholder and the Investor Selling Shareholders, referred to as the “Selling Shareholders”). This offer includes a reservation aggregating up to ₹20 million for purchase by eligible employees (the “Employee Reservation Portion”). The offer less the employee reservation portion is hereinafter referred to as the “Net Offer”. The Company, the Promoter Selling Shareholder and the Investor Selling Shareholders in consultation with the BRLMs, may offer a discount of up to 10.00 per cent to the Offer Price (₹110 per share) to Eligible Employees Bidding in the Employee Reservation Portion (“Employee Discount”).

Bids can be made for a minimum of 13 Equity Shares and in multiples of 13 Equity Shares thereafter.

The Offer is being made through the Book Building Process, 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 and in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75 per cent of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, the Promoter Selling Shareholder and the Investor Selling Shareholders in consultation with the BRLMs may allocate up to 60 per cent of the QIB Portion to Anchor Investors on a discretionary basis. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. 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. Five per cent 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. However, if the aggregate demand from Mutual Funds is less than five per cent of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs.

Further, not more than 15 per cent of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10 per cent of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them 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 required to mandatorily utilise the Application

Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account (including UPI ID for RIBs using UPI Mechanism), in which the corresponding Bid Amounts will be blocked by the SCSBs or the Sponsor Bank, as applicable. Anchor Investors are not permitted to participate in the Offer through the ASBA process.

ICICI Securities Limited, IIFL Securities Limited (in compliance with the proviso to Regulation 21A of the SEBI (Merchant Bankers) Regulations, 1992, IIFL Securities Limited will be involved only in marketing of the Offer), Jefferies India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited are the Book Running Lead Managers to the Offer.

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