Announcement of IPO Plans

Document Summary

Manjushree Technopack Limited ("Company") intends to evaluate raising additional capital through a proposed initial public offering ("IPO" or "Offer") of its equity shares ("Equity Shares"), which may consist of a fresh issue ("Fresh Issue") and an offer for sale by existing shareholders ("Offer for Sale," "Selling Shareholder(s)"). This is subject to approvals, market conditions, and applicable law. The Equity Shares will be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE," collectively "Stock Exchanges").

The IPO will comply with the Companies Act, 2013, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and will occur after consultation with appointed book running lead managers ("BRLMs"). The Company must file a draft red herring prospectus ("DRHP") with SEBI and the Stock Exchanges, followed by a red herring prospectus ("RHP") and prospectus ("Prospectus," collectively with the DRHP and RHP, "Offer Documents"). The Offer may include a pre-IPO placement in consultation with the BRLMs and Selling Shareholders before filing the RHP with the Registrar of Companies ("RoC").

All shareholders have the opportunity to participate in the Offer for Sale, subject to eligibility and offering all or part of their shareholding. The IPO is subject to regulatory, corporate, market, and commercial considerations. The Equity Shares' price will be determined by book building as specified in the SEBI ICDR Regulations. The contents of the letter are to be treated as confidential.

Participation in the Offer for Sale:

To participate in the Offer for Sale as a Selling Shareholder, compliance with SEBI ICDR Regulations and the Companies Act is required, including providing documentation and undertaking certain activities.

Key considerations:

1. Eligibility: Participants must be Indian nationals resident in India or, if non-resident, confirm eligibility under their country's laws. The offered shares must be fully paid-up and held by the selling shareholder for at least one year before filing the DRHP with SEBI, with certain exceptions as prescribed by the SEBI ICDR Regulations. Jointly held shares require joint holders to have held the shares for at least one year prior to filing the DRHP with SEBI. If shares were received via conversion or exchange of compulsorily convertible securities, the holding period of the convertible securities will be considered. Full disclosure of conversion terms is required. Equity Shares issued via bonus issue on securities held for at least one year prior to DRHP filing are eligible if issued from free reserves and share premium. Shares cannot be offered if subject to any court, tribunal, or regulatory authority restraining order, charge, lien, encumbrance, transfer restriction, or 'lock-in' (excluding BRLM arrangements). Shareholders must have acquired and held Equity Shares compliantly with applicable laws, possessing clear, marketable, and unencumbered title. Shares subject to any legal dispute will not be accepted.
2. Other eligibility conditions: As per the SEBI ICDR Regulations, participants should not be debarred or prohibited from accessing capital markets or dealing in securities by SEBI or other regulators. Participants also cannot be declared wilful defaulters, fraudulent borrowers, or fugitive economic offenders (individual Selling Shareholders), and they must be compliant with the Companies (Significant Beneficial Owners) Rules, 2018, as amended. Any required regulatory or third-party approvals to sell Equity Shares in the Offer for Sale must be obtained and provided to the Company before filing the DRHP.
3. Dematerialization and Deposit: Offered Shares must be held in dematerialized form in an active demat account. Dematerialization must be undertaken prior to filing the DRHP. Shares must be credited into specified escrow accounts opened by the IPO registrar or a share escrow agent. Non-resident Selling Shareholders may have to comply with foreign exchange regulations for depositing Equity Shares in an escrow account.
4. Costs and Expenses: IPO costs (excluding listing fees, statutory auditor fees, corporate advertisements, and Selling Shareholder counsel fees) are shared by the Company and Selling Shareholders proportionally based on the number of Equity Shares allotted in the Fresh Issue and sold in the Offer for Sale. Participating Selling Shareholders must bear their portion of IPO expenses for offering their Offered Shares, and the expenses will be deducted from the Offer for Sale proceeds. Selling Shareholders are required to reimburse the Company for the expenses even if the Offer is withdrawn or not completed. IPO expenses include fees for BRLMs, legal counsels, auditors, advisors, intermediaries, advertising, printing, underwriting commission, procurement commission, and brokerage, which will be deducted from IPO proceeds. Applicable taxes, including securities transaction tax or tax on capital gains, will also be deducted from proceeds.
5. Decision making: The Board or the IPO Committee, in consultation with the BRLMs, will make decisions on the IPO, including the timing, size of Fresh Issue and Offer for Sale, price, allocation, and withdrawal. The Company may modify or vary the terms of participation, and reserves the right to settle any questions, difficulties or doubts regarding the Offer for Sale process.
6. Documentation: Participating Shareholders will need to execute agreements, certificates, and consent letters. They'll also enter into transaction agreements, including offer, registrar, shareholder, syndicate, share escrow, cash escrow, sponsor bank, underwriting, engagement letter, and power of attorney agreements. The IPO related agreements require Selling Shareholders to provide representations, warranties, and indemnities to the BRLMs, along with customary indemnities. Shareholders may be required to provide additional certifications and comply with terms from SEBI, stock exchanges, and other authorities. Joint ownership requires all owners' consent to participate in the IPO.
7. Publicity restrictions: Selling Shareholders must comply with publicity restrictions applicable to IPOs, as attached in Annexure B, including provisions of the SEBI ICDR Regulations and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.
8. Lock-in: As per SEBI ICDR Regulations, pre-IPO share capital held by promoters is locked-in from the allotment/transfer date of Equity Shares. Non-promoter shareholders' pre-IPO share capital is locked-in for six months from the allotment/transfer date, subject to certain exemptions. All Equity Shares must be free from encumbrance.
9. Responsibility and liability: Selling Shareholders must provide information for the Offer Documents, including statements, undertakings, price information, and acquisition costs. This information will also be in statutory advertisements. Participants are subject to statutory liabilities that sellers may incur, including under the Companies Act for misstatements in Offer Documents. By becoming a Selling Shareholder, the individual may not be able to submit bid applications in the IPO as an investor. The Company, BRLMs, and their advisors will not be responsible for any negligence, default, or misconduct by any Selling Shareholder.
10. Legal Counsel: Each Selling Shareholder may hire their own legal counsel to provide opinions to the BRLMs on title to Equity Shares, corporate authority, and eligibility. The costs of such legal counsel will be borne by the Selling Shareholders.

Shareholders interested in participating in the IPO are asked to indicate their intent by email to Mr. Rasmi Ranjan Naik at naik@manjushreeindia.com by 5:00 p.m. on June 8th, 2024, including their name, correspondence address, Equity Shares held, DP/Client ID, PAN number, telephone number, and email ID, along with unconditional acceptance of this letter's terms. A draft response format is provided in Annexure A1 and A2. The Company will presume that the Shareholder is not interested in participating as a Selling Shareholder in the IPO if such intimation is not received within the indicated timeline. Applicable conditions, requirements, and activities to be undertaken by a Selling Shareholder offering their Equity Shares in the IPO will be shared separately, at the appropriate stage, with shareholders who express interest to participate. Shareholders may be required to comply with additional terms or requirements specified by SEBI, stock exchanges, and/or regulatory authorities, as set out in the Offer Documents or related agreements/certifications. Shareholders are advised to seek legal and tax advice and that neither the Company nor the BRLMs will be responsible for shareholders' decisions.

Obligations for all Shareholders include a six-month lock-in period for all pre-IPO Equity Shares (with conditions), and compliance with publicity restrictions, irrespective of their participation in the OFS. The size of the Offer for Sale component remains subject to Board approval. The Company reserves the right to include additional eligible Equity Shares held by any existing shareholders in the Offer for Sale, subject to the shareholders' consent, to comply with minimum dilution requirements.

The letter states that offering shares does not guarantee their sale through the IPO. Unsold shares will be credited back to the shareholder's demat account and will be subject to lock-in. The Company may continue to engage with shareholders on aspects related to the IPO.

This letter is being sent to shareholders within India on the register of members / register of beneficial owners as of May 17 2024. Rasmi Ranjan Naik is the point of contact for clarification.

The communication, including the proposed IPO, is strictly confidential, and shareholders are requested to take note of the above and act accordingly. The letter provides a disclaimer stating it is for the addressee's exclusive use and may not be distributed without the Company's express consent. It is for information purposes only, not an offer or invitation to buy securities. It does not create any obligation on the Company to undertake the IPO.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933. They will only be offered and sold (i) within the United States, only to persons reasonably believed to be "qualified institutional buyers", as defined in Rule 144A of the U.S. Securities Act and (ii) outside the United States in "offshore transactions".

Annexure B includes a Memorandum outlining publicity guidelines in connection with the proposed offering. The guidelines address what constitutes "Restricted Information" and how to handle press conferences, press releases, and advertising. There are also specific guidelines for US roadshows and interactions with potential investors. A schedule outlines publicity restrictions under Indian Law.