Unicommerce Offers 25.6 Million Shares in IPO

Unicommerce eSolutions Limited (“UNICOMMERCE” or “The Company”), shall open its Bid/Offer in relation to its initial public offer of Equity Shares on August 06, 2024 (the “Offer”).

The total Offer size of Equity Shares comprises offer for sale of up to 25,608,512 Equity Shares ("Offer for Sale”) out of which 9,438,272 Equity Shares are being offered for sale by Acevector Limited (formerly known as Snapdeal Limited) (“Promoter Selling Shareholder”) and 16,170,240 Equity Shares by SB Investment Holdings Pte. Ltd ("Investor Selling Shareholder”, together with Promoter Selling Shareholder, the “Selling Shareholders”). IIFL Securities Limited and CLSA India Private Limited are the book running lead managers to the Offer (“BRLMs”).

The objectives of the Offer are to (i) carry out the sale of up to 25,608,512 Equity Shares by the Selling Shareholders and (ii) achieve the benefits of listing the Equity Shares on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” together with BSE, the “Stock Exchanges”) (The “Objects of the Offer”). NSE is the designated Stock Exchange in respect of the Offer.

This Equity Shares are being offered through the red herring prospectus dated July 30, 2024 (the “RHP”) filed by the Company with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi, Securities and Exchange Board of India (“SEBI”) and Stock Exchanges.

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 through the book building process wherein not less than 75% of the Offer shall be allotted on a proportionate basis to qualified institutional buyers (“QIBs”, and such portion, the “QIB Portion”). Our Company in consultation with BRLMs, may 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.

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. 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, not more than 15% of the Offer shall be available for allocation on a proportionate basis to non-institutional bidders ("NIBs”), of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹2,00,000 and up to ₹10,00,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of NIBs and not less than 10% of the Offer shall be available for allocation to retail individual bidders (“RIBs”) in accordance with SEBI ICDR Regulations, subject to valid bids being received 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 (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the corresponding Bid Amounts will be blocked by the SCSBs, or 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 in relation to the book building process and offer procedure, please see the section entitled “Offer Procedure” on page 327 of the RHP.

All capitalized terms used herein but not defined shall have the same meaning as ascribed to them in the RHP.