METRO BRANDS LIMITED INITIAL PUBLIC OFFERING TO OPEN ON FRIDAY, DECEMBER 10, 2021 

• Price Band fixed at Rs 485 to Rs 500 per equity share of face value of Rs. 5 each (“Equity Shares”)

Bid /Offer Opening Date – Friday, December 10, 2021 and Bid/ Offer Closing Date – Tuesday, December 14, 2021

Metro Brands Limited (The “Company”) to open its Bid / Offer in relation to its initial public offering on Friday, December 10, 2021 (“Offer”).

The Price Band of the Offer has been fixed at Rs. 485 to Rs. 500 per equity share of face value of Rs. 5 each. Bids can be made for a minimum of 30 Equity Shares and in multiples of 30 Equity Shares thereafter.

The Offer comprises a fresh issue of Equity Shares aggregating up to Rs. 295 crores by the Company (The “Fresh Issue”) and an offer for sale of up to 21,450,100 Equity Shares by the Selling Shareholders. The offer for sale comprises up to 13,015,000 Equity Shares by the Promoter Selling Shareholders, up to 8,427,000 Equity Shares by the Promoter Group Selling Shareholders and up to 8,100 Equity Shares by the Other Selling Shareholder. (The “Offer for Sale”).

The Company has in consultation with the BRLMS, undertaken a private placement of 73,136 Equity Shares for cash consideration aggregating to Rs. 3.29 crores. Accordingly, the fresh issue size as was stated in the Draft Red Hearing Prospectus, was reduced from up to Rs. 250 crores to up to Rs. 246.71 crores. Thereafter, Company has increased the fresh issue size up to Rs. 295 crores, in accordance with and subject to, the provisions of the SEBI ICDR Regulations.

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(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs and such portion, the “QIB Portion”), provided that Company and the Promoter Selling Shareholders, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”), 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 price at which allocation is made to Anchor Investors (“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 QIB Portion (excluding the Anchor Investor Portion) (“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 Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them 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 in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price All potential Bidders (except Anchor Investors) are mandatorily required to utilise 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 360 of the Red Herring Prospectus.

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

Axis Capital Limited, Ambit Private Limited, DAM Capital Advisors Limited (Formerly IDFC Securities Limited), Equirus Capital Private Limited, ICICI Securities Limited and Motilal Oswal Investment Advisors Limited are the Book Running Lead Managers

Disclaimer :

Metro Brands 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 with RoC on December 03, 2021 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 Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the BRLMs, i.e. Axis Capital Limited, Ambit Private Limited, DAM Capital Advisors Limited (Formerly IDFC Securities Limited), Equirus Capital Private Limited, ICICI Securities Limited and Motilal Oswal Investment Advisors Limited at www.axiscapital.co.in, www.ambit.co, www.damcapital.in, www.equirus.com, www.icicisecurities.com and www.motilaloswalgroup.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 29 of the RHP. Potential investors should not rely on the DRHP 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 (the “Securities Act”) or any other applicable 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 Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only 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 Securities Act, “Rule 144A”) in transactions exempt from, or not subject to, registration requirements of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and pursuant to the applicable laws of the jurisdictions where those offers and sales are made. There will be no public offering of the Equity Shares in the United States.