IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES.
THIS OFFERING OF THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER REGULATION 2(1)(SS) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”).
IMPORTANT: You must read the following notice before continuing. This e-mail is intended for the named recipient(s) only. If you are not an intended recipient, please immediately notify us by reply email and then delete this e-mail from your system.
The following notice applies to the attached pre-numbered preliminary placement document dated August 1, 2024 (the “Preliminary Placement Document”) in relation to the proposed qualified institutional placement of equity shares of ₹2 each (the “Equity Shares” ) by Morepen Laboratories Limited (the “Company”, and such offering, the “Issue”) filed with BSE Limited and National Stock Exchange of India Limited (together, the “Stock Exchanges”). You are advised to read the following notice carefully before reading, accessing or making any other use of the Preliminary Placement Document. By accessing the Preliminary Placement Document, you acknowledge and agree to be bound by the following terms and conditions, including any modifications to them, from time to time, each time you receive any information from us as a result of such access.
The information in the Preliminary Placement Document is confidential and subject to completion and may be changed without notice. None of Motilal Oswal Investment Advisors Limited (the “Book Running Lead Manager”) or any person who controls it or any of its affiliates, directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail or the attached Preliminary Placement Document or otherwise arising in connection therewith. No representation or warranty, expressed or implied, is made or given by or on behalf of any of above-mentioned persons as to the accuracy or completeness of the information contained in the Preliminary Placement Document and such persons do not accept responsibility or liability for any such information.
Preliminary Placement Document is intended for use by the named recipient(s) only and you are not authorised to distribute it to any other person, in whole or in part, except your members, directors, officers, employees, agents, advisors and funding sources (on a need to know basis) (provided that they are not in the United States or in any jurisdiction where offers of the Equity Shares in the Issue are prohibited by law). Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the applicable laws of other jurisdictions.
The offer is personal to each prospective investor and is being made on a private placement basis and does not constitute, and should not be construed as, an offer or invitation or solicitation of an offer to the public or to any other person or class of investors on behalf of either the Company or the Book Running Lead Manager to subscribe for or purchase Equity Shares in the Issue.
INVESTING IN THE EQUITY SHARES OFFERED IN THE ISSUE INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE EQUITY SHARES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION TITLED “RISK FACTORS” AS WELL AS THE INFORMATION CONTAINED ELSEWHERE IN THE ATTACHED PRELIMINARY PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION.
The Issue and the distribution of the Preliminary Placement Document is being done in reliance upon Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), and Section 42 and Section 62 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, each as amended (together, the “Companies Act”). The offer of Equity Shares in the Issue should not be construed as an invitation, offer or sale of any securities to the public in India.
The Preliminary Placement Document has not been and will not be registered or filed as a prospectus or a statement in lieu of prospectus with any registrar of companies in India under the Companies Act, and the Preliminary Placement Document should not be considered an offer document under the SEBI ICDR Regulations or any other applicable law. The Preliminary Placement Document has been submitted to the Stock Exchanges. The Preliminary Placement Document has not been, and will not be, reviewed or approved by any regulatory authority in India or abroad, including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange in India.
The Equity Shares offered in the Issue have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States except pursuant to a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares in the Issue are being offered and sold only outside the United States in “offshore transactions” (as such term is defined in Regulation S under the Securities Act (“Regulation S")) in accordance with Regulation S and the applicable laws of the jurisdictions in which such offers and sales are made. For the selling restrictions in certain other jurisdictions, see the section titled “Selling Restrictions” in the attached Preliminary Placement Document.
NOTHING HEREIN CONSTITUTES AN OFFER OF EQUITY SHARES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The Preliminary Placement Document is personal to each prospective investor and does not constitute, and may not be used in connection with, an offer or invitation or solicitation of Equity Shares in any jurisdiction where offers, invitations or solicitations are not permitted by law. You are reminded that the Preliminary Placement Document has been delivered to you on the basis that you are a person into whose possession the Preliminary Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.
If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase Equity Shares in the Issue.
If a jurisdiction requires that the offer of Equity Shares in the Issue be made by a licensed broker or dealer, and the Book Running Lead Manager or any of its affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such licensed broker or dealer on behalf of the Company in such jurisdiction.
The Preliminary Placement Document has been made available to you in electronic form. You are reminded that documents transmitted through this medium may be altered or changed during the process of transmission and consequently none of the Company or the Book Running Lead Manager or any of its directors, officers, employees, agents, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Preliminary Placement Document distributed to you in electronic form and the physical copy. We will provide a physical copy to you upon your request.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
Actions That You May Not Take: You should not reply by e-mail to this message, and you may not purchase any of the Equity Shares in the Issue by doing so. Any reply, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected.
If you access the Preliminary Placement Document, you will be deemed to make the following representations, warranties and agreements to the Company and the Book Running Lead Manager:
- You are the intended recipient of the attached Preliminary Placement Document and you are a “Qualified Institutional Buyer” as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations and are not restricted from participating in the Issue under the SEBI ICDR Regulations and other applicable laws and not excluded pursuant to Regulations 179(2)(b) of the SEBI ICDR Regulations;
- You are aware that if you, together with any other Qualified Institutional Buyers belonging to the same group or under common control, are Allotted more than 5% of the Equity Shares in this Issue, the Company shall be required to disclose your name, along with the name of such other Allottees and the number of Equity Shares Allotted to you and to such other Allottees, on the website of the Stock Exchanges, and you consent to such disclosure;
- You are aware that if you are allocated Equity Shares in the Issue your name will be included in the Placement Document for the Issue as a proposed Allottee along with the number of Equity Shares proposed to be Allotted to you and the percentage of your post-Issue shareholding in the Company and you consent to such disclosure.
- You are outside the United States (as defined in Regulation S);
- You are in a jurisdiction where delivery of the attached Preliminary Placement Document may be lawfully made in accordance with the laws of the jurisdiction;
- You are aware that if you receive the Preliminary Placement Document or are allotted any Equity Shares in the Issue, the Company is required to disclose details such as your name, address, PAN, email-id and the number of Equity Shares allotted to you along with other relevant information as may be required, to the RoC and you consent to such disclosures;
- You consent to delivery of the attached Preliminary Placement Document and any amendments or supplements thereto and the final placement document for the Issue by electronic transmission.
If you do not agree to the terms contained in this notice, you are unauthorised to access the attached Preliminary Placement Document and you should delete this email and destroy any printed copies of the Preliminary Placement Document.
Capitalised terms used but not defined herein shall have the meaning ascribed to such terms in the Preliminary Placement Document.