ratios ccd

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Not for release in the United States, Canada, Australia or Japan. This is an advertisement for information purposes only. This is not a Prospectus announcement, and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India. Our Company was originally formed as a partnership firm constituted under the Indian Partnership Act, 1932 on February 1, 2008 under the name Coffeeday Holding Co. Coffeeday Holding Co. was thereafter converted from a partnership firm to a private limited company under Part IX of the Companies Act, 1956 as Coffee Day Holdings Company Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Bengaluru, Karnataka (“RoC”) on June 20, 2008. The name of our Company was changed to Coffee Day Resorts Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on January 25, 2010. Subsequently, the name of our Company was changed to Coffee Day Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on August 6, 2014. Our Company was converted into a public limited company consequent to a special resolution passed by our Shareholders at the EGM held on January 17, 2015 and the name of our Company was changed to Coffee Day Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to public limited company was issued by the RoC on January 21, 2015. For details of change in the name and registered office of our Company, see section “History and Certain Corporate Matters” on page 218 of the . Registered and Corporate Office: 23/ 2, Coffee Day Square, Vittal Mallya Road, Bengaluru 560 001, Karnataka, India; Contact Person: Sadananda Poojary, Company Secretary and Compliance Officer; Tel: + 91 80 4001 2345; Fax: + 91 80 4001 2650; E-mail: [email protected]; Website: www.coffeeday.com; Corporate Identification Number: U55101KA2008PLC046866. Red Herring Prospectus dated October 6, 2015 ("RHP") OUR PROMOTER: V.G. SIDDHARTHA PUBLIC ISSUE OF UP TO [•] EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF COFFEE DAY ENTERPRISES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF `[•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[•] PER EQUITY SHARE) AGGREGATING UP TO `11,500 MILLION (“THE ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF [•] EQUITY SHARES (THE “NET ISSUE”) AND A RESERVATION OF [•] EQUITY SHARES AGGREGATING UP TO `150 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE [•]% OF OUR POST- ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE [•]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL. PRICE BAND: `316 TO PER EQUITY SHARE OF FACE VALUE OF 10 EACH `328 ` THE FLOOR PRICE IS 31.6 TIMES THE FACE VALUE AND THE CAP PRICE IS TIMES THE FACE VALUE. 32.8 BIDS CAN BE MADE FOR MINIMUM OF EQUITY SHARES AND IN MULTIPLES OF EQUITY SHARES THEREAFTER. 45 45 BASIS FOR ISSUE PRICE The Issue Price will be determined by our Company in consultation with the GCBRLMs and the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is `10 each and the Issue Price is 31.6 times the Floor Price and 32.8 times the Cap Price of the Price Band. Investors should also refer to the sections “Our Business”, “Risk Factors” and “Financial Statements” on pages 175, 24 and 285, respectively, to have an informed view before making an investment decision. Qualitative Factors: We believe the following business strengths allow us to successfully compete in the industry. • Strong home-grown brands with a substantial market presence and proven legacy. • Large pan India coffee retail network targeting multiple consumption points and customer segments. • Highly optimized and vertically integrated coffee business. • Highly scalable platform for growth driven by deep operational expertise. • Low risk, built-to-suit model technology parks with predictable cash flow. • Track record of value creation through our non-coffee businesses • Visionary Promoter supported by an experienced and professional management team across coffee and non-coffee businesses. For further details, see section “Our Business - Competitive Strengths” on page 178. Quantitative Factors: The information presented below relating to our Company is based on the Restated Financial Information of our Company prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with the SEBI ICDR Regulations. For details, see section “Financial Statements” on page 285. Our Company has made allotments during a period of one year preceding the date of the RHP at a price which may be lower than the Issue Price. For details, see section “Capital Structure” on page 112. Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: A. Basic and Diluted Earnings Per Share (“EPS”) (after considering the impact of the dilutive effect of the convertible instruments): a. As per the Restated Standalone Financial Information: Fiscal year ended/ Basic Diluted Period ended EPS (in `) Weight EPS (in `) Weight March 31, 2013 (6.52) 1 (6.52) 1 March 31, 2014 (6.99) 2 (6.99) 2 March 31, 2015 (10.92) 3 (10.92) 3 Weighted average (8.88) (8.88) For the three month period ended June 30, 2015, the Basic and Diluted EPS (not annualized) was `(2.66). The effect of potential diluted shares for the fiscal years ended March 31, 2013, 2014, 2015 and three month period ended June 30, 2015 have not been considered as these are anti-dilutive in nature. Fiscal year ended Basic Diluted EPS (in `) Weight EPS (in `) Weight March 31, 2013 (1.89) 1 (1.89) 1 March 31, 2014 (6.76) 2 (6.76) 2 March 31, 2015 (7.47) 3 (7.47) 3 Weighted average (6.29) (6.29) For the three month period ended June 30, 2015, the Basic and Diluted EPS (not annualized) was `(1.72). The effect of potential diluted shares for the fiscal years ended March 31, 2013, 2014, 2015 and three month period ended June 30, 2015 have not been considered as these are anti-dilutive in nature. b. As per the Restated Consolidated Financial Information: Notes: 1. Earnings per share calculations have been done in accordance with Accounting Standard 20 - “Earnings per Share” issued by the ICAI. 2. The basic earnings per share has been arrived as net profit/ (loss) after tax, as restated attributable to Shareholders divided by the weighted average number of shares outstanding for the year/ period. 3. The diluted earnings per share has been arrived as net profit/ (loss) after tax, as restated divided by the weighted average number of diluted equity shares outstanding during the year/ period. B. Price/ Earning (“P/E”) ratio in relation to Price Band of ` 316 to ` per Equity Share: 328 Particulars P/E (Standalone) P/E (Consolidated) P/E at the P/E at the P/E at the P/E at the Floor Price Cap Price Floor Price Cap Price P/E based on basic EPS NA* P/E based on weighted average basic EPS NA* NA* NA* NA* NA* NA* NA* Particulars P/E (Standalone) P/E (Consolidated) P/E at the P/E at the P/E at the P/E at the Floor Price Cap Price Floor Price Cap Price P/E based on diluted EPS P/E based on weighted average diluted EPS NA* NA* NA* NA* NA* NA* NA* NA* a. P/E based on basic EPS for the year ended March 31, 2015: b. P/E based on diluted EPS for the year ended March 31, 2015: C. Return on Net Worth (“RoNW”) Fiscal year ended RoNW (%) Weight March 31, 2013 (13.67)% 1 March 31, 2014 (17.84)% 2 March 31, 2015 (32.62)% 3 Weighted average (24.54)% a. As per Restated Standalone Financial Information: Fiscal year ended RoNW (%) Weight March 31, 2013 (3.29)% 1 March 31, 2014 (13.85)% 2 March 31, 2015 (16.39)% 3 Weighted average (13.36)% b. As per Restated Consolidated Financial Information: For the three month period ended June 30, 2015 , the RoNW was (10.21)% (not annualized). For the three month period ended June 30, 2015 , the RoNW was (4.39)% (not annualized). Note: Return of net worth (%) = Net profit / (loss) after tax, as restated / Net worth as restated as at year or period end D. Minimum Return on Increased Net Worth after Issue needed to maintain Pre-Issue EPS for the year ended March 31, 2015: Particulars Minimum RoNW (%) To maintain Pre-Issue basic EPS for the year NA* ended March 31, 2015 To maintain Pre-Issue diluted EPS for the year ended March 31, 2015 NA* a. As per Restated Standalone Financial Information: Particulars Minimum RoNW (%) To maintain Pre-Issue basic EPS for the year ended March 31, 2015 To maintain Pre-Issue diluted EPS for the year ended March 31, 2015 NA* NA* b. As per Restated Consolidated Financial Information: E. Net Asset Value (“NAV”) per Equity Share (after considering the impact of the dilutive effect of the convertible instruments) a. NAV as at March 31, 2015 i. As per Restated Standalone Financial Information: `22.86 per Equity Share ii. As per Restated Consolidated Financial Information: `31.14 per Equity Share b. NAV as at June 30, 2015 i. As per Restated Standalone Financial Information: `17.77 per Equity Share ii. As per Restated Consolidated Financial Information: `26.69 per Equity Share c. NAV at the lower end of the price band (based on Restated Standalone Financial Information): ` 70.12 per Equity Share d. NAV at the higher end of the price band (based on Restated Standalone Financial Information): 70.57 per Equity Share e. NAV at the lower end of the price band (based on Restated Consolidated Financial Information): 77.47 per Equity Share f. NAV at the higher end of the price band (based on Restated Consolidated Financial Information): 77.97 per Equity Share Note: Net asset value per share (Rs.) = Net worth as restated / Number of equity shares as at year or period end F. The average cost of acquisition of Equity Shares by our Promoter is `36.35 per Equity Share. G. Comparison with listed Industry peers Our Company is the parent company of the Coffee Day Group which currently operates in businesses such as coffee, development and management of IT-ITES technology parks, providing integrated logistics solutions, financial services, hospitality and investing in technology companies. We believe that none of the listed companies in India are engaged in a portfolio of businesses similar to ours. H. The Issue Price will be 31.6 times of the face value of the Equity Shares at the lower end of the price band and will be 32.8 times of the face value of the Equity Shares at the higher end of the price band. Our Company and the GCBRLMs and BRLMs believe that the price band of ` 316 to ` 328 is justified in view of the above quantitative and qualitative parameters. Investors should read the above mentioned information along with sections “Risk Factors”, “Capital Structure” and “Financial Statements” on pages 24, 112 and 285, respectively, to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned in the section “Risk Factors” and you may lose all or part of your investments. ` ` ` AVAILABILITY OF RHP: Investors are advised to refer to the and the Risk Factors contained therein before applying in the Issue. Full copy of the is available on the websites of SEBI, the GCBRLMs, BRLMs and the Stock Exchanges at www.sebi.gov.in, www.investmentbank.kotak.com, http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, http://www.morganstanley.com/about-us/global-offices/india/, www.axiscapital.co.in, www.edelweissfin.com, www.yesbank.in, www.bseindia.com and www.nseindia.com. AVAILABILITY OF BID CUM APPLICATION FORMS: Bid cum application forms can be obtained from the registered office of COFFEE DAY ENTERPRISES LIMITED, the GCBRLMs and BRLMs to the Issue: Kotak Mahindra Capital Company Limited, Tel: +91 22 4336 0000, Fax: +91 22 6713 2447; Citigroup Global Markets India Private Limited, Tel: +91 22 6175 9999, Fax: +91 22 6175 9961; Morgan Stanley India Company Private Limited, Tel: +91 22 6118 1770, Fax: +91 22 6118 1040; Axis Capital Limited, Tel: + 91 22 4325 2183, Fax : +91 22 4325 3000; Edelweiss Financial Services Limited, Tel: +91 22 4009 4400, Fax: +91 22 4086 3610; YES Bank Limited, Tel: +91 22 3366 9000, Fax: +91 22 2421 4508 and Syndicate Members: Edelweiss Securities Limited, Tel: +91 22 4063 5569, Fax: +91 22 6747 1347; Morgan Stanley India Company Private Limited, Tel: +91 22 6118 1770, Fax: +91 22 6118 1040; Kotak Securities Limited, Tel: +91 22 6740 9708, Fax: +91 22 6661 7041 and at the select locations of the Sub-Syndicate members participating in the Issue as given below. Bid cum Application Forms will also be available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and the designated branches of the SCSBs and the Registered Brokers. Axis Securities Limited, Acumen Capital Market India Limited, Ajcon Global Service Limited, Alankit Assignments Limited, Amit Jasani Financial Services Pvt Limited, Amrapali Capital & Finance Services Limited, Anand Rathi Share & Stock Brokers, Limited., Anand Share Consultancy, Anil Dhulia, ANS Pvt Limited, Ashika Stock Broking Limited, Ashlar Securities Pvt Ltd, Asit C Mehta Investment Intermediates Limited, ASL Capital Holdings Pvt Limited, B N Rathi Securities Limited, Bonanza Portfolio Limited, Choice Equity Broking Pvt Limited, Chugh Securities Pvt Limited, Centrum Broking Limited, Dalal & Broacha Stock Broking Private Limited, Eureka Stock & Share Broking Services Limited, Geojit BNP Paribas Financial Services Limited, Guiness Securities Limited, HDFC Securities Limited, Hem Securities Limited, Hitesh Shah Share & Stock Brokers, ICICI Securities Limited, India Infoline Limited, Indiabulls Securities Limited, Indiabull Ventures Limited, Innovate Securities Pvt Limited, Jhaveri Securities, JM Financial Services Limited, Jobanputra Fiscal Services Private Limited, Joindre Capital Services Limited, Kalpataru Multiplier Limited, Kamlesh D Joshi, Kantilal Chhaganlal Sec Pvt Ltd, Kaushik N Shah, Keynote Capitals Ltd, KIFS Securities Pvt Limited, KJMC Capital Market Services Limited, Kotak Securities Limited, Lakshmishree Investment & Securities Pvt Limited, Leo Financial Services Limited, LKP Securities Limited, Marwadi Shares & Finance, Master Capital Services Limited, Matalia Stock Broking Pvt Limited, Mehta Equities Limited, Microsec Capital Limited, Monarch Project & Finmarket Limited, Motilal Oswal Securities Limited, MSE Financial Services Limited, Mukesh D Joshi, Networth Stock Broking Limited, Nirmal Bang Securities Pvt Limited, Nitin Parikh & Co, O J Financial Services Limited, Prabhudas Lilladher Pvt Limited, Pratibhuti Viniyog Limited, Pravin Ratilal Share & Stock Brokers Limited, PRL Stock & Share Brokers Pvt Limited, Raga Shares Trading Pvt Limited, Raghunandan Capital Pvt Limited, Reliance Securities Limited, Religare Securities Limited, RR Equity Brokers Pvt Limited, SBICap Securities Limited, Sensex Consultants Pvt Ltd., Sharekhan Limited, Sharewealth Securities Limited, SKI Capital Services Limited, SMC Global Securities Ltd, SPA Securities Limited, SS Corporate Securities Limited, Sushil Financial Services Private Limited, Tanna Financial Services, VCK Share & Stock Broking Services Limited, Way2wealth Brokers Pvt Limited, YES Securities India Limited Applications Supported by Blocked Amount (ASBA): All investors (other than Anchor Investors) may apply through the ASBA process. QIBs and Non-Institutional Investors are mandatorily required to utilize the ASBA process to participate in the Issue. The investor is required to fill the Bid cum Application Form and submit the same to the designated branches of the SCSBs or the Syndicate at Specified Location or the Registered Brokers at Broker Centres. The SCSB in turn will block the amount in the ASBA Account as per the authority contained in Bid cum Application Form and undertake other tasks as per the specified procedure. On Allotment, amount will be unblocked and the ASBA Account will be debited only to the extent required to be paid for Allotment of Equity Shares. Hence, there will be no need of refunds. Bid cum Application Forms can be downloaded from the websites of the Stock Exchanges and can also be obtained from the list of SCSBs that is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For more details on the ASBA process, please refer to section titled “Issue Procedure” on page 486 of the . Escrow Collection Banks: Axis Bank Limited, HDFC Bank Limited, Standard Chartered Bank, ICICI Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited and YES Bank Limited Refund Banks: Kotak Mahindra Bank Limited and YES Bank Limited For COFFEE DAY ENTERPRISES LIMITED On behalf of the Board of Directors Place: Sd/- Date: October 6, 2015 Company Secretary and Compliance Officer RHP RHP Red Herring Prospectus Bengaluru, Karnataka GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS Kotak Mahindra Capital Company Limited 1st Floor, 27 BKC, Plot No. 27, “G” Block, Bandra Kurla Complex Bandra (East), Mumbai 400 051 Tel: +91 22 4336 0000 Fax: +91 22 6713 2447 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.investmentbank.kotak.com Contact Person: Ganesh Rane SEBI Registration No.: INM000008704 Citigroup Global Markets India Private Limited 1202, 12th Floor, First International Financial Center, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel: +91 22 6175 9999 Fax: +91 22 6175 9961 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: http://www.online.citibank.co.in/ rhtm/citigroupglobalscreen1.htm Contact Person: Udayan Kejriwal SEBI Registration No.: INM000010718 Edelweiss Financial Services Limited 14th Floor, Edelweiss House, Off. C.S.T. Road, Kalina Mumbai 400 098 Tel: +91 22 4009 4400 Fax: +91 22 4086 3610 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.edelweissfin.com Contact Person: Amit Sood SEBI Registration No.: INM0000010650 In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the websites of the GCBRLMs and the BRLMs and at the terminals of the Syndicate Members. In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Issue for at least 10% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the SEBI ICDR Regulations, through the Book Building Process wherein 50% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, 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 Anchor Investor Issue Price, in accordance with the SEBI ICDR Regulations. 5% 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 Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, see section “Issue Procedure” beginning on page 486 of the RHP. Listing : The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to their letters dated July 17, 2015. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. Disclaimer Clause of SEBI: "SEBI only gives its observations on the offer documents and this does not constitute approval of either the Issue or the specified securities or the offer document.” The investors are advised to refer to page 457 of the RHP for the full text of the Disclaimer clause of SEBI. Disclaimer Clause of BSE: “BSE does not in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the offer document.” The investors are advised to refer to page 462 of the RHP for the full text of the Disclaimer Clause of BSE. Disclaimer Clause of NSE : "It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it in any manner whatsoever certify or endorse the correctness or completeness of any of the contents of the Offer Document". The investors are advised to refer to the page 462 of the RHP for the full text of the Disclaimer clause of NSE. Contents of the Memorandum of Association of our Company as regards its Objects: Investors are requested to refer to clause III of the Memorandum of Association of the Company for the main objects and other objects of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Issue. For details, see the section Material Contracts and Documents for Inspectionon page 635 of the RHP. Liability of the members of our Company: Limited by shares. Amount of share capital of our Company and Capital structure: The authorised, issued, subscribed and paid up share capital of our Company as on the date of the RHP is as follows: Authorised share capital of ` 2,705,840,000 divided into 270,584,000 Equity Shares of face value of ` 10 each and 3,500,000 0.001% Compulsorily Convertible Preference Shares of ` 10 each. Issued, subscribed and paid-up capital before the Issue is ` 1,709,407,440 divided into 170,940,744 Equity Shares of face value of `10 each. Securities Premium Account has a balance of ` 11,271,488,414. For further details on the share capital of our Company and its capital structure, see section “Capital Structure” on page 112 of the RHP. Names of signatories to the Memorandum of Association of the Company and the number of shares subscribed by them: The names of the signatories of the Memorandum of Association of our Company and the number of equity shares subscribed for by them at the time of signing of the Memorandum of Association: Mr. V.G. Siddhartha (480,000 Equity Shares), Ms. Malavika Hegde (30,000 Equity Shares), Mr. S.V. Gangaiah Hegde (25,000 Equity Shares), Ms. Vasanthi Hegde (25,000 Equity Shares), Sivan Securities (Mangalore) Private Limited (120,000 Equity Shares), Coffee Day Consolidations Private Limited (120,000 Equity Shares), Devadarshini Info Technologies Private Limited (90,000 Equity Shares), and Sivan Securities Private Limited (110,000 Equity Shares). The total number of shareholders who subscribed to the Equity Shares of our Company pursuant to the Memorandum of Association was eight. Bidders/Applicants should note that on the basis of PAN, DP ID and Client ID as provided in the Bid cum Application Form, the Bidders/Applicants may be deemed to have authorized the Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the Bidders/Applicants as available on the records of the depositories. These Demographic Details may be used, among other things, for giving refunds and allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other correspondence(s) related to the Issue. Bidders/Applicants are advised to update any changes to their Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders'/Applicants' sole risk. Bidders/Applicants should ensure that PAN, DP ID and the Client ID are correctly filled in the Bid cum Application Form. The PAN, DP ID and Client ID provided in the Bid cum Application Form should match with the PAN, DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be rejected. Investors are cautioned that Bid Cum Application Forms accompanied by non-CTS cheques are liable to be rejected dues to any delay in clearing beyond five working days form the Bid/ Issue Closing Date. Please note that in the event of a delay beyond five working days from the Bid/ Issue Closing Date in clearing the cheques accompanying the Bid Cum Application Forms, for any reason whatsoever (including but not limited to any material calamities or any extension by the bank on the time period for clearing with permission of RBI or otherwise), such Bid Cum Application Forms will be liable to be rejected. GENERAL RISKS: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 24 of the RHP. (1) Our Company may, in consultation with the GCBRLMs and the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date. Bidders may contact the Company Secretary and Compliance Officer, GCBRLMs, BRLMs or the Registrar in case of any Pre-Issue or Post Issue related problems, such as non-receipt of Allotment Advice, credit of Allotted Equity Shares in the respective beneficiary account and refund orders. YES Bank Limited YES Bank Tower, IFC 2, 18th Floor , Senapati Bapat Marg, Elphinstone (W), Mumbai 400 013 Tel: +91 22 3366 9000 Fax: +91 22 2421 4508 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.yesbank.in Contact Person: Dhruvin Mehta SEBI Registration No.: INM000010874 REGISTRAR TO THE ISSUE Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) , Mumbai 400 078 Tel: +91 22 6171 5400, Fax: +91 22 2596 0329 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: www.linkintime.co.in Contact Person: Sachin Achar SEBI Registration No.: INR000004058 COMPANY SECRETARY AND COMPLIANCE OFFICER Sadananda Poojary Coffee Day Enterprises Limited 23/ 2, Coffee Day Square, Vittal Mallya Road, Bengaluru 560 001 Tel: + 91 80 4001 2345, Fax: + 91 80 4001 2650, E-mail: [email protected] Website: www.coffeeday.com Morgan Stanley India Company Private Limited 18F/ 19F, Tower 2, One Indiabulls Centre 841, Senapati Bapat Marg, Mumbai 400 013 Tel: +91 22 6118 1770 Fax: +91 22 6118 1040 E-mail: [email protected] Investor grievance E-mail: [email protected] Website: http://www.morganstanley.com/ about-us/global-offices/india/ Contact Person: Najmuddin Saqib SEBI Registration No.: INM000011203 BOOK RUNNING LEAD MANAGERS ( in alphabetical order) Axis Capital Limited 1st Floor, Axis House C-2, Wadia International Centre P.B. Marg, Worli, Mumbai 400 025 Tel: + 91 22 4325 2183 Fax : +91 22 4325 3000 E-mail: [email protected] Investor grievance E-mail : [email protected] Website: www.axiscapital.co.in Contact person: Lohit Sharma SEBI Registration Number: INM000012029 BID/ ISSUE PROGRAMME 1 BID/ ISSUE OPENS ON OCTOBER 14, 2015 BID/ ISSUE CLOSES ON OCTOBER 16, 2015 *Applications Supported by Blocked Amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account, investors can avail the same. For details, check section on ASBA below. Simple, Safe, Smart way of making an Application - Make use of it!!! For further details, see the section "Basis for Issue Price" on page 140 of the RHP. Coffee Day Enterprises Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with the Registrar of companies. The RHP is available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, GCBRLMs at www.investmentbank. kotak.com, http://www.online.citibank.co.in/rhtm/ citigroupglobalscreen1.htm and http://www.morganstanley.com/about-us/global-offices/india/, and the GCBRLMs at www.axiscapital.co.in, www.edelweissfin.com and www.yesbank.in. Any Potential Investors should note that investment in equity shares involves a high degree of risk. For details, potential investors should refer to the RHP, including the section titled “Risk Factors” on page 24 of the RHP. Potential investors should not rely on the Draft Red Herring Prospectus filed with SEBI, for making any Investment decision. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (“U.S. Securities Act”) or any state securities laws in the United States and 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 U.S. Securities Act and in accordance with any applicable United States state securities laws. Price Announcement Ad 50x28 * Since EPS is negative, P/E is not ascertainable * Since EPS is negative, RoNW is not ascertainable

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Page 1: Ratios Ccd

Not for release in the United States, Canada, Australia or Japan. This is an advertisement for information purposes only. This is not a Prospectus announcement, and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Not for publication or distribution, directly or indirectly outside India.

Our Company was originally formed as a partnership firm constituted under the Indian Partnership Act, 1932 on February 1, 2008 under the name Coffeeday Holding Co. Coffeeday Holding Co. was thereafter converted from a partnership firm to a private limited company under Part IX of the Companies Act, 1956 as Coffee Day Holdings Company Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Bengaluru, Karnataka (“RoC”) on June 20, 2008. The name of our Company was changed to Coffee Day Resorts Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on January 25, 2010. Subsequently, the name of our Company was changed to Coffee Day Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on August 6, 2014. Our Company was converted into a public limited company consequent to a special resolution passed by our Shareholders at the EGM held on January 17, 2015 and the name of our Company was changed to Coffee Day Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to public limited company was issued by the RoC on January 21, 2015. For details of change in the name and registered office of our Company, see section “History and Certain Corporate Matters” on page 218 of the .

Registered and Corporate Office: 23/ 2, Coffee Day Square, Vittal Mallya Road, Bengaluru 560 001, Karnataka, India; Contact Person: Sadananda Poojary, Company Secretary and Compliance Officer; Tel: + 91 80 4001 2345; Fax: + 91 80 4001 2650; E-mail: [email protected]; Website: www.coffeeday.com; Corporate Identification Number: U55101KA2008PLC046866.

Red Herring Prospectus dated October 6, 2015 ("RHP")

OUR PROMOTER: V.G. SIDDHARTHAPUBLIC ISSUE OF UP TO [•] EQUITY SHARES OF FACE VALUE OF `10 EACH (“EQUITY SHARES”) OF COFFEE DAY ENTERPRISES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF `[•] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[•] PER EQUITY SHARE) AGGREGATING UP TO `11,500 MILLION (“THE ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF [•] EQUITY SHARES (THE “NET ISSUE”) AND A RESERVATION OF [•] EQUITY SHARES AGGREGATING UP TO ̀ 150 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE [•]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL AND THE NET ISSUE TO THE PUBLIC WOULD CONSTITUTE [•]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL.

PRICE BAND: `316 TO PER EQUITY SHARE OF FACE VALUE OF 10 EACH `328 `THE FLOOR PRICE IS 31.6 TIMES THE FACE VALUE AND THE CAP PRICE IS TIMES THE FACE VALUE. 32.8BIDS CAN BE MADE FOR MINIMUM OF EQUITY SHARES AND IN MULTIPLES OF EQUITY SHARES THEREAFTER.45 45

BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company in consultation with the GCBRLMs and the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is ̀ 10 each and the Issue Price is 31.6 times the Floor Price and 32.8 times the Cap Price of the Price Band. Investors should also refer to the sections “Our Business”, “Risk Factors” and “Financial Statements” on pages 175, 24 and 285, respectively, to have an informed view before making an investment decision.

Qualitative Factors: We believe the following business strengths allow us to successfully compete in the industry.• Strong home-grown brands with a substantial market presence and proven legacy. • Large pan India coffee retail network targeting multiple consumption points and customer segments. • Highly optimized and vertically integrated coffee business. • Highly scalable platform for growth driven by deep operational expertise. • Low risk, built-to-suit model technology parks with predictable cash flow. • Track record of value creation through our non-coffee businesses • Visionary Promoter supported by an experienced and professional management team across coffee and non-coffee businesses. For further details, see section “Our Business - Competitive Strengths” on page 178.

Quantitative Factors: The information presented below relating to our Company is based on the Restated Financial Information of our Company prepared in accordance with Indian GAAP and the Companies Act, 1956 and restated in accordance with the SEBI ICDR Regulations. For details, see section “Financial Statements” on page 285.Our Company has made allotments during a period of one year preceding the date of the RHP at a price which may be lower than the Issue Price. For details, see section “Capital Structure” on page 112.Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

A. Basic and Diluted Earnings Per Share (“EPS”) (after considering the impact of the dilutive effect of the convertible instruments):a. As per the Restated Standalone Financial Information:

Fiscal year ended/ Basic DilutedPeriod ended EPS (in ̀ ) Weight EPS (in ̀ ) Weight

March 31, 2013 (6.52) 1 (6.52) 1

March 31, 2014 (6.99) 2 (6.99) 2

March 31, 2015 (10.92) 3 (10.92) 3

Weighted average (8.88) (8.88)

For the three month period ended June 30, 2015, the Basic and Diluted EPS (not annualized) was ̀ (2.66).

The effect of potential diluted shares for the fiscal years ended March 31, 2013, 2014, 2015 and three month period ended June 30, 2015 have not been considered as these are anti-dilutive in nature.

Fiscal year ended Basic DilutedEPS (in ̀ ) Weight EPS (in ̀ ) Weight

March 31, 2013 (1.89) 1 (1.89) 1

March 31, 2014 (6.76) 2 (6.76) 2

March 31, 2015 (7.47) 3 (7.47) 3

Weighted average (6.29) (6.29)

For the three month period ended June 30, 2015, the Basic and Diluted EPS (not annualized) was ̀ (1.72).

The effect of potential diluted shares for the fiscal years ended March 31, 2013, 2014, 2015 and three month period ended June 30, 2015 have not been considered as these are anti-dilutive in nature.

b. As per the Restated Consolidated Financial Information:

Notes: 1. Earnings per share calculations have been done in accordance with Accounting Standard 20 - “Earnings per Share” issued by the ICAI.2. The basic earnings per share has been arrived as net profit/ (loss) after tax, as restated attributable to Shareholders divided by the weighted average

number of shares outstanding for the year/ period.3. The diluted earnings per share has been arrived as net profit/ (loss) after tax, as restated divided by the weighted average number of diluted equity shares

outstanding during the year/ period.B. Price/ Earning (“P/E”) ratio in relation to Price Band of ̀ 316 to ̀ per Equity Share:328

Particulars P/E (Standalone) P/E (Consolidated)P/E at the P/E at the P/E at the P/E at the

Floor Price Cap Price Floor Price Cap Price

P/E based on basic EPS NA*

P/E based on weighted

average basic EPS

NA* NA* NA*

NA* NA* NA* NA*

Particulars P/E (Standalone) P/E (Consolidated)P/E at the P/E at the P/E at the P/E at the

Floor Price Cap Price Floor Price Cap Price

P/E based on diluted EPS

P/E based on weighted

average diluted EPS

NA* NA* NA* NA*

NA* NA* NA* NA*

a. P/E based on basic EPS for the year ended March 31, 2015: b. P/E based on diluted EPS for the year ended March 31, 2015:

C. Return on Net Worth (“RoNW”)

Fiscal year ended RoNW (%) WeightMarch 31, 2013 (13.67)% 1March 31, 2014 (17.84)% 2March 31, 2015 (32.62)% 3Weighted average (24.54)%

a. As per Restated Standalone Financial Information:

Fiscal year ended RoNW (%) WeightMarch 31, 2013 (3.29)% 1March 31, 2014 (13.85)% 2March 31, 2015 (16.39)% 3Weighted average (13.36)%

b. As per Restated Consolidated Financial Information:

For the three month period ended June 30, 2015 , the RoNW was (10.21)% (not annualized).

For the three month period ended June 30, 2015 , the RoNW was (4.39)% (not annualized).

Note:Return of net worth (%) = Net profit / (loss) after tax, as restated / Net worth as restated as at year or period end

D. Minimum Return on Increased Net Worth after Issue needed to maintain Pre-Issue EPS for the year ended March 31, 2015:

Particulars Minimum RoNW (%)To maintain Pre-Issue basic EPS for the year NA*ended March 31, 2015To maintain Pre-Issue diluted EPS for the year ended March 31, 2015

NA*

a. As per Restated Standalone Financial Information:

Particulars Minimum RoNW (%)To maintain Pre-Issue basic EPS for the year ended March 31, 2015To maintain Pre-Issue diluted EPS for the year ended March 31, 2015

NA*

NA*

b. As per Restated Consolidated Financial Information:

E. Net Asset Value (“NAV”) per Equity Share (after considering the impact of the dilutive effect of the convertible instruments)a. NAV as at March 31, 2015

i. As per Restated Standalone Financial Information: ̀ 22.86 per Equity Shareii. As per Restated Consolidated Financial Information: ̀ 31.14 per Equity Share

b. NAV as at June 30, 2015i. As per Restated Standalone Financial Information: ̀ 17.77 per Equity Shareii. As per Restated Consolidated Financial Information: ̀ 26.69 per Equity Share

c. NAV at the lower end of the price band (based on Restated Standalone Financial Information): ̀ 70.12 per Equity Shared. NAV at the higher end of the price band (based on Restated Standalone Financial Information): 70.57 per Equity Share e. NAV at the lower end of the price band (based on Restated Consolidated Financial Information): 77.47 per Equity Sharef. NAV at the higher end of the price band (based on Restated Consolidated Financial Information): 77.97 per Equity Share

Note:Net asset value per share (Rs.) = Net worth as restated / Number of equity shares as at year or period end

F. The average cost of acquisition of Equity Shares by our Promoter is ̀ 36.35 per Equity Share.

G. Comparison with listed Industry peersOur Company is the parent company of the Coffee Day Group which currently operates in businesses such as coffee, development and management of IT-ITES technology parks, providing integrated logistics solutions, financial services, hospitality and investing in technology companies. We believe that none of the listed companies in India are engaged in a portfolio of businesses similar to ours.

H. The Issue Price will be 31.6 times of the face value of the Equity Shares at the lower end of the price band and will be 32.8 times of the face value of the Equity Shares at the higher end of the price band. Our Company and the GCBRLMs and BRLMs believe that the price band of ` 316 to ̀ 328 is justified in view of the above quantitative and qualitative parameters.Investors should read the above mentioned information along with sections “Risk Factors”, “Capital Structure” and “Financial Statements” on pages 24, 112 and 285, respectively, to have a more informed view. The trading price of the Equity Shares of our Company could decline due to the factors mentioned in the section “Risk Factors” and you may lose all or part of your investments.

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AVAILABILITY OF RHP: Investors are advised to refer to the and the Risk Factors contained therein before applying in the Issue. Full copy of the is available on the websites of SEBI, the GCBRLMs, BRLMs and the Stock Exchanges at www.sebi.gov.in, www.investmentbank.kotak.com, http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm, http://www.morganstanley.com/about-us/global-offices/india/, www.axiscapital.co.in, www.edelweissfin.com, www.yesbank.in, www.bseindia.com and www.nseindia.com.AVAILABILITY OF BID CUM APPLICATION FORMS: Bid cum application forms can be obtained from the registered office of COFFEE DAY ENTERPRISES LIMITED, the GCBRLMs and BRLMs to the Issue: Kotak Mahindra Capital Company Limited, Tel: +91 22 4336 0000, Fax: +91 22 6713 2447; Citigroup Global Markets India Private Limited, Tel: +91 22 6175 9999, Fax: +91 22 6175 9961; Morgan Stanley India Company Private Limited, Tel: +91 22 6118 1770, Fax: +91 22 6118 1040; Axis Capital Limited, Tel: + 91 22 4325 2183, Fax : +91 22 4325 3000; Edelweiss Financial Services Limited, Tel: +91 22 4009 4400, Fax: +91 22 4086 3610; YES Bank Limited, Tel: +91 22 3366 9000, Fax: +91 22 2421 4508 and Syndicate Members: Edelweiss Securities Limited, Tel: +91 22 4063 5569, Fax: +91 22 6747 1347; Morgan Stanley India Company Private Limited, Tel: +91 22 6118 1770, Fax: +91 22 6118 1040; Kotak Securities Limited, Tel: +91 22 6740 9708, Fax: +91 22 6661 7041 and at the select locations of the Sub-Syndicate members participating in the Issue as given below. Bid cum Application Forms will also be available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and the designated branches of the SCSBs and the Registered Brokers.Axis Securities Limited, Acumen Capital Market India Limited, Ajcon Global Service Limited, Alankit Assignments Limited, Amit Jasani Financial Services Pvt Limited, Amrapali Capital & Finance Services Limited, Anand Rathi Share & Stock Brokers, Limited., Anand Share Consultancy, Anil Dhulia, ANS Pvt Limited, Ashika Stock Broking Limited, Ashlar Securities Pvt Ltd, Asit C Mehta Investment Intermediates Limited, ASL Capital Holdings Pvt Limited, B N Rathi Securities Limited, Bonanza Portfolio Limited, Choice Equity Broking Pvt Limited, Chugh Securities Pvt Limited, Centrum Broking Limited, Dalal & Broacha Stock Broking Private Limited, Eureka Stock & Share Broking Services Limited, Geojit BNP Paribas Financial Services Limited, Guiness Securities Limited, HDFC Securities Limited, Hem Securities Limited, Hitesh Shah Share & Stock Brokers, ICICI Securities Limited, India Infoline Limited, Indiabulls Securities Limited, Indiabull Ventures Limited, Innovate Securities Pvt Limited, Jhaveri Securities, JM Financial Services Limited, Jobanputra Fiscal Services Private Limited, Joindre Capital Services Limited, Kalpataru Multiplier Limited, Kamlesh D Joshi, Kantilal Chhaganlal Sec Pvt Ltd, Kaushik N Shah, Keynote Capitals Ltd, KIFS Securities Pvt Limited, KJMC Capital Market Services Limited, Kotak Securities Limited, Lakshmishree Investment & Securities Pvt Limited, Leo Financial Services Limited, LKP Securities Limited, Marwadi Shares & Finance, Master Capital Services Limited, Matalia Stock Broking Pvt Limited, Mehta Equities Limited, Microsec Capital Limited, Monarch Project & Finmarket Limited, Motilal Oswal Securities Limited, MSE Financial Services Limited, Mukesh D Joshi, Networth Stock Broking Limited, Nirmal Bang Securities Pvt Limited, Nitin Parikh & Co, O J Financial Services Limited, Prabhudas Lilladher Pvt Limited, Pratibhuti Viniyog Limited, Pravin Ratilal Share & Stock Brokers Limited, PRL Stock & Share Brokers Pvt Limited, Raga Shares Trading Pvt Limited, Raghunandan Capital Pvt Limited, Reliance Securities Limited, Religare Securities Limited, RR Equity Brokers Pvt Limited, SBICap Securities Limited, Sensex Consultants Pvt Ltd., Sharekhan Limited, Sharewealth Securities Limited, SKI Capital Services Limited, SMC Global Securities Ltd, SPA Securities Limited, SS Corporate Securities Limited, Sushil Financial Services Private Limited, Tanna Financial Services, VCK Share & Stock Broking Services Limited, Way2wealth Brokers Pvt Limited, YES Securities India LimitedApplications Supported by Blocked Amount (ASBA): All investors (other than Anchor Investors) may apply through the ASBA process. QIBs and Non-Institutional Investors are mandatorily required to utilize the ASBA process to participate in the Issue. The investor is required to fill the Bid cum Application Form and submit the same to the designated branches of the SCSBs or the Syndicate at Specified Location or the Registered Brokers at Broker Centres. The SCSB in turn will block the amount in the ASBA Account as per the authority contained in Bid cum Application Form and undertake other tasks as per the specified procedure. On Allotment, amount will be unblocked and the ASBA Account will be debited only to the extent required to be paid for Allotment of Equity Shares. Hence, there will be no need of refunds. Bid cum Application Forms can be downloaded from the websites of the Stock Exchanges and can also be obtained from the list of SCSBs that is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For more details on the ASBA process, please refer to section titled “Issue Procedure” on page 486 of the .Escrow Collection Banks: Axis Bank Limited, HDFC Bank Limited, Standard Chartered Bank, ICICI Bank Limited, IndusInd Bank Limited, Kotak Mahindra Bank Limited and YES Bank LimitedRefund Banks: Kotak Mahindra Bank Limited and YES Bank Limited

For COFFEE DAY ENTERPRISES LIMITED On behalf of the Board of Directors

Place: Sd/-Date: October 6, 2015 Company Secretary and Compliance Officer

RHP RHP

Red Herring Prospectus

Bengaluru, Karnataka

GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS

Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27, “G” Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051Tel: +91 22 4336 0000Fax: +91 22 6713 2447E-mail: [email protected] grievance E-mail: [email protected]: www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704

Citigroup Global Markets India Private Limited1202, 12th Floor, First International Financial Center, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: +91 22 6175 9999Fax: +91 22 6175 9961E-mail: [email protected] grievance E-mail: [email protected]: http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htmContact Person: Udayan KejriwalSEBI Registration No.: INM000010718

Edelweiss Financial Services Limited14th Floor, Edelweiss House, Off. C.S.T. Road, KalinaMumbai 400 098Tel: +91 22 4009 4400Fax: +91 22 4086 3610E-mail: [email protected] grievance E-mail:[email protected]: www.edelweissfin.comContact Person: Amit SoodSEBI Registration No.: INM0000010650

In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be widely disseminated by notification to BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the websites of the GCBRLMs and the BRLMs and at the terminals of the Syndicate Members.In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Issue for at least 10% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Regulation 26(1) of the SEBI ICDR Regulations, through the Book Building Process wherein 50% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, 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 Anchor Investor Issue Price, in accordance with the SEBI ICDR Regulations. 5% 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 Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All potential investors, other than Anchor Investors, may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). QIBs (except Anchor Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Issue. For details, see section “Issue Procedure” beginning on page 486 of the RHP.

Listing : The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to their letters dated July 17, 2015. For the purposes of the Issue, the Designated Stock Exchange shall be NSE.Disclaimer Clause of SEBI: "SEBI only gives its observations on the offer documents and this does not constitute approval of either the Issue or the specified securities or the offer document.” The investors are advised to refer to page 457 of the RHP for the full text of the Disclaimer clause of SEBI.Disclaimer Clause of BSE: “BSE does not in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the offer document.” The investors are advised to refer to page 462 of the RHP for the full text of the Disclaimer Clause of BSE.Disclaimer Clause of NSE : "It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it in any manner whatsoever certify or endorse the correctness or completeness of any of the contents of the Offer Document". The investors are advised to refer to the page 462 of the RHP for the full text of the Disclaimer clause of NSE.Contents of the Memorandum of Association of our Company as regards its Objects: Investors are requested to refer to clause III of the Memorandum of Association of the Company for the main objects and other objects of the Company. The Memorandum of Association of the Company is a material document for inspection in relation to the Issue. For details, see the section “Material Contracts and Documents for Inspection” on page 635 of the RHP.Liability of the members of our Company: Limited by shares.Amount of share capital of our Company and Capital structure: The authorised, issued, subscribed and paid up share capital of our Company as on the date of the RHP is as follows: Authorised share capital of ` 2,705,840,000 divided into 270,584,000 Equity Shares of face value of ` 10 each and 3,500,000 0.001% Compulsorily Convertible Preference Shares of ̀ 10 each. Issued, subscribed and paid-up capital before the Issue is ̀ 1,709,407,440 divided into 170,940,744 Equity Shares of face value of ̀ 10 each. Securities Premium Account has a balance of ̀ 11,271,488,414. For further details on the share capital of our Company and its capital structure, see section “Capital Structure” on page 112 of the RHP.Names of signatories to the Memorandum of Association of the Company and the number of shares subscribed by them: The names of the signatories of the Memorandum of Association of our Company and the number of equity shares subscribed for by them at the time of signing of the Memorandum of Association: Mr. V.G. Siddhartha (480,000 Equity Shares), Ms. Malavika Hegde (30,000 Equity Shares), Mr. S.V. Gangaiah Hegde (25,000 Equity Shares), Ms. Vasanthi Hegde (25,000 Equity Shares), Sivan Securities (Mangalore) Private Limited (120,000 Equity Shares), Coffee Day Consolidations Private Limited (120,000 Equity Shares), Devadarshini Info Technologies Private Limited (90,000 Equity Shares), and Sivan Securities Private Limited (110,000 Equity Shares). The total number of shareholders who subscribed to the Equity Shares of our Company pursuant to the Memorandum of Association was eight.

Bidders/Applicants should note that on the basis of PAN, DP ID and Client ID as provided in the Bid cum Application Form, the Bidders/Applicants may be deemed to have authorized the Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the Bidders/Applicants as available on the records of the depositories. These Demographic Details may be used, among other things, for giving refunds and allocation advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other correspondence(s) related to the Issue. Bidders/Applicants are advised to update any changes to their Demographic Details as available in the records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the Bidders'/Applicants' sole risk. Bidders/Applicants should ensure that PAN, DP ID and the Client ID are correctly filled in the Bid cum Application Form. The PAN, DP ID and Client ID provided in the Bid cum Application Form should match with the PAN, DP ID and Client ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be rejected.Investors are cautioned that Bid Cum Application Forms accompanied by non-CTS cheques are liable to be rejected dues to any delay in clearing beyond five working days form the Bid/ Issue Closing Date. Please note that in the event of a delay beyond five working days from the Bid/ Issue Closing Date in clearing the cheques accompanying the Bid Cum Application Forms, for any reason whatsoever (including but not limited to any material calamities or any extension by the bank on the time period for clearing with permission of RBI or otherwise), such Bid Cum Application Forms will be liable to be rejected.

GENERAL RISKS: Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 24 of the RHP.

(1) Our Company may, in consultation with the GCBRLMs and the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.

Bidders may contact the Company Secretary and Compliance Officer, GCBRLMs, BRLMs or the Registrar in case of any Pre-Issue or Post Issue related problems, such as non-receipt of Allotment Advice, credit of Allotted Equity Shares in the respective beneficiary account and refund orders.

YES Bank LimitedYES Bank Tower, IFC 2, 18th Floor , Senapati Bapat Marg, Elphinstone (W), Mumbai 400 013Tel: +91 22 3366 9000Fax: +91 22 2421 4508E-mail: [email protected] grievance E-mail: [email protected]: www.yesbank.inContact Person: Dhruvin MehtaSEBI Registration No.: INM000010874

REGISTRAR TO THE ISSUE

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) , Mumbai 400 078Tel: +91 22 6171 5400, Fax: +91 22 2596 0329E-mail: [email protected] grievance E-mail: [email protected]: www.linkintime.co.inContact Person: Sachin AcharSEBI Registration No.: INR000004058

COMPANY SECRETARY AND COMPLIANCE OFFICER

Sadananda PoojaryCoffee Day Enterprises Limited23/ 2, Coffee Day Square, Vittal Mallya Road, Bengaluru 560 001Tel: + 91 80 4001 2345, Fax: + 91 80 4001 2650, E-mail: [email protected]: www.coffeeday.com

Morgan Stanley India Company Private Limited18F/ 19F, Tower 2, One Indiabulls Centre841, Senapati Bapat Marg, Mumbai 400 013Tel: +91 22 6118 1770Fax: +91 22 6118 1040E-mail: [email protected] grievance E-mail: [email protected]: http://www.morganstanley.com/about-us/global-offices/india/Contact Person: Najmuddin SaqibSEBI Registration No.: INM000011203

BOOK RUNNING LEAD MANAGERS ( in alphabetical order)

Axis Capital Limited1st Floor, Axis HouseC-2, Wadia International CentreP.B. Marg, Worli, Mumbai 400 025Tel: + 91 22 4325 2183Fax : +91 22 4325 3000E-mail: [email protected] grievance E-mail : [email protected]: www.axiscapital.co.inContact person: Lohit SharmaSEBI Registration Number: INM000012029

BID/ ISSUE

PROGRAMME

1BID/ ISSUE OPENS ON OCTOBER 14, 2015

BID/ ISSUE CLOSES ON OCTOBER 16, 2015

*Applications Supported by Blocked Amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account, investors can avail the same. For details, check section on ASBA below.

Simple, Safe, Smart way of making an Application - Make use of it!!!

For further details, see the section "Basis for Issue Price" on page 140 of the RHP.

Coffee Day Enterprises Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP with the Registrar of companies. The RHP is available on the websites of SEBI, BSE, NSE at www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively, GCBRLMs at www.investmentbank. kotak.com, http://www.online.citibank.co.in/rhtm/ citigroupglobalscreen1.htm and http://www.morganstanley.com/about-us/global-offices/india/, and the GCBRLMs at www.axiscapital.co.in, www.edelweissfin.com and www.yesbank.in. Any Potential Investors should note that investment in equity shares involves a high degree of risk. For details, potential investors should refer to the RHP, including the section titled “Risk Factors” on page 24 of the RHP. Potential investors should not rely on the Draft Red Herring Prospectus filed with SEBI, for making any Investment decision.The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (“U.S. Securities Act”) or any state securities laws in the United States and 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 U.S. Securities Act and in accordance with any applicable United States state securities laws.

Price Announcement Ad 50x28

* Since EPS is negative, P/E is not ascertainable

* Since EPS is negative, RoNW is not ascertainable