RateGain Travel Technologies Limited Initial Public Offer to open on December 07, 2021

RateGain Travel Technologies Limited Initial Public Offer to open on December 07, 2021

· Price Band fixed at ₹405 to ₹425 per Equity Share of face value of ₹1 each of RateGain Travel Technologies Limited

· Offer to remain open from Tuesday, December 07, 2021 to Thursday, December 09, 2021

· Bids can be made for a minimum of 35 Equity Shares and in multiples of 35 Equity Shares thereafter

RateGain Travel Technologies Limited (“RateGain” or the “Company”), which is among the leading distribution technology companies globally and are India’s largest Software as a Service (“SaaS”) company for the hospitality and travel industry, plans to open its Initial Public Offering (the “Offer”) on December 07, 2021.

The Price Band of the Offer has been fixed at ₹405 to ₹425 per Equity Share of face of ₹1 each. Bids can be made for a minimum of 35 Equity Shares and in multiples of 35 Equity Shares thereafter.

The Offer consists equity shares of face value of ₹1 each of RateGain Travel Technologies Limited comprising a fresh issue aggregating up to ₹3,750.00 million (“Fresh Issue”) and an offer for sale of up to 22,605,530 equity shares (“Offer For Sale”), comprising up to 17,114,490 equity shares by Wagner Limited (“Wagner” or “Investor Selling Shareholder”); up to 4,043,950 equity shares by Bhanu Chopra and up to 1,294,760 equity shares by Megha Chopra (together, “Promoter Selling Shareholders”); and up to 152,330 equity shares by Usha Chopra (“Other Selling Shareholder”). The offer includes a reservation aggregating up to ₹50.00 million for subscription by eligible employees (“Employee Reservation Portion”).

The Net Proceeds from the Fresh Issue are proposed to be utilised for (i) Repayment/prepayment of indebtedness availed by RateGain UK, one of the Subsidiaries, from Silicon Valley Bank; (ii) Payment of deferred consideration for acquisition of DHISCO; (iii) Strategic investments, acquisitions and inorganic growth; (iv) Investment in technology innovation, artificial intelligence and other organic growth initiatives; (v) Purchase of certain capital equipment for Data Center; and (vi) General corporate purposes.

The Equity Shares offered in this Offer are proposed to be listed at both BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”) post the listing.

Kotak Mahindra Capital Company Limited, IIFL Securities Limited and Nomura Financial Advisory and Securities (India) Private Limited are the Book Running Lead Managers to the Offer.

Disclaimer:

RATEGAIN TRAVEL TECHNOLOGIES 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 November 28, 2021. The RHP shall be available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and is available on the websites of the BRLMs, i.e. Kotak Mahindra Capital Company Limited, IIFL Securities Limited and Nomura Financial Advisory and Securities (India) Private Limited at www.investmentbank.kotak.com,www.iiflcap.com and www.nomuraholdings.com/company/group/asia/india/index.html, 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 27 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.