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NOT FOR ACCESS IN OR BY, OR DISTRIBUTION OR TRANSMISSION IN, INTO OR TO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA.
IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.
The following disclaimer applies to the Updated Draft Red Herring Prospectus–I of Swiggy Limited (the “Company”) dated 26th Sep, 2024 (the “UDRHP–I”) filed with the Registrar of Companies, Karnataka at Bengaluru(“RoC”) and thereafter with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited, in relation to the initial public offering of the equity shares of face value of ₹1 each of the Company(“Equity Shares”) (the “Offer”).
THE UDRHP–I IS BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”).The UDRHP–I has been hosted on this website as prescribed under Regulation 59(C) of the SEBI ICDR Regulations.In accessing the UDRHP–I, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.
The UDRHP–I is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the UDRHP–I, is not intended for, and may not be accessed in or by, or distributed, published or transmitted in, into or to, directly or indirectly, the United States of America (including its territories and possessions), any state of the United States and the District of Columbia (the “United States”) or any other jurisdiction where it is unlawful to do so. All persons residing outside of the United States who wish to access the UDRHP–I contained on the following page of this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of securities by them. No part of the contents of the UDRHP–I shall be copied or duplicated in any form by any means or redistributed.
The UDRHP–I does not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities of the Company in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of 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 applicable United States state securities laws. The Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”) in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and investors will not be entitled to the benefits of the U.S. Investment Company Act.Accordingly, the Equity Shares are being offered and sold only(i) within India, to Indian institutional, non-institutional and retail investors in compliance with the SEBI ICDR Regulations, (ii) to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case to investors that are both “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in the UDRHP-I as “U.S. QIBs” and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the UDRHP-I as “QIBs”) and “qualified purchasers” (as defined under the U.S. Investment Company Act and referred to in the UDRHP-I as “QPs”) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in “offshore transactions” in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. No public offering of the Equity Shares or other securities is being made in the United States.
Any person into whose possession the UDRHP–Icomes is required to inform himself or herself about and to observe any such restrictions. Neither the Company nor any of its affiliates is soliciting any action based on the UDRHP–I. The UDRHP–I or any information contained on our website or in the UDRHP–I does not constitute, and should not be construed as, “general solicitation” or “general advertising” as defined under Regulation D of the U.S. Securities Act, or “directed selling efforts” under Regulation S.
The Company, and Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Citigroup Global Markets India Private Limited, BofA Securities India Limited, Jefferies India Private Limited, ICICI Securities Limited and Avendus Capital Private Limited (collectively, the “Book Running Lead Managers”)and their respective affiliates, directors, officers, agents, representatives, advisers and employees do not accept any liability whatsoever, direct or indirect, that may arise from the use, interception and interpretation of the information contained on this website. The information in the UDRHP–I is as of the date thereof and neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees are under any obligation to update or revise the UDRHP–I to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, the Book Running Lead Managers nor any of their respective affiliates, directors, officers, agents, representatives, advisers or employees accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of the UDRHP–I in electronic format.
Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see the section titled “Risk Factors” in the UDRHP–I.Potential investors should also refer to the red herring prospectus which will be filed with the RoC and SEBI in the future, if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India, including the section titled “Risk Factors”. Any decision on whether to invest in the equity shares described in the UDRHP–I may only be made after a red herring prospectus has been filed with the RoC and SEBI and must be made solely on the basis of the red herring prospectus. As there may be material changes in the red herring prospectus versus the UDRHP–I, potential investors should not rely on the UDRHP–I filed with SEBI.
You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of this website or the UDRHP–I.
Failure to comply with this disclaimer may result in a violation of the applicable laws of India and other jurisdictions. Any other information contained in, or that can be accessed via our website does not constitute a part of the UDRHP–I.
IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.
To access this information, you must confirm, by pressing on the button marked “I Confirm”, that at the time of access, you are located in India. If you cannot make this confirmation, you must press the button marked “I Do Not Confirm”.
The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.
