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JSW TECHNO PROJECTS MANAGEMENT LIMITED Private Serial No.______________ Issued to: ________________ JSW TECHNO PROJECTS MANAGEMENT LIMITED Private Placement Offer Letter Non-convertible Debentures of INR 500 Crores 1 Private Placement Offer Letter Private & Confidential – For Private Circulation Only (THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS), THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 (AS AMENDED FROM TIME TO TIMEAND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2015 AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES ACT, 2013 READ ALONGWITH THE COMPANES (ISSUE AND ALLOTMENT OF SECURITIES) RULES, 2014 JSW TECHNO PROJECTS MANAGEMENT LIMITED A public limited company incorporated under the Indian Companies Act, 1956 Date of Incorporation: May 4, 2010 CIN: U74900MH2010PLC202725 Registered Office: JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, India Contact Person: Mr. Sanjay Gupta, Company Secretary & Compliance Officer Tel. No.: +91 22 4286 1000; Fax: +91 22 4286 3000; Email: [email protected] Website: www.jsw.in/jswtechno Issue of 5,000 (Five Thousand); Rated, Listed, Zero Coupon, Redeemable, Non-Convertible Debentures each having a Face Value of INR 10,00,000/- (Indian Rupees Ten Lakhs only) (the "Debentures"), aggregating upto INR 500,00,00,000 (Indian Rupees Five Hundred Crores only) on a Private Placement Basis (the "Issue"), by JSW Techno Projects Management Limited (the "Issuer" / “Company”), in two series of: Debenture Series Facility Amount Tenure Series A Series INR 250 crores 24 months Series B Series INR 250 crores 36 months BACKGROUND This Private Placement Offer Letter is related to the Debentures to be issued by JSW Techno Projects Management Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The said issue of Debentures has been duly authorized by the Board of Directors and Members of the Company. GENERAL RISK As the Offer/ Issue is being made on private placement basis, this Private Placement Offer Letter will be submitted to the Securities and Exchange Board of India (“SEBI”). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Private Placement Offer Letter. The submission of this Private Placement Offer Letter to the stock exchange should not in any way be deemed or construed to mean that this Private Placement Offer Letter has been reviewed, cleared or approved by the stock exchange; nor does the stock exchange in any manner warrant, certify, or endorse the correctness or completeness or adequacy of any of the contents of this Private Placement Offer Letter. Specific attention of the investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Private Placement Offer Letter. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the offer/Issue including the risks involved. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Private Placement Offer Letter contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Private Placement Offer Letter is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Private Placement Offer Letter as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING As at the date of this Private Placement Offer Letter, Brickwork Ratings India Private Limited has assigned a BWR A (SO) (Pronounced as BWR A) (Structured Obligations) (Outlook: Stable) rating for the issuance of Debentures. The BWR A (SO) rating indicates the adequate credit quality in terms of timely servicing of debt obligations. The credit rating letters dated February 15, 2019 issued by Brickwork Ratings India Private Limited is enclosed as Annexure 2 to this Private Placement Offer Letter. The above rating is not a recommendation to buy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time 2 Private Placement Offer Letter Private & Confidential – For Private Circulation Only in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, please refer to paragraph on ‘Credit Rating’ mentioned elsewhere in this Private Placement Offer Letter. OTHER PARTY TO THE ISSUE DEBENTURE TRUSTEE REGISTRAR TO ISSUE Catalyst Trusteeship Limited Karvy Computershare Private Limited Address: Office No. 83 - 87, 8th Floor, B' Wing, Mittal Address: Karvy Selenium Tower B, Plot 31-32, Gachibowli, Tower, Nariman Point, Mumbai - 400021. Financial District, Nanakramguda, Hyderabad – 500 032. Tel No. +91 (022) 4922 0555, +91 9967 4048 38 Tel: 040-67162222 to 24 Fax: 040-23001153 Website: www.catalysttrustee.com Website: www.karvy.com CREDIT RATING AGENCY LISTING EXCHANGE Brickwork Ratings India Private Limited BSE Limited Address:3rd Floor, Raj Alkaa Park, 29/3 & 32/2, Kalena Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - Agrahara, Bannerghatta Road, Bangalore – 560 076 400001 Tel No. 080 – 40409940; Fax: 080 - 40409941 Tel No. +91 22 22721233; Fax: +91 22 22721919 Website: www.brickworkratings.com Website: www.bseindia.com Issue Schedule* Issue Opens On : March 5, 2019 Issue Closes On : March 5, 2019 Deemed Date of Allotment : March 6, 2019 *Issuer reserves the right to change the issue schedule including the open date and/ or close date for subscription and the deemed date of allotment, at its sole discretion, without giving any reason or prior notice. 3 Private Placement Offer Letter Private & Confidential – For Private Circulation Only TABLE OF CONTENTS SECTION I: NOTICE TO INVESTORS AND DISCLAIMERS………………………………………………………..5 SECTION II: DEFINITIONS AND ABBREVIATIONS ................................................................................................. 9 SECTION III: RISK FACTORS....................................................................................................................................... 14 SECTION IV: DISCLOSURE AS PER SEBI REGULATIONS ................................................................................... 38 SECTION V: DISCLOSURE AS PER COMPANIES ACT, 2013 (FORM PAS 4) ..................................................... 68 DECLARATION ................................................................................................................................................................ 75 ANNEXURE 1: SUMMARY TERM SHEET ...................................................................................................................... ANNEXURE 2: CREDIT RATING LETTER FROM BRICKWORK RATINGS INDIA PRIVATE LIMITED ....... ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE ....................................................................... ANNEXURE 4: APPLICATION FORM ............................................................................................................................. ANNEXURE 5: FINANCIAL INFORMATION ................................................................................................................. ANNEXURE 6: RELATED PARTY TRANSACTIONS .................................................................................................... ANNEXURE 7: INPRINCIPLE APPROVAL FROM STOCK EXCHANGE(S) ............................................................ ANNEXURE 8: INDICATIVE CASHFLOW SCHEDULE ............................................................................................... ANNEXURE 9: STATEMENT CONTAINING PARTICULARS OF, DATES OF, AND PARTIES TO ALL MATERIAL CONTRACTS AND AGREEMENTS ........................................................................................................... ANNEXURE 10: RESOLUTIONS ........................................................................................................................................ ANNEXURE 11: OTHER DIRECTORSHIP OF THE DIRECTORS OF THE COMPANY ........................................ 4 Private Placement Offer Letter Private & Confidential – For Private Circulation Only SECTION I: NOTICE TO THE INVESTORS AND DISCLAIMERS GENERAL DISCLAIMER This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus under the Act. This Disclosure Document has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”) and has been prepared by the Company in conformity with the extant SEBI Regulations and the Act. This Issue of Debentures, which are to be listed on the WDM, is being made strictly on a private placement basis. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe
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