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\2 Private Placemenl Offer Letter Private and Contidential FOR PNYATE CIRCUI.ATION ONLY Serial Number Name of Investol: TNDTAN EXPRESS NEWSPAPERS (MUMBAT) LTMTTED A public limited company incorporated under the Companies Act, 1956 with CIN tJ22l20MHl959PLC0l1302 Date of Incorporation: February 25, 1959 Registered Office: Express Towers, Nariman Point, Mumbai - 400021 Corporate Office: Parking level, Hilton side, Express Towers, Nariman Point, Mumbai - 400021 Tel. No.: + 9l-22-43414100; Fax No.: + 9l-22-434141 l0 ISSUE OF UP TO 1OOO REDEEMABLE, AMORTISING, LISTED, RATED AND SECURED NON- CoNVERTIBLE DEBENTURES OF FACE VALUE OF rNR 10,00,000 EACH (THE .DEBENTURES"), AGGREGATING UP TO INR IOO,OO,OO,OOO ON A PRIVATE PLACEMENT BASIS (ISSUE"), (TIIE By INDIAN EXPRESS NEWSPAPERS (MUMBAI) LIMITED (THE "ISSUER") Private Placement Offer Letter Date: June 2,2014 --"1 BACKGROUND t- _--.1 This Private Placement Offer Lefter (hereinafter referred to as the "Offer Letter") is related to the Debentures to be issued by the Issuer on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by the Issuer through a resolution passed by the Board Of Directors of the Issuer on May 15,2014. GENERALRISK As the Issue is being made on a private placement basis, this Offer Letter has not been submitted to or cleared by the Securities and Exchange Board oflndia C'SEBI'). The Issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Offer Letter. Investment in debt and debt related securities involve a degree ofrisk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in the Debentures. For taking an investment decision, investors must rely on their examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the summarized Risk Factors mentioned elsewhere in this Offer Letter. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this 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 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 Offer Letter as a whole or any of such information or the expression ofany such opinions or intentions misleading in any material respect. As at the date of this Offer Letter, Brickwork Ratings India Private Limited has assigned a rating of 'BWR A+(SO)' (Pronounced BWR Single A Plus Structured Obligation) (Outlook: Stable) for the issuance of Debentures. Instruments with this rating are considered to have an adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry a low credit risk. The credit rating letter dated May 26, 2014 issued by Brickwork Ratings India Private Limited is enclosed as Annexure | (Creiit Rating Letter from Brickwork Ratings India Private Limited) to this Offer Letter. The above rating is not a recommeniation tobuy, sell or hold Debentures or other securities and investors should take their own decision. The rating may be subject to revision or withdrawal at anytime by the assigning rating agency and each rating should be-evaluated independently of any other rating. The rating obtained is sudect to rivision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basls of new information etc. CERTIFIED TRUE COPY Private Placemenl OlIer Letter P riva t e and Co nJiden ti al FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor: The Debentures offered through this Offer Letter are proposed to be listed on the Wholesale Debt Market Segment of BSE. The Issuer has obtained "in-principle" approval from BSE on May 30,2014 and will apply for final listing within 15 days from the Deemed Date of Allotment for listing the Debentures offered through this Issue. Please refer to Annexure 3 (ln Principle Listing Approva[) of this Offer Letter for a copy of the in- principal approval letter dated May 30, 2014 issued by BSE. PROGRAM Issue Opens on : June 4,2014 Issue Closes on : June 4,2014 The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Program. Note: This Private Placement Offer Letter prepared under the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended, for private placement ofthe Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subr..ibr for or otherwise acquire the debt securities to be issued by the Issuer. This is only an information brochure intended for private use. ARRANGER DEBENTURE TRUSTEE Standard Chartered Bank IDBI Trusteeship Services Limited Address: CRESCENZO, 5/F, G-Block, Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Opp. MCA Club, Bandra - Kurla Ballard Estate, Mumbai - 400 001 Complex, Mumbai - 400 051 Tel No.: +91 -22-40807000 Tel No.: +91-22-61 158951 Faxz +91-22-66311776 Fax: +91-22-61 157700 Contact person: Abhishek Javadekar Contact person: Anand Jalan Website: www.idbitrustee.com Email: [email protected] Email: [email protected] REGISTRARTO ISSUE CREDIT RATINGAGENCY LISTING EXCTIANGE Sharepro Services (India) Private Brickwork Ratings India BSE Limited Limited Private Limited Address: Phiroze Jeejeebhoy Address: AB Samitha Warehousing Address: 3rd Floor, Raj Alkaa Towers Complex, Znd Floor, Saki Naka, Park, 2913 & 32/2 Kalena Dalal Street Telephone Exchange Lane, Sakinaka, Agrahara, Bannerghatta Road, Mumbai - 400001 Andheri East, Mumbai - 400 072 Bengaluru - 560076 Tel No.: +9 l -22-22721233 Tel No.: 020 6772 0300 Tel No.: +91-8040409940 Frx; +91-22-22721919 Fex: 022 2850 8927 Fax: +91-80-40409941 Website: www.bseindia.com Website: www.shareproservices.com Website: CERTIFIED IRUE COPT Private Placement OlIer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Investor: DEFINITIONS AI\ID ABBREVIATIONS General terms Term Description Account Bank Standard Chartered Bank acting through its branch at 7tP, G-Block, Behind MCA Club, Bandra Kurla Complex, Bandra East, Mumbai 40005 I, Maharashtra, India. Accounts The Designated Account, the Operating Account and the UBI Account. Accounts Agreement The accounts agreement dated June 2,2014 entered into among the Issuer, the Account Bank and the Debenture Trustee for operation of the Designated Account. Account Assets (a) The Designated Account; (b) The Operating Account; (c) The UBI Account; (d) All amounts standing to the credit of, or accrued or accruing on, the Accounts excluding any Future Receipts; and (e) All the moneys, securities, fixed deposits, instruments, investments (including the Permitted Company Investments) and other properties deposited in, credited to, created from, or required to be deposited in, credited to, or created from the Accounts and proceeds of all such securities, fixed deposits, instruments, investments and other properties excluding any Future Receipts; which description shall include all properties of the above description whether presently in existence or acquired hereafter. Application Form The form by which, the Eligible Investors shall apply for the Debentures of the Issuer appended herewith as Annexure 4 (Application Form). Arranger Standard Chartered Bank. Articles of Association The articles ofassociation ofthe Issuer. Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of subsection of (1) of Section 2 of the Depositories Act, 1996). Board Board of Directors of the Issuer or a committee thereof. Borrowings At any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) ofthe Financial Indebtedness ofthe Issuer. Break Costs As defined in the Debenture Trust Deed. BSE BSE Limited. Business Day A day (other than a Saturday, a Sunday or any other day which is a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, l88l) on which banks are CERTIFIED TRIIE CNPY Private Placement Offer Letter Private and ConJidential FOR PNVATE CIRCULATION ONLY Serial Number Name of Inv*tor: Term Description Mumbai. Issuer for that Cashflow In relution to any Relevant Period, EBITDA of the Relevant Period adjusted: (i) by deducting any increase or adding any decrease in working capital during that Relevant Period; (iD by deducting amounts paid during the Relevant Period by the Issuer in cash in resPect ofTax; (iiD by adding the aggregate amount received during the Relevant Period by the Issuer in cash in respect ofany rebate ofTax; (iv)

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