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Convertible, Bonds Series-62 in the Nature of Debent

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Convertible, Bonds Series-62 in the Nature of Debent PRIVATE & CONFIDENTIAL Draft Information Memorandum (A Government of India Undertaking) (भारत सरकार का उपक्रम ) Registered & Corporate Office: IFCI Ltd. IFCI Tower, 61, Nehru Place, New Delhi - 110019 Tel No.: (011) 41732475, 41732000; Fax: 91-11- 26230029, 26230466 E-mail: [email protected]; [email protected]; Website: www.ifciltd.com CIN: L74899DL1993GOI053677 PRIVATE PLACEMENT OF UPTO 4,000 (FOUR THOUSAND) UNSECURED, REDEEMABLE, NON- CONVERTIBLE, BONDS SERIES-62 IN THE NATURE OF DEBENTURES OF RS.10,00,000/- EACH (“DEBENTURES”/ “BONDS”/ “NCDs”) FOR CASH, FOR AN ISSUE SIZE OF ₹ 200 CRORE WITH OPTION TO RETAIN OVERSUBSCRIPTION UPTO ₹ 200 CRORE AGGREGATING UPTO Rs. 400 CRORE (RUPEES FOUR HUNDRED CRORE ONLY) (“ISSUE”). (THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS PRIVATE PLACEMENT OFFER LETTER IS PREPARED AND ISSUED IN CONFORMITY WITH COMPANIES ACT, 2013, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED, FORM PAS-4 PRESCRIBED UNDER SECTION 42 AND RULE 14(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AS AMENDED FROM TIME TO TIME, AND IS AN INFORMATION MEMORANDUM FOR THE PURPOSES OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME. THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR JANUARY 05, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/05, AND SEBI CIRCULAR DATED AUGUST 16, 2018 BEARING REFERENCE NUMBER SEBI/HO/DDHS/CIR/P/2018/122, EACH AS AMENDED (“SEBI EBP CIRCULARS”), READ WITH THE UPDATED OPERATIONAL GUIDELINES “FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH AN ELECTRONIC BOOK MECHANISM” ISSUED BY BSE VIDE THEIR NOTICE NUMBER 20180928-24 DATED 28 SEPTEMBER 2018 (“BSE EBP GUIDELINES”) AS APPLICABLE. THE SEBI EBP CIRCULARS AND THE BSE EBP GUIDELINES / NSE EBP GUIDELINES SHALL HEREINAFTER BE REFERRED TO AS THE “OPERATIONAL GUIDELINES”. THE ISSUER INTENDS TO USE THE BSE BID BOND PLATFORM FOR THIS ISSUE, AS AMENDED FROM TIME TO TIME AND SUCH OTHER CIRCULARS APPLICABLE FOR ISSUE OF DEBT SECURITIES ISSUED BY SEBI FROM TIME TO TIME. Credit Rating ICRA has vide its letter No. D/RAT/2020-21/I-57/5 dated June 17, 2020, has assigned a credit rating of "[ICRA]BBB- (Negative)” for the Debentures to be issued in the proposed Issue. Instruments with [ICRA]BBB- rating indicate moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk Brickwork Ratings has vide its letter No. BWR/NCD/MUM/CRC/VYD/0140/2020-2021 dated June 23, 2020 has assigned a credit rating of ‘BWR BBB+ /Negative’ for the Debentures to be issued in the proposed Issue. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry very moderate credit risk. The above ratings are not recommendations to buy, sell or hold securities and investors should take their own decision. The ratings 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. Bidding This Private placement offer letter is uploaded on the BSE EBP Platform to comply with the Operational Guidelines and no offer of Debentures is being made under this Draft Information Memorandum. An offer will be made by issue of the private placement offer cum application letter (“PPOAL”) after completion of the bidding process on the Issue closing date to successful bidders in accordance with applicable law. Listing The Debentures are proposed to be listed on the BSE Limited. Link Intime India Pvt. Ltd Axis Trustee Services Ltd. nd C-101, 247 Park,L.B.S. Marg, Vikhroli (West), The Ruby, 2 Floor, SW 29, Senapati Bapat Marg, Mumbai – 400083. Dadar West, Mumbai – 400028 Tel: 022 4918 6000 Fax: 022 4918 6060 Tel: 022-24252525/43252525, Fax: 022-2425420 Email: Email: [email protected] [email protected] Bid Open/ Bid Close on Issue Open/ Issue Close on Deemed Date of Allotment Pay in Date June 26, 2020 June 26, 2020 June 29, 2020 June 29, 2020 IFCI BONDS – SERIES -62 – Offer Document TABLE OF CONTENTS I DEFINITIONS/ABBREVIATIONS………………………………………………………….... II DISCLAIMER STATEMENT..................................................................................................... III RISK FACTORS........................................................................................................................... IV ISSUE STRUCTURE (SUMMARY)......................................................................................... V GENERAL INFORMATION..................................................................................................... VI DETAILED TERMS OF THE ISSUE....................................................................................... VII STATEMENT OF TAX BENEFITS.......................................................................................... VIII PROCEDURE OF APPLICATION........................................................................................... IX ABOUT ISSUER…....................................................................................................................... Overview & Corporate Structure Major events Board of Directors Auditors Details of Share Capital Details of Borrowings Financial statements X APPENDICES…………………………………………………………………………………... Rating assignment letters & Rating Rationales Consent letter of Debenture Trustee and Registrar Financial Results 2 IFCI BONDS – SERIES -62 – Offer Document I. DEFINITIONS/ ABBREVIATIONS Arranger(s) SBI Capital Markets Limited Articles/AoA Articles of Association of IFCI Ltd. Board/ Board of The Board of Directors of IFCI Ltd. or Committee thereof Directors Bonds Unsecured, Redeemable, Non-Convertible, Bonds Series-62 in the nature of debentures of face value Rs.10,00,000/- each Book Closure/ Record The date of closure of register of Bonds for payment of interest and repayment Date of principal Brickwork Ratings Brickwork Ratings India Private Limited Business Days Shall be a day on which money markets is functioning in Mumbai ICRA Ratings ICRA Limited CAR Capital Adequacy Ratio Call Option Option with the issuer for redeeming the Bonds before maturity on the Call Option Date CBDT Central Board of Direct Taxes CDSL Central Depository Services (India) Ltd. Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, bonds and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time Depositories Act The Depositories Act, 1996, as amended from time to time. Depository Participant A Depository participant as defined under Depositories Act Designated Stock BSE Limited. Exchange DER Debt Equity Ratio Director(s) Director(s) of IFCI Ltd. unless otherwise mentioned Disclosure Document Disclosure Document dated [] for Private Placement of Unsecured, Redeemable, Non-Convertible Bonds Series- 62 DP Depository Participant EPS Earning Per Share FIs Financial Institutions FIIs Foreign Institutional Investors Financial Year/ FY Period of twelve months period ending March 31, of that particular year GoI Government of India/ Central Government HUF Hindu Undivided Family IBR IFCI Benchmark Rate Issuer/ IFCI/ Company IFCI Ltd. I.T. Act The Income Tax Act, 1961, as amended from time to time Listing Agreement Listing Agreement for Debt Securities executed between the Issuer and stock exchanges MoF Ministry of Finance NPAs Non-Performing Assets NRIs Non Resident Indians NSDL National Securities Depository Ltd. 3 IFCI BONDS – SERIES -62 – Offer Document OCBs Overseas Corporate Bodies PAN Permanent Account Number PLR Prime Lending Rate Put Option Option with the investor for redeeming the Bonds before maturity on the Put Option Date Rs. Indian National Rupee RBI Reserve Bank of India RTGS Real Time Gross Settlement Registrar Registrar to the issue (in this case being – Link Intime India Pvt Ltd. (Only for electronic connectivity) SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended. Security The Debentures proposed to be issued under this Issue will be unsecured. TDS Tax Deducted at Source The Companies Act/ The Companies Act, 1956 as amended from time to time The Act The Issue/ The Offer/ Issue through Private Placement of upto 4,000 Unsecured, Redeemable, Non- Private Placement Convertible, Bonds Series-62 in the nature of debentures of face value Rs.10,00,000/- each for cash, for an issue size of Rs. 200 crore with option to retain oversubscription upto Rs. 200 crore aggregating up to Rs. 400 crore. 4 IFCI BONDS – SERIES -62 – Offer Document II DISCLAIMER STATEMENT GENERAL DISCLAIMER This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and should not be construed to be a prospectus or a statement in lieu
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