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TATA for Private Circulation Only CER TIF IE C 1 RUE COP Y .-r. Information Memorandum TA TA M G .....~S LIMITE[ TATA For Private Circulation Only ""J.J """' H. K. THNA Sri. No: I COM PAN Y ECRETARY Date: February 24, 2020 G TATA TATA MOTORS LIMITED Incorporated as a public limited liability company under the Indian Companies Act (VII of 1913) Date of Incorporation: Incorporated on I 51 September 1945. as "Tata Locomotive and Engineering Company Limited" Registered Office: Bombay House. 24 Homi Mody Street. Mumbai 400 001 Tel. No. +91 22 6665 8282; Website: www.tatamotors.com CIN: L28920MHI945PLC004520 Issue of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of a face value of flO,OO,OOO/- (Rupees Ten Lakhs only) each "Debentures", Series E28-B (8.50%) Coupon Tranche I off 250 Crores (Rupees Two Hundred and Fifty Crores only) , (8.50%) Coupon Tranche II off 250 Crores (Rupees Two Hundred and Fifty Crores only), aggregating to f 500 Crores (Rupees Five Hundred Crores only) on a private placement basis (the "Issue"). BACKGROUND This information Memorandum is related to the Debentures to be issued by Tata Motors 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 issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorized by a resolution passed by the Board of Directors of the Issuer on October 25,2019 in line with the Reserve Bank oflndia Master Circular No. RBI/2011-12165 DBOD No.BP.BC.J9/ 21.04.14112011-12 dated July 1, 2011 and by the Board constituted Committee resolution dated February 24, 2020. GENERAL RISKS Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India ('·SEBI'") nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility tor, and confirms that all information with regard to the Issuer and the Issue in this Information Memorandum 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. DEBENTURE HOLDERS The Debentures mentioned herein are not offered for sale or subscription to the public, but are being privately placed with a limjted number of e ligible Investors. This Info rmation Memorandum should not be treated as an offer for sale o r solicitation of an offer to buy the Debentures as prescribed herein by any person, who is not an eligible investor. This Information Memorandum does not constitute an otler for sale or a solicitation of an offer to buy the Debentures as described herein from any person other than the person whose name appears on the cover page of this Information Memorandum. No person other than such person, receiving a serially numbered copy of this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the Debentures. The Company is not liable ifthis Information Memorandum has been received by an Arranger, or by a person who was provided a copy of this Information Memorandum by an Arranger. The distribution of this Information Memorandum and offer and sale of Debentures in certain jurisdiction may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Persons into whose possession this Information Memorandum comes are required to inform themselves as to (a) the legal requirements for the purchase. holding or disposal of the Debentures, (b) any legal restrictions which may affect them and (c) the income and other tax consequences which may apply relevant to the purchase. holding or disposal of the Debentures. Information Memorandum For Private Circulation Only CREDIT RATING CRISIL has assigned CRISIL AA- (pronounced as CRISIL Double A Minus with Negative outlook) rating to the captioned Issue by the Company aggregating up to ₹500 Crores (Rupees Five Hundred Crores only). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning Credit Rating Agency and rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. LISTING The Debentures offered through this Information Memorandum are proposed to be listed on the Wholesale Debt Market Segment of BSE Limited (“BSE”) and National Stock Exchange (“NSE”). The Company has obtained “in-principle” approvals from BSE and NSE on February19, 2020 for listing the Debentures offered through this Issue. The issue would be under the electronic book mechanism for issuance of debt securities on private placement basis as per the Securities and Exchange Board of India (“SEBI”) circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 any amendments thereto (“SEBI EBP Circular”) 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 no. 20180928-24 dated September 28, 2019 and any amendments thereto (“BSE EBP Guidelines”), together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends to use the BSE Bond – EBP platform (as defined in Section 1 titled “Definitions”) for the Issue. Debenture Trustee Registrar to the Issue Vistra ITCL (India) Limited, formerly IL&FS Trust Company Limited TSR Darashaw Consultants Private Limited, formerly The IL&FS Financial Centre, 7th Floor, East Quadrant, TSR Darashaw Limited Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), (Subsidiary of Link Intime India Private Limited) Mumbai 400 051 6-10, Haji Moosa Patrawala Industrial Estate, email id : [email protected] 20, Dr. E. Moses Road, Near Famous Studio, Mahalaxmi, Tel No. : +91 22 2659 3333 Mumbai- 400 011 Fax No : + 91 22 2653 3297 email id: [email protected] Tel No. +91 22 6656 8484 Fax No: +91 22 6656 8494 ISSUE PROGRAMME Issue Opens on : February 24, 2020 Issue Closes on : February 24, 2020 Deemed date of allotment : February 26, 2020 The Issuer reserves the right to change the Issue time table including the Date of Allotment /Deemed date of Allotment at its sole discretion, without giving any reasons or prior notice. The issue will be open for bidding on the Issue Open Date. The issue shall be subject to the provisions of the Companies Act, the rules notified thereunder, The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI ILDS Regulations”), the terms and conditions of this Disclosure document filed with the Stock Exchange and other documents in relation to the Issue. 2 Information Memorandum For Private Circulation Only TABLE OF CONTENTS S. No. Content Page No. 1. Definitions and Abbreviations 4 2. Disclaimers 6 3. Risk factors 9 4. Brief details about the Issuer 33 5. Brief summary of Business /Activities of the Issuer and its line of business 34 6. Brief history of the Issuer since its incorporation 47 7. Details of Shareholding of the Company as on December 31, 2019 50 8. Details of Directors of the Company 52 9. Details of Auditors of the Company 54 10. Details of Borrowings of the Company as on December 31, 2019 55 11. Details of Promoter and Promoter Group of the Company as on December 31, 2019 59 12. Abridged version of Financial Information for the last 3 years 60 13. Material event/development or change having implication on Financials/credit quality 73 14. Name of Debenture Trustee along with Statement on their Consent 73 15. Rating Letter 73 16. Copy of Consent Letter of Debenture Trustee 74 17. Listing of Securities 74 18. Other Information 74 19. Details of Issue 74 20. Disclosures Pertaining To Wilful Default 74 21. Inspection of Documents 75 22. Other Information and Issue Procedure 75 23. Declaration by the Directors / Executives 82 24. Form PAS-4 83 25. General Information 83 26. Particulars of the Offer 85 27. Modes of Payment for subscription 89 28. Disclosures with regard to interest of Directors, Litigation, etc. 89 29. Financial Position of the Company 98 30. Declaration by the Directors 99 31. Annexures Annexure 1- Term Sheet 100 Annexure 2- Credit Rating Letter from CRISIL 104 Annexure 3- Consent Letter from Debenture Trustee 105 Annexure 4- Application Form 106 3 Information Memorandum For Private Circulation Only DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. Tata Motors Limited, a company having its registered office at Bombay House, 24 The Company / Issuer / TML / Tata Homi Mody Street, Mumbai – 400 001 (on a standalone basis, unless the context Motors otherwise requires) The form which shall be circulated to the prospective investors along with the Application Form Information Memorandum/Disclosure document for the purpose of applying for the debentures.
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