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REC LIMITED (Formerly Known As Rural Electrification Corporation Limited) (A Government of India Enterprise) Regd

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REC LIMITED (Formerly Known As Rural Electrification Corporation Limited) (A Government of India Enterprise) Regd PRIVATE PLACEMENT OFFER LETTER - SERIES 192 (PRIVATE AND CONFIDENTIAL) TO BE CIRCULATED TO THE ENTITY AS SET OUT IN THE COVER PAGE THIS PRIVATE PLACEMENT OFFER LETTER IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS REC LIMITED (Formerly known as Rural Electrification Corporation Limited) (A Government of India Enterprise) Regd. Office: Core-4, SCOPE Complex, 7 Lodi Road, New Delhi 110003 Tel.:+91-11-43091527; Facsimile: +91-11-2436 9849; E-mail: [email protected] Website: www.recindia.nic.in CIN No. – L40101DL1969GOI005095 FOR PRIVATE CIRCULATION ONLY This Private Placement Offer Letter is 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, the Companies (Share Capital and Debenture) Rules, 2014, as amended, RBI’s Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, Circular Number: RBI/DNBR/2016-17/45, Master Direction DNBR.PD.008/03.10.119/2016-17, dated September 01, 2016 Circular No. RBI/2014-15/475 DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20, 2015, as amended, 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. This issuance would be under the electronic book mechanism for issuance of debt securities on private placement basis in accordance with 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”) or the “Electronic Bidding Platform for Issuance of Debt Securities on Private Placement Basis” issued by the NSE vide their circular number 24/2018 dated September 28, 2018 (“NSE 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. PRIVATE PLACEMENT OFFER LETTER DATED 5 MARCH, 2020 PRIVATE PLACEMENT OFFER LETTER FOR PRIVATE PLACEMENT OF SERIES 192 UNSECURED, REDEEMABLE, NON-CONVERTIBLE, NON-CUMULATIVE, TAXABLE, BONDS OF RS. 500 CRORE FOR CASH AT PAR (“SERIES 192 BASE ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION BY WAY OF GREEN SHOE OPTION UPTO RS. 1882 CRORE, AGGREGATING TO RS. 2382 CRORE (“SERIES 192 ISSUE” OR “ISSUE”). NEITHER THE ISSUER NOR ANY OF THE CURRENT DIRECTORS OF THE ISSUER HAS BEEN DECLARED AS WILFUL DEFAULTER. TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE BEACON TRUSTEESHIP LIMITED KFIN TECHNOLOGIES PRIVATE LIMITED Registered Office: Registered Office: Karvy Selenium Tower B, 4C & D Siddhivinayak Chambers, Gandhi Nagar, Plot No. 31-32, Gachibowli Financial Bandra East, Mumbai – 400 051 District Nanakramguda, Hyderabad Tel: +91 022 26558759 Tel: +91 40 6716 2222 Contact Person: Ms. Jayshree Kakani, Company Facsimile: +91 40 2343 1551 Secretary Website: https://www.kfintech.com/ Email: [email protected] Contact Person: Gopal Krishna K V S Website: http://beacontrustee.co.in/ Email: [email protected] SEBI Registration No: IND000000569 SEBI Registration No.: INR000000221 ISSUE PROGRAMME ISSUE OPENS ON: 5 MARCH, 2020 ISSUE CLOSES ON: 5 MARCH, 2020 LISTING The Bonds are proposed to be listed on wholesale debt market (“WDM”) segment of the National Stock Exchange of India Ltd. and/or BSE Ltd. The BSE and NSE have granted the in-principle approval by letters dated 4 March 2020, and 4 March 2020 respectively. PRIVATE PLACEMENT OFFER LETTER - SERIES 192 FOR ADDRESSEE ONLY TABLE OF CONTENTS SECTION I DEFINITIONS AND ABBREVIATIONS 2 SECTION II DISCLAIMERS 5 SECTION III GENERAL INFORMATION 7 SECTION IV BRIEF HISTORY OF ISSUER SINCE INCORPORATION 10 SECTION V EXISTING CORPORATE ORGANOGRAM 14 SECTION VI BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS SUBSIDIARIES 15 SECTION VII OUR MANAGEMENT 20 SECTION VIII REGULATORY DISCLOSURES 23 SECTION IX MANAGEMENT’S PERCEPTION OF RISK FACTORS 28 SECTION X CAPITAL STRUCTURE 32 SECTION XI FINANCIAL INDEBTEDNESS 38 SECTION XII FINANCIAL INFORMATION 40 SECTION XIII SUMMARY TERM SHEET 45 SECTION XIV ISSUE PROCEDURE 51 SECTION XV MATERIAL CONTRACTS AND AGREEMENTS 60 SECTION XVI DECLARATION 61 SECTION XVII ANNEXURES 62 1 PRIVATE PLACEMENT OFFER LETTER - SERIES 192 FOR ADDRESSEE ONLY SECTION I DEFINITIONS AND ABBREVIATIONS Articles/Articles of Articles of association of the Issuer as amended. Association/AoA Allotment/Allot The issue and allotment of the Bonds to the successful Applicants pursuant to this Issue. Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds and which will be considered as the application for Allotment of Bonds for the Series 192 Issue. Applicant An eligible investor as defined in Section XIII “Summary Term-Sheet” of this Private Placement Offer Letter, who applies for the Bonds pursuant to the terms of this Private Placement Offer Letter and the Application Form. Arrangers to the Issue Arrangers to the Issue are the entities as listed in this Private Placement Offer Letter. Board/Board of Directors The board of directors of the Issuer or Committee thereof. Bonds Unsecured, redeemable, non-convertible, non-cumulative, taxable, bonds in the nature of debentures of face value of Rs. 10 lakh each offered under Series 192 Issue through private placement route under the terms of this Private Placement Offer Letter. Bond Trustee Trustee for the Bonds, being BEACON Trusteeship Limited. Bondholder(s) Any person holding the Bonds and whose name appears in the list of Beneficial Owners provided by the Depositories or whose name appears in the Register of Debenture holders maintained by the Issuer or Registrar. Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (‘Beneficial Owner’ of the Bond(s) as defined in clause (a) of sub-section of Section 2 of the Depositories Act, 1996). Record Date Record date of interest shall be 15 (fifteen) days prior to each interest payment date and 15 (fifteen) days prior to the date of Maturity. Interest shall be paid to the person whose name appears as sole/first in the Register of Debenture holders or Beneficial Owners position of the Depositories on Record Date or to the Bondholders who have converted the Bonds to physical form and their name is registered on the registers maintained by the Issuer or Registrar. In the event of the Issuer not receiving any notice of transfer at least 15 (fifteen) days before the respective due date of payment of interest and at least 15 (fifteen) days prior to the maturity date, the transferees for the Bond shall not have any claim against the Issuer in respect of interest so paid to the registered Bondholder. BSE BSE Limited. BSE Bond-EBP Platform EBP platform of BSE for issuance of debt securities on private placement basis. Business Day Business day is the day when the money market is functioning in Mumbai. CAG Comptroller and Auditor General of India. CAR Capital Adequacy Ratio. CARE Credit Analysis & Research Limited. CDSL Central Depository Services (India) Limited. CMD Chairman and Managing Director of the Issuer. Committee A committee of the Board of Directors. Companies Act The Companies Act, 2013, as amended and to the extent notified by the Ministry of Corporate Affairs, Government of India. CRISIL CRISIL Limited. Crore An amount of Rs. 1,00,00,000. Deemed Date of Allotment The cut-off date on which the duly authorized committee approves the Allotment of the Bonds i.e. the date from which all benefits under the Bonds including interest on the Bonds shall be available to the Bondholders. The actual allotment of Bonds (i.e. approval from the Board of Directors or a Committee thereof) may take place on a date other than the Deemed Date of Allotment. Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended. Depositories Act The Depositories Act, 1996, as amended. Depository Participant / DP A depository participant as defined under Depositories Act, 1996. Designated Bank Account Shall have the meaning as set out in Section XIV “Issue Procedure”. Designated Stock Exchange BSE Limited. Director A member of the Board of Directors. EBP Electronic Bidding Platform. EESL Energy Efficiency Services Limited. Equity Shares Equity shares of the Issuer of face value of Rs. 10 (ten) each. 2 PRIVATE PLACEMENT OFFER LETTER - SERIES 192 FOR ADDRESSEE ONLY Exchanges BSE and/or NSE. FPI Foreign portfolio investors as defined under SEBI (Foreign Portfolio Investors) Regulations, 2019, as amended, and registered with SEBI. Financial Year/ FY/ Fiscal Period of 12 (twelve) months period ending on March 31, of that particular year. GoI / Government / Government of India/Central Government. Government of India HUDCO Housing and Urban Development Corporation Limited. ICRA ICRA Limited. Indian GAAP Accounting Standards in accordance with the Companies (Accounting standards) Rules, 2006 notified under Section 133 of the Act and other relevant provisions of the Act. IND-AS Indian accounting standards (IND-AS) in accordance with Companies (Indian Accounting Standards) Rules, 2015, as amended notified under section 133 of the Act and other relevant provisions of the Act. Independent Director An independent director referred to in sub-section (4) of Section 149 of the Companies Act. IEX Indian Energy Exchange Limited. IRRPL India Ratings & Research Private Limited.
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