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You Must Read the Following Before Continuing IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the offering circular (the "Offering Circular") following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA (WITH ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES") OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER UNITED STATES JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS OR TO ANY U.S. PERSON. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, THEN YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: The Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person. The materials relating to any offering of securities described in the Offering Circular do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in the Offering Circular) in such jurisdiction. The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Dealers (as defined in the Offering Circular) nor any person who controls each of them nor any director, officer, employee nor agent of each of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Dealers. In accordance with applicable provisions of Indian regulations, only investors from jurisdictions that are Financial Action Task Force ("FATF") compliant are eligible to purchase Rupee denominated Notes (as defined in the Offering Circular). Further, banks incorporated in India and overseas branches and subsidiaries of such banks are not permitted to purchase or hold Rupee denominated Notes in any manner whatsoever, save and except as underwriters or arrangers for a period of six months. The Offering Circular has not been and will not be registered, produced or made available to all as an offer document (whether a prospectus in respect of a public offer or an information memorandum or private placement offer letter or other offering material in respect of any private placement under the Companies Act, 2013 or any other applicable Indian laws) with the Registrar of Companies of India ("RoC") or the Securities and Exchange Board of India ("SEBI") or any other statutory or regulatory body of like nature in India, save and except for any information from any part of the Offering Circular which is mandatorily required to be disclosed or filed in India under any applicable Indian laws, including, but not limited to, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended, and under the listing agreement with any Indian stock exchange pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 or pursuant to the sanction of any regulatory and adjudicatory body in India. In addition, holders and beneficial owners shall be responsible for compliance with the restrictions on the ownership of the Rupee denominated Notes imposed from time to time by applicable laws or by any regulatory authority or otherwise. In this context, holders and beneficial owners of Rupee denominated Notes shall be deemed to have acknowledged, represented and agreed that such holders and beneficial owners are eligible to purchase the Rupee denominated Notes under applicable laws and regulations and are not prohibited under any applicable law or regulation from acquiring, owning or selling the Rupee denominated Notes. Potential investors should seek independent advice and verify compliance with the FATF Requirements (as defined in the Offering Circular) prior to any purchase of Rupee denominated Notes. The holders and beneficial owners of Rupee denominated Notes shall be deemed to confirm that for so long as they hold any Rupee denominated Notes, they will meet the FATF Requirements and will not be an offshore branch of an Indian bank or a related party as given under the Indian Accounting Standard-24. Further, all Noteholders represent and agree that the Rupee denominated Notes will not be offered or sold on the secondary market to any person who does not comply with the FATF Requirements or which is an offshore branch or subsidiary of an Indian bank or a related party as given under the Indian Accounting Standard-24. In connection with Section 309B of the Securities and Futures Act (Cap. 289) of Singapore ("SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018, the Issuer is exempt from the obligations under Section 309B(1) of the SFA to determine and to notify any approved exchange or relevant person (as defined in Section 309A(1) of the SFA) of the classification of the Notes in respect of the Relevant Offer. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. To the fullest extent permitted by law, none of Axis Bank Limited, Singapore Branch, Standard Chartered Bank or Standard Chartered Bank (Singapore) Limited (together the "Arrangers") nor the Trustee or the Agents (each as defined in the Offering Circular) accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arrangers, the Trustee or the Agents or on their behalf in connection with the Issuer, the Guarantor (as defined in the Offering Circular) or the issue and offering of the Notes. The Arrangers, the i Trustee, the Agents and their respective affiliates, directors, officers, employees, agents, representatives or advisers accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which they might otherwise have in respect of this Offering Circular or any such statement. ii Defining the Future Kerala Infrastructure Investment Fund Board (a body corporate constituted by the Kerala Infrastructure Investment Fund Act, 1999) INR 50,000,000,000 Guaranteed Medium Term Note Programme unconditionally and irrevocably guaranteed by The Government of Kerala acting through the Finance Department of Kerala Under this INR 50,000,000,000 Guaranteed Medium Term Note Programme (the "Programme"), Kerala Infrastructure Investment Fund Board (the "Issuer") may from time to time issue notes (the "Notes") denominated in INR or any other currency agreed between the Issuer and the relevant Dealer (as defined below) and as permitted by applicable Indian law. The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by The Government of Kerala ("State Government" or the "Guarantor"), acting through the Finance Department of Kerala (the "Finance Department of Kerala"). The Notes may be issued in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed INR 50,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to any increases as described herein.
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