Disclosure Document dated 18th September 2019 PRIVATE & CONFIDENTIAL – FOR PRIVATE CIRCULATION ONLY (THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD- NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013), AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013- 14/43/207 DATED JANUARY 31, 2014 AS AMENDED SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. LAD- NRO/GN/2014-15/25/539 DATED MARCH 24, 2015, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES) REGULATIONS,2013 ISSUED VIDE CIRCULAR No. LAD-NRO/GN/2013-14/11/6063 DATED JUNE 12,2013 AND RBI CIRCULAR NO. DBR.NO.BP.BC.1/21.06.201/2015-16 DATED JULY 01, 2015, RBI CIRCULAR No. DBR.No.BP.BC.83/21.06.201/2015-16 dated March 1, 2016 Indian Overseas Bank Central Office, 763, Anna Salai Chennai-600 002 Tel: 044-71729791, 28415702, 28889392 email: [email protected] website: www.iob.in DISCLOSURE DOCUMENT DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF % UNSECURED, NON-CONVERTIBLE, BASEL III COMPLIANT TIER II BONDS – SERIES III IN THE NATURE OF DEBENTURE OF ( RS. 10.00 LAKHS EACH FOR CASH AT PAR) Rs.500 CRORE, WITH A GREEN SHOE OPTION OF Rs.300 CRORE AGGREGATING THE ISSUE SIZE UPTO Rs.800 CRORE (the “issue”), BY INDIAN OVERSEAS BANK (“IOB”/ the “Issuer”/ the “Bank”). GENERAL RISK For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer including the risks involved. The Bonds have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document ISSUER’S ABSOLUTE RESPONSIBILITY The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document 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 the Disclosure Document 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 make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect CREDIT RATING CRISIL A+ / Stable Issuers with this rating are considered to offer adequate degree of safety regarding timely servicing of financial obligations. Such Institutions carry low credit risk. India Ratings: IND AA–/Negative 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 Rating(s) are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning Rating Agency on the basis of new information. Each rating should be evaluated independent of any other rating. 1 Disclosure Document dated 18th September 2019 LISTING Proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of National Stock Exchange of India Limited. (“NSE”) / BSE Limited (“BSE”) DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE IDBI TRUSTEESHIP CAMEO CORPORATE SERVICES LTD. SERVICES LTD Ground Floor, Asian (Unit – IOB) Subramanian Building, Building, 17, R Kamani V Floor, No 1 Club House Road, Road, Ballard Estate, Fort, Chennai 600 002. Mumbai, Maharashtra Tel : 044-28460390 (Six Lines) 400001 28460395 Tel : 022 4080 7000 Fax : 044-28460129 Fax : 022-66311776 ARRANGER(S) TO THE ISSUE (in alphabetic order) NIL ISSUE SCHEDULE ISSUE OPENS ON: 20.09.2019 ISSUE CLOSES ON: 20.09.2019 PAY IN DATE: 24.09.2019 ALLOTMENT 24.09.2019 DATE: 2 Disclosure Document dated 18th September 2019 TABLE OF CONTENTS Sr. No. Pg INDEX No. * DISCLAIMER 4 * DEFINITIONS / ABBREVIATIONS 6 A ISSUER INFORMATION 8 B BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS (i) OVERVIEW 10 (ii) CORPORATE STRUCTURE 20 KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 YEARS ON STANDALONE 21 (iii) BASIS (iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS 21 (v) SUBSIDIARIES 21 BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY 21 C REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 22 (ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE LAST FIVE YEARS 22 (iii) EQUITY SHARE CAPITAL HISTORY OF THE BANK 22 (iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 22 (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 22 D DETAILS OF THE SHAREHOLDING OF THE BANK AS ON THE LATEST QUARTER END (i) SHAREHOLDING PATTERN OF THE BANK AS ON LAST QUARTER END 23 (ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE BANK AS ON THE LATEST QUARTER END 23 E DETAILS REGARDING THE DIRECTORS OF THE BANK (i) DETAILS OF THE CURRENT DIRECTORS OF THE BANK 24 (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 25 F DETAILS REGARDING THE AUDITORS OF THE BANK (i) DETAILS OF THE STATUTORY AUDITORS OF THE BANK 25 (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 25 G DETAILS OF BORROWINGS OF THE BANK, AS ON THE LATEST QUARTER END (i) DETAILS OF UNSECURED AND SECURED LOAN FACILITIES 26 (ii) DETAILS OF BONDS 26 (iii) LIST OF TOP 10 BOND HOLDERS 28 THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF 28 (iv) THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP BANK, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. DETAILS OF CERTIFICATE OF DEPOSITS: - THE TOTAL FACE VALUE OF CERTIFICATE OF 28 (v) DEPOSITS OUTSTANDING AS ON THE LATEST QUARTER DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, 29 (vi) OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF 29 (vii) ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE BANK, IN THE PAST 5 YEARS DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE 29 (viii) TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, 3 Disclosure Document dated 18th September 2019 (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION 29 DETAILS OF PROMOTERS OF THE BANK H DETAILS OF PROMOTER HOLDING IN THE BANK AS ON THE LATEST QUARTER END ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS 29 I STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL 31 J INFORMATION AND AUDITOR’S QUALIFICATIONS ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE 33 FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, K CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES THE NAMES OF THE BOND TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE 33 EFFECT THAT BOND TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS L APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES. 34 DETAILED CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF M OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER 34 N DOCUMENT / LETTER WITH SIMILAR INTENT O COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 34 NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE 34 P PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE Q OTHER DETAILS I DRR CREATION 35 ii ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 35 iii APPLICATION PROCESS 35 R PROCEDURE FOR APPLYING FOR DEMAT FACILITY 36 S HOW TO APPLY 37 T TERM SHEET: ISSUE DETAILS 41 U DISCLOSURE OF CASH FLOWS 49 V OTHER TERMS OF OFFER 49 W MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 54 X DECALARATION 55 Y ANNEXURES 1 APPLICATION FORM 56 DISCLAIMER(S) 1. DISCLAIMER OF THE ISSUER: This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD- NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended CIR/IMD/DF/18/2013 Dated October 29, 2013 and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (amendment) regulations, 2014 issued vide circular no.