Draft Prospectus February 18, 2014 INDIA INFOLINE HOUSING FINANCE LIMITED A Public Limited Company Incorporated under the Companies Act, 1956, as amended Registered as a Housing Finance Company within the meaning of the National Housing Bank Act, 1987 (Act no. 53 of 1987) Registered Office & Corporate Office: 12A-10, 13th floor, Parinee Crescenzo, C-38 and 39, G Block, Bandra Kurla Complex, Bandra – East, Mumbai – 400 051, Maharashtra, India. Tel.:+91 22 6788 1000; Fax: +91 22 6788 1010; Website: www.iihfl.com For details of changes in Name and Registered Office, please refer to the chapter “History and Certain other Corporate Matters” on page 78. Compliance Officer and Contact Person: Mr. Nirav Shah Tel.:+91 22 6788 1015; E-mail: [email protected] Public Issue by India Infoline Housing Finance Limited, (“Company” or “Issuer”) of Un-Secured, Redeemable, Non-Convertible Debentures of face value of `1,000 each, (“NCDs”), aggregating upto `1000 million, hereinafter referred to as the “Base Issue” with an option to retain over-subscription up to `1,000million aggregating to a total of upto `2,000 million, hereinafter referred to as the “Overall Issue size”. The NCDs are in the nature of subordinated debt and will be eligible for Tier II capital. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, the investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to the chapter titled “Risk Factors” on pages 11 to 26. This document has not been and will not be approved by any regulatory authority in India, including the National Housing Bank (“NHB”), the Securities and Exchange Board of India (“SEBI”), any registrar of companies or any stock exchange in India. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Prospectus 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 this Draft Prospectus is true and correct in all material respects 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 Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The NCDs proposed to be issued under this Issue have been rated ‘CRISIL AA-/Stable’ by CRISIL for an amount of ` 2,000 million vide its letter dated February 13, 2014 and ‘[ICRA] AA- with Stable Outlook’ by ICRA for an amount of up to ` 2,000 million vide its letter dated February 13, 2014 read with clarification letter dated February 17, 2014.The rating of NCDs by CRISIL indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The rating of NCDs by ICRA indicates instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The ratings provided by CRISIL and/or ICRA may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decisions. Please refer to page 224 for the rationale for the above ratings. LISTING The NCDs offered through this Draft Prospectus are proposed to be listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). Our Company has obtained ‘in-principle’ approvals for the Issue from the NSE and BSE vide their letter(s) dated []. For the purposes of the Issue, NSE shall be the Designated Stock Exchange. PUBLIC COMMENTS This Draft Prospectus has been filed with NSE and BSE pursuant to the regulation 6(2) of the SEBI Debt Regulations. This Draft Prospectus is open for public comments for a period of 7 (seven) Working Days. This Draft Prospectus is available on the website of our Company, on the website of the Stock Exchanges i.e., NSE and BSE and the respective websites of the Lead Managers. All comments on this Draft Prospectus are to be forwarded to the attention of Mr. Nirav Shah, Compliance Officer; Tel.:+91 22 67881000; Fax: +91 22 6788 1010; E-mail: [email protected]. All comments MUST be received by the Issuer within 7 working days of filing this Draft Prospectus with NSE, the Designated Stock Exchange. Comments by post, fax and email shall be accepted, however please note that all comments must be received by the Issuer by 5 p.m. on the 7th working day from the date on which this Draft Prospectus is filed with NSE, i.e. the Designated Stock Exchange. LEAD MANAGERS TO THE ISSUE DEBENTURE TRUSTEE Axis Capital Limited India Infoline Limited* Trust Investment Advisors Private Limited IDBI Trusteeship Services Limited** Axis House, Level 1 IIFL Centre, Kamala City, 109//110, 1st Floor, Balrama, Village Parigkhari, Asian Building, C-2 Wadia International Centre, Senapati Bapat Marg, Lower Parel (West), Bandra Kurla Complex, Bandra (East), Ground Floor, P.B. Marg, Worli, Mumbai 400 013, Maharashtra, India Mumbai – 400 051, Maharashtra, India 17, R Kamani Marg, Mumbai 400 025, Maharashtra, India Tel: +91 22 4646 4600 Tel. : +9122 40845000/60 Ballard Estate, Tel.: +91 22 4325 2525 Fax: +91 22 2493 1073 Fax.: +9122 40845066/07 Mumbai - 400 001 Fax: +91 22 4325 3000 Email:[email protected] Email: [email protected] Maharashtra, India. Email: [email protected] Investor Grievance mail: [email protected] Investor Grievance mail: Tel: +91 22 4080 7001 Website: www.axiscap.in Website: www.iiflcap.com [email protected] Fax: + 91 22 6631 1776 Investor grievance email: [email protected] Contact Person: Sachin Kapoor/Pinak Website: www.trustgroup.co.in Website: www.idbitrustee.co.in Contact Person: Simran Gadh Bhattacharyya Contact Person: Anindya Sen Contact Person: Ajit Guruji Compliance Officer: M Natarajan Compliance Officer: Rajesh Ganu Compliance Officer: Balakrishna Shah Email: [email protected] SEBI Regn. No.:INM000012029 SEBI Regn. No.: INM 000010940 SEBI Regn No.:INM000011120 SEBI Regn. No.:IND000000460 CO-LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE RR Investors Capital Services Private Limited Karvy Investor Services Limited SMC Capitals Limited*** Link Intime India Private Limited 47, M M Road, 701, Hallmark Business Plaza, 302-303, Enterprise Centre, C- 13 Pannalal Silk Mills Rani Jhansi Marg, Sant Dnyaneshwar Marg, Near Orchid Hotel, Compound, Jhandewalan, Off. Bandra Kurla Complex, Bandra (East), Nehru Road, Vile Parle (East), LBS Marg, Bhandup (West), New Delhi – 110055, India Mumbai 400 051, Maharashtra, India Mumbai 400 099, Maharashtra, India Mumbai 400 078, Tel: + 91 11 2363 6362/63 Tel: + 91 22 6149 1500 Tel: +91 22 6648 1818 Maharashtra, India Fax: +91 11 2363 6745 Fax: +91 22 61491515 Fax: +91 22 6648 1850 Tel: +91 22 2596 7878; Email: [email protected] Email: [email protected] Email: [email protected] Fax: +91 22 2596 0329 Investor Grievance Email: [email protected] Investor Grievance Email: [email protected], Investor Grievance Email: Email: [email protected] Website: www.rrfinance.com/www.rrfcl.com [email protected] [email protected] Investor Grievance mail: Contact Person: Anurag Awasthi Website: www.karvy.com Website: www.smccapitals.com [email protected] Compliance Officer: Ravi Kant Goyal Contact Person: Sumit Singh/ Swapnil Mahajan Contact Person: Sanjeev Barnwal Website: www.linkintime.co.in SEBI Regn. No.: INM000007508 Compliance Officer: V. Madhusudhan Rao Compliance Officer: Sanjeev Barnwal Contact Person: Dinesh Yadav SEBI Regn. No.: INM000008365 SEBI Regn. No.: INM000011427 SEBI Regn. No.: INR000004058 ISSUE SCHEDULE # Issue Opens on [] Issue closes on [] *India Infoline Limited (IIFL) is our Promoter’s Promoter. As there are common directors between IIFL and our Company, IIFL is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). IIFL will sign the due diligence certificate and accordingly been disclosed as a Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, IIFL would be involved only in marketing of the Issue. **IDBI Trusteeship Services Limited has, by its letter dated February 11, 2014, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to this Issue. For further details please refer to “General Information – Debenture Trustee” on page 30. ***The SEBI registration certificate as “Merchant bankers” for SMC Capitals Limited has expired on December 30, 2013. An application dated September 25, 2013 for renewal of the said certificate of registration has been made to SEBI. #The subscription list for the Issue shall remain open for subscription upto 5pm., with an option for early closure or extension by such period, up to a period of 30 days from the date of opening of the Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be on or before such early date of closure or the initial Closing Datethrough advertisement/s in a leading national daily newspaper.
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