Dear All,
Muthoot Finance is coming out with a Public Issue of secured and unsecured NCDs for an amount aggregating to Rs. 3,000 million (including oversubscription).
The Issue shall open on November 18, 2013 and close on December 2, 2013.
Brief terms of the issue are given below.
Type and nature of instrument
Secured Redeemable NCDs and Unsecured Redeemable NCDs
Face Value (in ` / NCD)
1,000.00
Issue Price (in ` / NCD)
1,000.00
Minimum application
` 10,000.00
In multiples of
` 1,000.00 (1 NCD)
Seniority
Senior (to clarify, the claims of the Secured NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements). The Secured NCDs would constitute secured obligations of ours and shall rank pari passu inter se, present and future and subject to any obligations under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, be secured by way of first pari passucharge on the identified immovable property and a first pari passu charge on current assets, book debts, loans and advances, and receivables including gold loan receivables, both present and future, of our Company.
No security will be created for Unsecured NCD in the nature of Subordinated Debt
Mode of Issue
Public Issue
Issue
Public Issue by our Company of Secured NCDs and Unsecured NCDs aggregating upto ` 1,500.00 million with an option to retain over-subscription upto` 1,500.00 million for issuance of additional Secured NCDs and Unsecured NCDs aggregating to a total of upto ` 3,000.00 million. The Unsecured NCDs will be in the nature of Subordinated Debt and will be eligible for Tier II capital.
Stock Exchange proposed for listing of the NCDs
BSE
Mode of Allotment and Trading
NCDs will be issued in both physical (to the extent permitted) as well as dematerialised form. Trading in the NCDs will however take place compulsorily in dematerialised form. Please note, however, that Applicants cannot apply for Allotment of NCDs under Options VII, VIII, IX, X and XI in physical form.
Trading Lot
1 NCD
Depositories
NSDL and CDSL
Security
Security for the purpose of this Issue will be created in accordance with the terms of the Debenture Trust Deed. For further details please refer to the section titled “Issue Structure” beginning on page 231.
Who can apply
Please refer to the section titled “Issue Procedure” on page 256
Rating
Rating agency
Instrument
Rating symbol
Date of credit rating letter
Amount rated
Rating definition
ICRA
NCDs including Subordinated Debt
“[ICRA]AA-/Negative”
October 11, 2013 (revalidated as on November 06, 2013)
3,000.00million
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.
CRISIL
Secured NCDs
“CRISIL AA-/Negative”
October 21, 2013
3,000.00million
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.
CRISIL
Unsecured NCDs (Subordinated Debt)
“CRISIL AA-/Negative”
October 21, 2013
3,000.00million
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 ratings provided by ICRA and/or CRISIL 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 pages 364 to 382 for rating letter and rationale for the above rating.
Issue Size
Issue of Secured NCDs and Unsecured NCDs aggregating upto ` 1,500.00 million with an option to retain over-subscription upto ` 1,500.00 million for issuance of additional Secured NCDs and Unsecured NCDs aggregating to a total of upto ` 3,000.00 million. Base Issue of ` 1,500.00 million.
Pay-in date
3 (three) Business Days from the date of upload of application in the book building system of BSE or the date of realisation of the cheques/demand drafts, whichever is later.
Application money
The entire application amount is payable on submitting the application.
Record Date
The Record Date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 days prior to the date on which interest is due and payable, and/or the date of redemption. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case may be. In case Record Date falls on a day when stock exchanges are having a trading holiday, the immediate subsequent trading day will be deemed as the Record Date.*
Issue Schedule*
The Issue shall be open from November 18, 2013 to December 02, 2013 with an option to close earlier and/or extend upto a period as may be determined by a duly authorised committee of the Board constituted by resolution of the Board dated July 25, 2011.
Working Days convention/Day count convention / Effect of holidays on payment
All days excluding, Sundays and a public holiday in Kochi or Mumbai or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881, except with reference to Issue Period where working days shall mean all days, excluding Saturdays, Sundays and public holidays in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881.
Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the NCDs. However, if period from the Deemed Date Of Allotment / anniversary date of Allotment till one day prior to the next anniversary / redemption date includes February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the NCDs.
If the date of payment of interest or principal or any date specified does not fall on a Working Day, then the succeeding Working Day will be considered as the effective date for such payment of interest or principal, as the case may be (the “Effective Date”). Interest and principal or other amounts, if any, will be paid on the Effective Date. For avoidance of doubt, in case of interest payment on Effective Date, interest for period between actual interest payment date and the Effective Date will be paid in normal course in next interest payment date cycle. Payment of interest will be subject to the deduction of tax as per Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date falls on a holiday, the payment will be made on the next Working Day, without any interest for the period overdue.
Issue Opening Date
November 18, 2013
Issue Closing Date
December 02, 2013
Default interest rate
Option IV
Put/Call option
There is no put/call option for NCDs.
Deemed Date of Allotment
Deemed Date of Allotment shall be the date as decided by the Board or the duly authorised committee of the Board constituted by resolution of the Board dated July 25, 2011, and as mentioned on the Allotment Advice / regret. All benefits under the NCDs including payment of interest will accrue to the NCD Holders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.
*The subscription list shall remain open at the commencement of banking hours and close at the close of banking hours for the period as indicated, with an option for early closure or extension by such period, as may be decided by the Board or the duly authorised committee of the Board constituted by resolution of the Board dated July 25, 2011. In the event of such early closure of or extension subscription list of the Issue, our Company shall ensure that notice of such early closure or extension is given to the prospective investors through an advertisement in a leading daily national newspaper on or before such earlier date or extended date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the BSE.
Terms and conditions in connection with Secured NCDs
Options
I
II
III
IV
V
VI
VII
VIII
IX
X
Frequency of Interest Payment
Monthly*
Monthly*
Monthly*
Annually**
Annually**
Annually**
NA
NA
NA
NA
Who can apply
Category I– Institution
Category II– Non-institution
Category III- Individual
All categories of investors (Category I, II and III)
Minimum Application
` 10,000
(10 NCDs)
` 10,000
(10 NCDs)
` 10,000
(10 NCDs)
` 10,000
(10 NCDs)
` 10,000
(10 NCDs)
` 10,000
(10 NCDs)
` 10,000
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