TIDM43ZT
RNS Number : 7150H
NTPC Limited
07 December 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT
This announcement is for information purposes only and is not an
offer to purchase and does not constitute an invitation or
solicitation to sell any securities. This announcement and the
Tender Offer Memorandum referred to herein distributed by or on
behalf of the Issuer (as defined herein) do not constitute an offer
or invitation to participate in the Offer (as defined herein) in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or Offer or for there to
be such participation under applicable laws. The distribution of
this announcement and the distribution of the Tender Offer
Memorandum by or on behalf of the Issuer in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement or the Tender Offer Memorandum distributed by or on
behalf of the Issuer are required to inform themselves about and to
observe any such restrictions. The Offer will not be, and has not
been, offered in India by means of any document and does not
constitute an advertisement, invitation, offer or solicitation of
an offer to buy back any Notes in violation of applicable Indian
laws. Please refer to "Offer and Distribution Restrictions" in the
Tender Offer Memorandum distributed by or on behalf of the Issuer
for further details.
ANNOUNCEMENT BY
NTPC LIMITED
(incorporated with limited liability in the Republic of
India)
IN RESPECT OF ITS:
(1) INR20,000,000,000 7.375 per cent. Notes due 2021 payable in
U.S. Dollars (ISIN: XS1467374473) and (2) INR20,000,000,000 7.25
per cent. Notes due 2022 payable in U.S. Dollars (ISIN:
XS1604199114)
NTPC Limited (the "Issuer") as the issuer of (1) the
INR20,000,000,000 7.375 per cent. Notes due 2021 payable in U.S.
Dollars (ISIN: XS1467374473) (the "2021 Notes"), which is listed on
the SGX-ST, London Stock Exchange's Professional Securities Market,
India-INX and NSE IFSC and (2) the INR20,000,000,000 7.25 per cent.
Notes due 2022 payable in U.S. Dollars (ISIN: XS1604199114) (the
"2022 Notes", together with the 2021 Notes, the "Notes"), which is
listed on the SGX-ST, London Stock Exchange's International
Securities Market, India-INX and NSE IFSC, hereby announces to the
holders of the Notes that it has today launched an invitation to
Eligible Holders (as defined in the tender offer memorandum dated 7
December 2020 distributed by or on behalf of the Issuer (the
"Tender Offer Memorandum")) of the Notes to offer to tender one or
more series of the Notes for purchase by the Issuer for cash (each
an "Offer" and together the "Offers") upon the terms, subject to
the conditions and in the manner set out in the Tender Offer
Memorandum.
Capitalised terms used but not defined herein shall have the
respective meanings given to them in the Tender Offer
Memorandum.
The Issuer is conducting the Offers, among other objectives, to
manage the maturity profile of the Issuer. Notes which are tendered
and accepted for purchase pursuant to the Offers will be cancelled
on the Settlement Date. Notes which have not been validly accepted
for purchase by the Issuer pursuant to the Offers will remain
outstanding.
The full terms and conditions of the Offers are set out in the
Tender Offer Memorandum. All documentation relating to the Offers
and any updates thereto will be made available by the Issuer on the
Offer Website at www.lucid-is.com/ntpc, access to which is subject
to certain offer and distribution restrictions.
The information below summarises only certain terms of the
Offers, as stated in the Tender Offer Memorandum, and is qualified
by and is not a substitute for careful review by Eligible Holders
and their advisers of the Tender Offer Memorandum.
Outstanding Nominal Additional Interest
Notes Amount ISIN Purchase Price (1)(2)(3) Amount(1)(3)
------------------------ ------------------------ ------------- ------------------------- ------------------------
INR20,000,000,000 7.375 INR20,000,000,000 XS1467374473 INR10,000,000 INR175,000
per cent. Notes due
2021 payable in U.S.
Dollars (the "2021
Notes")
INR20,000,000,000 7.25 INR20,000,000,000 XS1604199114 INR10,000,000 INR225,000
per cent. Notes due
2022 payable in U.S.
Dollars (the "2022
Notes")
Notes:
(1) Per INR10,000,000 in nominal amount, payable
in U.S. dollars.
(2) The Purchase Price will be payable in U.S.
dollars on the Settlement Date. Such amount
in U.S. dollars (the "USD Equivalent") will
be calculated by dividing the relevant Purchase
Price by the USD/INR spot rate expressed as
the amount of Indian Rupees per one United States
Dollar, reported by the Financial Benchmarks
India Private Limited, which is displayed on
the website of the Financial Benchmarks India
Private Limited at approximately 8:00 a.m. (London
time) / 1:30 pm Mumbai time two Fixing Business
Days (as defined in the Tender Offer Memorandum)
prior to the Settlement Date (the "Reference
Rate").
(3) In addition to the Purchase Price and the
Additional Interest Amount, the Issuer will
also pay a cash amount in U.S. dollars (as calculated
in accordance with the relevant Notes Conditions)
equal to the Accrued Interest Amount (as defined
in the Tender Offer Memorandum) on each series
of Notes accepted for purchase pursuant to the
Offers. In respect of the 2021 Notes, the Accrued
Interest Amount will be the interest accrued
and unpaid from (and including) 10 August 2020
up to (but excluding) the Settlement Date in
accordance with the Notes Conditions for the
2021 Notes. In respect of the 2022 Notes, the
Accrued Interest Amount will be the interest
accrued and unpaid from (and including) 3 May
2020 up to (but excluding) the Settlement Date
in accordance with the Notes Conditions for
the 2022 Notes.
The Issuer proposes to accept any and all Notes tendered for
purchase pursuant to the Offers in accordance with and on the terms
described in the Tender Offer Memorandum.
The Issuer will pay, on the Settlement Date, for the Notes of
such series validly tendered and accepted for purchase by the
Issuer pursuant to the relevant Offer, the aggregate USD Equivalent
of the relevant Purchase Price applicable to such series of Notes,
the relevant Accrued Interest Amount and the relevant Additional
Interest Amount. To participate in the Offers, an Eligible Holder
of a series of Notes must validly tender for purchase an aggregate
nominal amount of such Notes equal to INR10,000,000 and integral
multiples thereof per series of the Notes.
INDICATIVE TIMETABLE
The following table summarises the key dates for the Offers.
This is an indicative timetable and is subject to change. This
summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information appearing in the
Tender Offer Memorandum.
Events Times and Dates
Announcement and Commencement of the
Offers
The Offers are announced. Notice of 7 December 2020
the Offers is submitted to the Clearing
Systems and uploaded to the Offer Website.
The Tender Offer Memorandum is made
available on the Offer Website (subject
to the distribution restrictions set
out in the section "Offer and Distribution
Restrictions" in the Tender Offer Memorandum)
and from the Information and Tender
Agent (as defined below) upon request.
Expiration Deadline
Final deadline for receipt of valid 4:00 p.m. (London time)
Tender Instructions by the Information / 9:30 p.m. (Mumbai
and Tender Agent in order for Eligible time) on 15 December
Holders to be able to participate in 2020
the Offers.
End of Tender Period, subject to the
right of the Issuer to extend, re-open,
amend and/or terminate the Offers in
respect of any or both series of the
Notes or not at all.
Announcement of Results of the Offers
Announcement of whether the Issuer As soon as reasonably
will accept valid offers to tender practicable following
the Notes for purchase by the Issuer the Expiration Deadline,
pursuant to the Offers, and if so, and expected to be
details of the aggregate nominal amount on or around 16 December
of each series of the Notes accepted 2020
for purchase.
Fixing Time and Fixing Date
Determination of the Reference Rate. At or around 8:00 a.m.
(London time) / 1:30
pm (Mumbai time) on
18 December 2020
Announcement of the Reference Rate
and the USD Equivalent of the Purchase
Price
Announcement by the Issuer of the Reference As soon as reasonably
Rate and the USD Equivalent of the practicable after the
Purchase Price for each series of the Fixing Time on the
Notes. Fixing Date
Settlement Date
Expected settlement date for the Offers. Expected to be on or
around 22 December
2020
The Offers will expire at 4:00 p.m. (London time) / 9.30 p.m.
(Mumbai time) on 15 December 2020, unless extended, re-opened or
terminated as provided in the Tender Offer Memorandum. The
deadlines set by any intermediary or clearing system may be earlier
than the Expiration Deadline. Tender Instructions are irrevocable
once submitted except in the limited circumstances described in the
Tender Offer Memorandum.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes whether such
intermediary needs to receive instructions from a Holder before the
deadlines set out above in order for that Holder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be
earlier than the deadlines specified in the Tender Offer
Memorandum.
Each Offer in relation to each series of the Notes is an
independent transaction and not contingent upon the occurrence or
consummation of an Offer in relation to the other series of the
Notes. The Issuer may, at its own discretion, apply different
timetables (including but not limited to different deadlines and
settlement dates) to an Offer in relation to either series of the
Notes.
The Issuer may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offers at any time in
respect of any or both series of the Notes or not at all (subject
to applicable law and as provided in the Tender Offer
Memorandum).
This announcement is released by the Issuer and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Aditya Dar, Chief General Manager for the
Issuer.
DISCLAIMER
Eligible Holders are advised to read carefully the Tender Offer
Memorandum for the full details of, and information on the
procedures for participating in, the Offers. This announcement must
be read in conjunction with the Tender Offer Memorandum. Any
questions or requests for information in connection with the Tender
Offer Memorandum should be directed to Axis Bank Limited, Singapore
Branch, Barclays Bank PLC, MUFG Securities Asia Limited or Standard
Chartered Bank (together, the "Dealer Managers") as the joint
dealer managers in respect of the Offers, or to Lucid Issuer
Services Limited as information and tender agent (the "Information
and Tender Agent") in respect of the Offers carried out by the
Issuer using the contact details set out in the Tender Offer
Memorandum.
If any Holder is in any doubt as to the action it should take or
is unsure of the impact of the Offers, it is recommended to seek
its own financial and legal advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender Notes
in the Offers. None of the Issuer, the Dealer Managers and the
Information and Tender Agent or any of their respective directors,
employees, affiliates, officers, agents, advisers or
representatives makes any recommendation whether Eligible Holders
should offer Notes in the Tender Offer. Holders should consult with
their own advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to
tender Notes for cash.
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offers in or from
any jurisdiction in or from which, or to or from any person to or
from whom, it is unlawful to make such invitation under applicable
securities laws. The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement or the
Tender Offer Memorandum comes are required by each of the Issuer,
the Dealer Managers and the Information and Tender Agent to inform
themselves about and to observe, any such restrictions.
Each Holder choosing to participate in the Offers will be
required or deemed to give certain representations as set out in
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offers
from a Holder that is unable to make these representations will not
be accepted. Each of the Issuer, the Dealer Managers and the
Information and Tender Agent reserves the right, in their absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to the Offers, whether any such representation
given by a Holder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason)
that such representation is not correct, such tender shall not be
accepted.
NTPC LIMITED
7 December 2020
Legal Entity Identifier: 335800Q4TRGJXNLVMB81
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END
TENFIFVLFILDIII
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