TIDM43ZT
RNS Number : 8324I
NTPC Limited
16 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 does not
constitute or form part of and should not be construed as an
invitation or a solicitation of an offer to acquire, purchase or
subscribe for securities or an inducement to enter into investment
activity, or an invitation to enter into an agreement to do any
such things, nor is it calculated to invite any offer to acquire,
purchase or subscribe for any securities in India, Hong Kong,
Singapore, United Kingdom or the United States or any other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction, and neither this
announcement nor anything herein forms the basis for any contract
or commitment whatsoever.
This announcement is not for distribution, directly or
indirectly, to any person or address in the United States. This
announcement and the information contained herein does not
constitute or form part of an offer to sell securities in the
United States. Securities may not be offered or sold in the United
States unless registered pursuant to the Securities Act, or
pursuant to an applicable exemption from such registration
requirement. The securities referred to herein have not been and
will not be registered under the Securities Act and no public
offering of securities will be made in the United States.
ANNOUNCEMENT OF RESULTS OF THE OFFERS
BY
NTPC LIMITED
(incorporated with limited liability in the Republic of
India)
(THE "ISSUER")
IN RESPECT OF:
INVITATION BY THE ISSUER TO ELIGIBLE HOLDERS (AS DEFINED IN THE
TENDER OFFER MEMORANDUM) FOR OFFERS TO TENDER FOR PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING (1) INR20,000,000,000 7.375 PER
CENT. NOTES DUE 2021 PAYABLE IN U.S. DOLLARS (ISIN: XS1467374473)
(THE "2021 NOTES"); AND/OR (2) 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"), IN EACH
CASE, UPON THE TERMS, SUBJECT TO THE CONDITIONS AND IN THE MANNER
SET OUT IN THE TENDER OFFER MEMORANDUM (THE "OFFERS")
Reference is made to the announcement made by the Issuer on 7
December 2020 in relation to the Offers. The full terms and
conditions of the Offers are set out in the tender offer memorandum
dated 7 December 2020 (the "Tender Offer Memorandum"). Unless
otherwise defined, capitalised terms used in this announcement but
not defined herein shall have the same meanings as given to them in
the Tender Offer Memorandum.
This is the Announcement of Results of the Offers referred to in
the Tender Offer Memorandum. All documentation relating to the
Offers, together with any updates, will be available via the Offer
Website: www.lucid-is.com/ntpc.
RESULTS OF THE OFFERS
The Offers commenced on 7 December 2020 and expired at 4:00 p.m.
(London time) / 9:30 p.m. (Mumbai time) on 15 December 2020.
As at the Expiration Deadline, the aggregate nominal amount of
each series of Notes that had been validly tendered and accepted
for purchase are as follows:
Aggregate Nominal
Outstanding Nominal Amount Accepted for
Notes ISIN Amount Purchase Price(1)(2) Tender
------------------------- ------------- -------------------------- --------------------- -------------------------
INR20,000,000,000 7.375 XS1467374473 INR20,000,000,000 INR10,000,000 INR9,930,000,000
per cent. Notes due 2021
payable in U.S. Dollars
(the "2021 Notes")
INR20,000,000,000 7.25 XS1604199114 INR20,000,000,000 INR10,000,000 INR920,000,000
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. The amount of the relevant Purchase
Price to be received by an Eligible Holder in respect
of its Notes purchased pursuant to the Offers will
be rounded to the nearest U.S.$0.01, with U.S.$0.005
to be taken as a full cent.
(2) In addition to the Purchase Price, the Issuer
will also pay the relevant USD Equivalent of the
Additional Interest Amount and a cash amount in
U.S. dollars (as calculated in accordance with
the relevant Notes Conditions) equal to the Accrued
Interest Amount 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 has accepted all Notes tendered for purchase pursuant
to the Offers.
DETERMINATION OF THE REFERENCE RATE
Determination of the Reference Rate will take place at
approximately 8:00 a.m. (London time) / 1:30 pm Mumbai time (the
"Fixing Time") on 18 December 2020, two Fixing Business Days (the
"Fixing Date") prior to the Settlement Date. As soon as reasonably
practicable after the Fixing Time on the Fixing Date, the Issuer
will announce the Reference Rate and the USD Equivalent of the
Purchase Price and the Additional Interest Amount for each series
of the Notes.
SETTLEMENT
The Settlement Date of the Offers is expected to be on or around
22 December 2020. The aggregate amounts of the relevant Purchase
Consideration, Accrued Interest Amount and Additional Interest
Amount for such Notes will be paid, in immediately available funds,
on the Settlement Date to the Clearing Systems for payment to the
cash accounts of the relevant Direct Participants through which the
relevant Eligible Holders validly tendered their Notes.
Notes which have not been validly accepted for purchase by the
Issuer pursuant to the Offers will remain outstanding.
GENERAL
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions. This announcement is not a tender
offer memorandum, a solicitation of an offer to purchase, or a
solicitation of an offer to sell, any securities. The Offers have
been made solely pursuant to the Tender Offer Memorandum, which
sets forth a detailed description of the terms of the Offers.
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.
CONTACT INFORMATION
Questions and requests for further information and assistance in
relation to the Offers should be directed to the Dealer Managers or
the Information and Tender Agent:
THE DEALER MANAGERS
Axis Bank Limited, Singapore Barclays Bank PLC
Branch 5 The North Colonnade
9 Raffles Place Canary Wharf
Republic Plaza London E14 4BB
#48-01/2 United Kingdom
Singapore 048619
MUFG Securities Asia Limited Standard Chartered Bank
11/F, AIA Central One Basinghall Avenue
1 Connaught Road Central London EC2V 5DD
Hong Kong United Kingdom
Email: DCM-LM@int.sc.mufg.jp; Email: Liability_Management@sc.com
leg.CMAsia@hk.sc.mufg.jp
THE INFORMATION AND TENDER AGENT
Lucid Issuer Services Limited
Attention: Mu-yen Lo / Thomas Choquet
Email: ntpc@lucid-is.com
Offer Website: www.lucid-is.com/ntpc
In London: In Hong Kong:
Tankerton Works 3F, Three Pacific Place
12 Argyle Walk 1, Queen's Road East
London WC1H 8HA Admiralty
United Kingdom Hong Kong
Telephone: +44 20 7704 0880 Telephone: +852 2281 0114
NTPC LIMITED
16 December 2020
Legal Entity Identifier: 335800Q4TRGJXNLVMB81
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END
TENEAXAKFEDEFEA
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