TIDM43ZT
RNS Number : 1913J
NTPC Limited
18 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 THE REFERENCE RATE AND THE USD EQUIVALENT OF THE
PURCHASE PRICE AND THE ADDITIONAL INTEREST AMOUNT
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
TER OFFER MEMORANDUM) FOR OFFERS TO TER 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 TER OFFER MEMORANDUM (THE "OFFERS")
Reference is made to the announcements made on 7 December 2020
and 16 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 the Reference Rate and the USD
Equivalent of the Purchase Price and the Additional Interest Amount
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.
THE REFERENCE RATE AND THE USD EQUIVALENT OF THE PURCHASE PRICE
AND THE ADDITIONAL INTEREST AMOUNT
The Issuer hereby announces that the Reference Rate is the
USD/INR spot rate of INR73.5146 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 on 18 December 2020.
The USD Equivalent of the Purchase Price and the Additional
Interest Amount for each series of Notes are as follows:
Notes Outstanding Aggregate Purchase USD Additional USD
Nominal Amount Nominal Amount Price(1)(2) Equivalent Interest Equivalent
Accepted for of the Amount(1)(2) of
Tender Purchase Additional
Price(1)(2) Interest
Amount(1)(2)
---------------------------------- ------------------ ----------------- -------------- ------------- ------------- -------------
INR20,000,000,000 7.375 per cent. INR20,000,000,000 INR9,930,000,000 INR10,000,000 U.S.$ INR175,000 U.S.$
Notes due 2021 payable in U.S. D
ollars (ISIN: XS1467374473)
(the "2021 Notes")
136,027.40 2,380.48
---------------------------------- ------------------ ----------------- -------------- ------------- ------------- -------------
INR20,000,000,000 7.25 per cent. INR20,000,000,000 INR920,000,000 INR10,000,000 U.S.$ 136,02 INR225,000 U.S.$
Notes due 2022 payable in U.S. Do 7.40
llars (ISIN: XS1604199114)
(the "2022 Notes")
3,060.62
---------------------------------- ------------------ ----------------- -------------- ------------- ------------- -------------
Note:
(1) Per INR10,000,000 in nominal amount, payable in
U.S. dollars.
(2) 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 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.
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 TER 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
18 December 2020
Legal Entity Identifier: 335800Q4TRGJXNLVMB81
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END
TENUWOURROUUAAA
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