TIDM82CY
RNS Number : 5160U
Muthoot Finance Limited
28 March 2023
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
This announcement is for information purposes only and is not an
offer to sell or the solicitation of an offer to acquire, purchase
or subscribe for any securities and neither this announcement nor
anything herein forms the basis for any contract or commitment
whatsoever.
Muthoot Finance Limited announces the commencement of the Tender
Offer for its U.S.$550,000,000 4.40% Senior Secured Notes due
2023.
MUTHOOT FINANCE LIMITED
to the holders of its outstanding
U.S.$550,000,000 4.40% Senior Secured Notes due 2023
(of which U.S.$ U.S.$550,000,000 is outstanding)
to tender their Notes for purchase by the Company for cash up to
the Maximum Purchase Amount
and subject to the conditions described in the Tender Offer
Memorandum
CUSIP: 62828M2B6 (Regulation S) and 62828L2B8 (Rule 144A)
ISIN: US62828M2B67 (Regulation S) and US62828L2B85 (Rule
144A)
March 28 , 2023 . Muthoot Finance Limited (the "Company") hereby
announces the commencement of its offer to purchase for cash (the
"Tender Offer") from each registered holder (each, a "Holder" and,
collectively, the "Holders"), on the terms and subject to the
conditions set forth in the tender offer memorandum dated March 28
, 2023 prepared in connection with the Tender Offer (as it may be
amended or supplemented from time to time, the "Tender Offer
Memorandum"), its outstanding U.S.$550,000,000 4.40% Senior Secured
Notes due 2023 (the "Notes"), in an aggregate principal amount up
to U.S.$ 225,000,000 (as such amount may be changed by the Company
in its sole discretion) (the " Maximum Purchase Amount ") .
D.F. King Ltd. is acting as the information and tender agent
(the "Information and Tender Agent") for the Tender Offer. Deutsche
Bank AG, Singapore Branch is acting as the dealer manager (the
"Dealer Manager") for the Tender Offer.
The total consideration for each U.S.$1,000 principal amount of
Notes purchased pursuant to the Tender Offer will be (i) U.S.$
1,000 per U.S.$1,000 principal amount of Notes (the "Early Tender
Offer Consideration") payable only in respect of Notes validly
tendered and not validly revoked at or prior to 5:00 P.M., New York
City time, on April 10 , 2023 (the "Early Tender Deadline") that
the Company accepts for purchase pursuant to the Tender Offer, or
(ii) U.S.$ 980 per U.S.$1,000 principal amount of Notes (the
"Tender Offer Consideration") payable in respect of Notes validly
tendered after the Early Tender Deadline but at or before 5:00
P.M., New York City time, on April 25 , 2023 ( the "Expiration
Time") that the Company accepts for purchase pursuant to the Tender
Offer. Only Notes validly tendered and not validly revoked at or
before the Early Tender Deadline will be eligible to receive the
Early Tender Offer Consideration. Notes validly tendered and not
validly revoked after the Early Tender Deadline but at or before
the Expiration Time will be eligible to receive only the Tender
Offer Consideration. In addition, the Company will pay accrued and
unpaid interest and additional amounts, if any, in cash in respect
of any Notes purchased in the Tender Offer from, and including, the
last interest payment date to, but excluding, the Early Payment
Date (if any) or the Final Payment Date (each, as defined below),
as the case may be.
The following table sets forth certain terms of the Tender
Offer:
Outstanding Maximum
Principal Early Tender Offer Tender Offer Purchase
Title of Notes CUSIP ISIN Amount(1) Consideration(2)(3) Consideration(3)(4) Amount (5)
U.S.$550,000,000 4.40% Senior Secured Notes due 62828M2B6 (Regulation S) US62828M2B67 U.S.$550,000 U.S.$1,000 per U.S.$980 per U.S.$225,000
2023 ,000 ,000
62828L2B8 (Rule 144A) (Regulation S) US62828L2B85 U.S.$1,000 principal a U.S.$1,000 principal a
mount mount
(Rule 144A)
(1) As of the date of this Tender Offer Memorandum.
(2) Per U.S.$1,000 principal amount of Notes that are validly
tendered and not validly revoked at or prior to the Early Tender
Deadline and that are accepted for purchase pursuant to the Tender
Offer.
(3) In addition to payment of the applicable Consideration, the
Company will also pay accrued and unpaid interest on each of the
Notes accepted for purchase pursuant to the Tender Offer up to, but
excluding, the applicable Payment Date (as defined below) in
respect of such Notes.
(4) Per U.S.$1,000 principal amount of Notes that are validly
tendered at or prior to the Expiration Time but after the Early
Tender Deadline that are accepted for purchase pursuant to the
Tender Offer.
(5) As such amounts may be changed by the Company in its sole discretion.
The Tender Offer is being made as part of the Company's
continuing capital management programme and to further proactively
optimize its liability structure.
On the terms and subject to the conditions of the Tender Offer,
the Company is offering to purchase for cash an aggregate principal
amount of the Notes up to the Maximum Purchase Amount. The Company
will determine, in its sole discretion, the aggregate principal
amount of Notes (if any) that it will accept for purchase pursuant
to the Tender Offer, which will be announced following the Early
Acceptance Date or the Expiration Time.
It is the current intention of the Company that the Maximum
Purchase Amount will be U.S.$225,000,000, although the Company
reserves the right, in its sole discretion, to accept significantly
more than or significantly less than such amount, or to accept none
of such Notes, for purchase pursuant to the Tender Offer, and
reference to the Maximum Purchase Amount in the Tender Offer should
be construed accordingly.
The Company may, in its sole and absolute discretion, reject or
pro-rate any Notes validly tendered or withdraw its invitation to
tender for the Notes at any time before any acceptance by it of the
Tender Offer.
If the Company elects to accept for purchase the Notes validly
tendered and not validly revoked at or prior to the Early Tender
Deadline pursuant to the Tender Offer, and the principal amount of
such Notes exceeds the Maximum Purchase Amount, then such valid
tenders of the Notes will be accepted on a pro rata basis so that
the aggregate principal amount of the Notes accepted for purchase
is up to Maximum Purchase Amount.
If the principal amount of the Notes validly tendered at or
before the Early Tender Deadline is less than the Maximum Purchase
Amount, the Company will accept all such valid tenders of the Notes
at or before the Early Tender Deadline and such Notes will not be
subject to possible pro ration. After the Early Tender Deadline but
at or before the Expiration Time, if the aggregate principal amount
of the Notes validly tendered exceeds the Maximum Purchase Amount,
such Notes validly tendered after the Early Tender Deadline but at
or before the Expiration Time will be accepted on a pro rata basis
so that the aggregate principal amount of the Notes accepted for
purchase is up to the Maximum Purchase Amount.
Tender instructions are irrevocable once submitted except in the
limited circumstances described under the Tender Offer Memorandum .
A separate tender instruction must be completed on behalf of each
beneficial owner of the Notes due to potential proration. If the
Tender Offer is terminated without Notes being purchased, any Notes
tendered pursuant to the Tender Offer will be returned promptly,
and neither the Early Tender Offer Consideration nor the Tender
Offer Consideration, as the case may be, will be paid or become
payable.
Subject to the terms and conditions of the Tender Offer being
satisfied or waived, the Company reserves the right, in its sole
discretion, on any date following the Early Tender Deadline but at
or prior to the Expiration Time (the "Early Acceptance Date"), to
accept for purchase the Notes validly tendered at or before the
Early Tender Deadline and not validly revoked. If the Company
elects to exercise this option, the Company will promptly pay the
Early Tender Offer Consideration for the Notes accepted for
purchase at the Early Acceptance Date on a date (the "Early Payment
Date") which is expected to be within five business days after the
Early Tender Deadline, on or before April 17 , 2023, but is subject
to change without notice. Also, on the Early Payment Date, if any,
the Company will pay accrued and unpaid interest and additional
amounts, if any, in cash, to, but excluding, the Early Payment
Date, on Notes accepted for purchase at the Early Acceptance
Date.
Subject to the terms and conditions of the Tender Offer being
satisfied or waived, and to its right, in its sole discretion, to
extend, amend, terminate or withdraw the Tender Offer, the Company
will, after the Expiration Time (the "Final Acceptance Date"),
accept for purchase the Notes validly tendered at or before the
Expiration Time and not validly revoked (or if the Company has
exercised its early purchase option described above, the Notes
validly tendered after the Early Tender Deadline and at or before
the Expiration Time). The Company will promptly pay the Tender
Offer Consideration (and, if the Company has not exercised its
early purchase option described above, the Early Tender Offer
Consideration, as applicable) for Notes accepted for purchase at
the Final Acceptance Date on a date (the "Final Payment Date")
which is expected to be within two business days following the
Expiration Time, on or before April 27 , 2023. Also, on the Final
Payment Date, the Company will pay accrued and unpaid interest and
additional amounts, if any, in cash, to, but excluding, the Final
Payment Date, on Notes accepted for purchase at the Final
Acceptance Date.
The Company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly revoked pursuant to the
Tender Offer, is subject to the satisfaction or waiver of a number
of conditions, including the General Conditions (as defined in the
Tender Offer Memorandum).
The Company reserves the right, in its sole discretion but
subject to applicable law, to waive any of the conditions of the
Tender Offer, in whole or in part, at any time and from time to
time.
The Company reserves the right, in its sole discretion but
subject to applicable law, to (1) extend, terminate or withdraw the
Tender Offer at any time and (2) otherwise amend the Tender Offer
in any respect. The foregoing rights are in addition to the right
to delay acceptance for purchase of Notes tendered pursuant to the
Tender Offer or the payment for Notes accepted for purchase
pursuant to the Tender Offer in order to comply with any applicable
law, subject to Rule 14e-1(c) under the U.S. Securities Exchange
Act of 1934 (the "Exchange Act"), which requires that the Company
pay the consideration offered or return the deposited Notes
promptly after the termination or withdrawal of the Tender
Offer.
The results of the Tender Offer are expected to be announced as
promptly as practicable following the Early Tender Deadline and the
Expiration Time, as applicable. The Company will announce the
aggregate principal amount of the Notes accepted for purchase
pursuant to the Tender Offer at each applicable Payment Date and
any Scaling Factor (as defined in the Tender Offer Memorandum) (if
applicable) following the Expiration Time. Such information will be
notified to Holders and the Trustee and shall, absent manifest
error, be final and binding on the Company and the Holders.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains both historical and forward-looking
statements within the meaning of Section 27A of the U.S. Securities
Act of 1933 (the "Securities Act") and Section 21E of the Exchange
Act. These forward-looking statements are not historical facts, but
only predictions and generally can be identified by use of
statements that include phrases such as "will," "may," "should,"
"continue," "anticipate," "believe," "expect, " "plan," "appear,"
"project," "estimate," "intend," or other words or phrases of
similar import. Similarly, statements that describe the Company's
objectives, plans or goals also are forward-looking statements.
These forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially
from those currently anticipated. The forward-looking statements
included in this announcement are made only as of the date of this
announcement, and the Company undertakes no obligation to update
publicly these forward-looking statements to reflect new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or
might not occur. The Company cannot assure you that projected
results or events will be achieved.
Disclaimer
The Tender Offer is being made solely pursuant to, and will be
governed by the terms and conditions of, the Tender Offer
Memorandum. This announcement is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities. The Tender Offer is being made only
pursuant to the Tender Offer Memorandum, copies of which will be
delivered to the Holders.
THE TER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A
DECISION IS MADE WITH RESPECT TO THE TER OFFER. NONE OF THE
COMPANY, THE INFORMATION AND TER AGENT, THE TRUSTEE, THE SECURITY
TRUSTEE OR THE DEALER MANAGER MAKES ANY RECOMMATION AS TO WHETHER
OR NOT HOLDERS SHOULD TER THEIR NOTES.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation 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 and the Tender Offer Memorandum comes
are required by each of the Company, the Dealer Manager and the
Information and Tender Agent to inform themselves about, and to
observe, any such restrictions.
India
The residents of India are not permitted to acquire and hold the
Notes. Accordingly, the Tender Offer is not being made, and will
not be made, directly or indirectly in India or to residents of
India and the Notes may not be tendered in the Tender Offer by any
person resident of India. The Tender Offer Memorandum or any other
offering document or material relating to the Notes has not been
and will not be circulated or distributed, directly or indirectly,
to any person or to the public in India which would constitute an
advertisement, invitation, offer, or solicitation of an offer to
tender the Notes, resulting in violation of Indian laws. Any Holder
participating in the Tender Offer, will be deemed to have
acknowledged, represented and agreed that it is eligible to tender
its Notes pursuant to applicable laws and regulations. The Tender
Offer Memorandum has not been and will not be registered, produced,
published or made available as an offer document (whether as a
prospectus in respect of a public tender offer or a placement
memorandum or private placement offer cum application letter or
other offering material in respect of any private placement, under
the Companies Act, 2013 or rules framed thereunder, each as
amended, or the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended,
Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021, as amended, or any
other applicable Indian laws) with the Registrar of Companies in
India, the Securities and Exchange Board of India, the Reserve Bank
of India or any other statutory or regulatory body of like nature
in India, save and except for any information from any part of the
Tender Offer Memorandum which is (i) mandatorily required to be
disclosed or filed in India under applicable Indian laws, including
but not limited to the Master Direction on External Commercial
Borrowings, Trade Credits and Structured Obligations dated 26 March
2019 and the provisions of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations 2015, and under the
listing agreement with any Indian stock exchange pursuant to the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015, each as amended, and the
rules framed thereunder the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended, the Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021, as
amended; or (ii) pursuant to the sanction of any regulatory and
adjudicatory body in India. The Tender Offer Memorandum has not
been and will not be reviewed or approved by any regulatory
authority in India or any Indian stock exchange. The tender of the
Notes 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.
United Kingdom
The communication of the Tender Offer Memorandum by the Company
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Company or other persons within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
Singapore
The Tender Offer Memorandum has not and will not be registered
as a prospectus with the Monetary Authority of Singapore. The
Tender Offer does not constitute a public tender offer for the
purchase of the Notes nor an offering of securities in Singapore
pursuant to the Securities and Futures Act 2001 of Singapore.
Hong Kong
The contents of the Tender Offer Memorandum have not been
reviewed by any regulatory authority in Hong Kong. Holders should
exercise caution in relation to the Tender Offer. If a holder of
Notes is in any doubt about any of the contents of the Tender Offer
Memorandum, such Holder should obtain independent professional
advice.
The Tender Offer has not been made and will not be made in Hong
Kong, by means of any document other than: (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap.
571) of the laws of Hong Kong (the "SFO") and any rules made under
that ordinance; or (ii) in other circumstances which do not result
in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Tender Offer,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with
respect to the Tender Offer which is or is intended to be made only
to persons outside Hong Kong or only to "professional investors" as
defined in the SFO and any rules made under that ordinance. The
Tender Offer Memorandum and the information contained herein may
not be used other than by the person to whom it is addressed and
may not be reproduced in any form or transferred to any person in
Hong Kong.
The Tender Offer is not intended to be made to the public in
Hong Kong and it is not the intention of the Company that the
Tender Offer be made to the public in Hong Kong.
People's Republic of China
The Tender Offer is not being made directly or indirectly in the
PRC (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by
the securities laws of the PRC.
General
The Tender Offer Memorandum does not constitute an offer to buy
or a solicitation or an invitation to offer to sell Notes or any
other security in any jurisdiction in which, or to or from any
persons to or from whom, such solicitation or invitation is
unlawful, and invitations for offers to sell will not be accepted
from Holders located or resident in any jurisdiction in which such
solicitation or offer is unlawful. In those jurisdictions where the
securities or other laws require the Tender Offer to be made by a
licensed broker or dealer, any actions in connection with the
Tender Offer shall be deemed to be made on behalf of the Company by
one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Each Holder participating in the Tender Offer will also be
deemed to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in the
"Procedures for Tendering Notes" section in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Tender
Offer from a Holder that is unable to make these representations
will not be accepted. Each of the Company and the Information and
Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Tender Offer, whether any such representation given
by a Holder is correct and, if such investigation is undertaken
and, as a result, the Company determines (for any reason) that such
representation is not correct, such tender of Notes shall not be
accepted.
The Information and Tender Agent for the Tender Offer is :
D.F. King Ltd.
Email: muthoot@dfkingltd.com
Tender Offer Website: https://sites.dfkingltd.com/muthoot
In London In New York
48 Wall Street
65 Gresham Street New York, NY 10005
London EC2V 7NQ
Toll Free: (866) 207-2356
Telephone: +44 20 7920 9700 All Others Call: (212) 269-5550
The Dealer Manager for the Tender Offer is :
Deutsche Bank AG, Singapore
Branch
One Raffles Quay, South
Tower
Singapore 048583
Telephone: +852 2203 8652
Attention: Ed Tsui
Email: asiasyn@list.db.com
Any questions regarding the terms of the Tender Offer should be
directed to the Dealer Manager.
Electronic copies of all documents related to the Tender Offer
will be available online via the Tender Offer Website at
https://sites.dfkingltd.com/muthoot until the consummation or
termination of the Tender Offer.
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END
TENUWSSROBUOUAR
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