TIDM82CY
RNS Number : 8363V
Muthoot Finance Limited
11 April 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 Tender Offer Results as at
the Early Tender Deadline with respect to 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)
April 11, 2023 . Muthoot Finance Limited (the "Company") hereby
announces the results as of the Early Tender Deadline (as defined
below) with respect to its previously announced 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"), of 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 ") .
Expiration of the Early Tender Deadline and Early Acceptance of
Tendered Notes
The Early Tender Deadline of the Tender Offer occurred at 5:00
P.M., New York City time, on April 10, 2023 (such time and date,
the "Early Tender Deadline"). Holders were required to validly
tender and not validly revoke their Notes at or prior to the Early
Tender Deadline to be eligible to receive the Early Tender Offer
Consideration (as defined below) for the Tender Offer. The
consideration offered to those who tendered at or prior to the
Early Tender Deadline will be U.S.$1,000 per U.S.$1,000 principal
amount of the Notes validly tendered and accepted pursuant to the
Tender Offer (the "Early Tender Offer Consideration").
According to the information provided by D.F. King Ltd, the
information and tender agent for the Tender Offer (the "Information
and Tender Agent"), the aggregate principal amount of the Notes
validly tendered at or prior to the Early Tender Deadline had
exceeded the Maximum Purchase Amount. Accordingly, the Scaling
Factor of approximately 69.58 % will be applied in respect of valid
tenders of the Notes validly tendered at or prior to the Early
Tender Deadline. Each tender of Notes reduced in this manner will
be rounded downwards to the nearest U.S.$1,000 in aggregate
principal amount. Where the application of proration would
otherwise have resulted in either (i) the Company accepting the
Notes from any Holder in a principal amount of less than
U.S.$200,000 or (ii) the principal amount of the Notes not
purchased due to scaling being less than U.S.$200,000, the Company
has elected to reject such tenders of the relevant Notes in
full.
Subject to the satisfaction or waiver of the conditions in
respect of the Tender Offer, the Company hereby announces that it
has today elected to accept for purchase U.S.$ 225,000,000 in
aggregate principal amount of the Notes that have been validly
tendered and not validly revoked at or prior to the Early Tender
Deadline (the "Early Acceptance Date") and will pay the Early
Tender Offer Consideration for such Notes validly tendered and
accepted for purchase at the Early Acceptance Date on the Early
Payment Date (as defined herein). As such, the settlement date for
the Notes which were accepted for purchase is expected to be on
April 13, 2023 (the "Early Payment Date"), subject to the terms and
conditions described in the Tender Offer Memorandum. In addition to
the Early Tender Offer Consideration, Holders will also receive
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.
The Company will arrange for cancelation of all such Notes
validly tendered and not validly revoked at or prior to the Early
Tender Deadline and accepted for purchase following purchase by the
Company, and any Notes not validly tendered or accepted for
purchase by the Company will remain outstanding and accrue interest
in accordance with their terms.
Any Notes validly tendered and accepted for purchase after the
Early Tender Deadline but at or before the Expiration Time will be
eligible to receive the Tender Offer Consideration (as defined in
the Tender Offer Memorandum ), but will not be eligible to receive
the Early Tender Offer Consideration. As previously contemplated by
the terms of the Tender Offer Memorandum, in addition to the
payment of the Tender Offer Consideration, the Company will also
pay accrued and unpaid interest and additional amounts, if any, in
cash, on each of the 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 up to, but
excluding, the Final Payment Date (as defined below) in respect of
such Notes.
The Expiration Time of the Tender Offer will be at or before
5:00 P.M., New York City time, on April 25 , 2023, unless extended
or earlier terminated (the "Expiration Time"). The Final Payment
Date is expected to be on or before April 27, 2023 (the "Final
Payment Date"), or within two business days after the Expiration
Time.
The deadlines set by any intermediary or clearing system will be
earlier than the deadlines set out above.
The Company will announce whether the conditions to the Tender
Offer have been satisfied or waived, the principal amount of Notes
accepted for purchase by the Company and the aggregate principal
amount of Notes that will remain outstanding following completion
of the Tender Offer as soon as reasonably practicable following the
Expiration Time.
Holders are advised to read carefully the Tender Offer
Memorandum, available on the Tender Offer Website, for full details
of and information on the procedures for participating in the
Tender Offer.
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 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 have been
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
TENEAELFFSDDEFA
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April 11, 2023 06:56 ET (10:56 GMT)
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