REG - Housing Dev Fin Corp - NOTICE TO NOTEHOLDERS

Housing Development FinanceAnnouncement

30/06/2023 08:30

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RNS Number : 5376E  Housing Development Fin. Corp. Ltd.  30 June 2023

NOTICE TO NOTEHOLDERS

 

to each of the holders of the:

 

Housing Development Finance Corporation Limited ("HDFC Limited")

 

INR 5,000,000,000 8.750 per cent. notes due 2023 issued by HDFC Limited under
its U.S.$2,800,000,000 Medium Term Note Programme ("the Notes")

 

(ISIN: XS1914315293, Common Code: 191431529)

 

 

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders" and each
a "Noteholder") of the composite scheme of amalgamation (the "Scheme") for the
amalgamation of (i) HDFC Investments Limited and HDFC Holdings Limited, wholly
owned subsidiaries of  HDFC Limited (the "Original Issuer") with and into the
Original Issuer; and (ii) the Original Issuer with and into HDFC Bank Limited
(the "Successor Issuer" or "HDFC Bank"), pursuant to Sections 230 - 232, and
other relevant provisions of the Companies Act, 2013 in the manner provided
for in the Scheme and in compliance with the provisions of the Income Tax Act,
1961 and other applicable laws including the rules and regulations framed
thereunder subject to receipt of requisite regulatory approvals, such that, on
the Merger Effective Date, all the assets and liabilities of the Original
Issuer will be amalgamated into the Successor Issuer (the "Merger").

The tentative effective date of the Merger is expected to be 1 July 2023 (the
"Merger Effective Date"), subject to completion of certain formalities. Once
the board of directors of HDFC Limited and HDFC Bank decide on the Effective
Date of the Scheme, the same would be intimated.

Capitalised terms used but not defined in this notice shall have the meaning
given to them in the amended and restated trust deed dated 27 February 2018
made between the Original Issuer and the Trustee (the "Trust Deed").

On and from the Merger Effective Date, the Successor Issuer will, subject to
the terms of the Scheme and the applicable laws in India, unconditionally and
irrevocably assume all obligations of the Original Issuer in its role as
issuer and principal debtor under the Notes, the Agency Agreement and the
Trust Deed in accordance with condition 4.2 of the Notes.

The Trustee and the Successor Issuer will enter into a supplemental trust deed
dated the Merger Effective Date  to reflect the Merger.

This Notice is given by:

 

 Housing Development Finance Corporation Limited

 Ramon House

 H.T. Parekh Marg,

 169 Backbay Reclamation,

 Churchgate,

 Mumbai 400 020,

 India

 30 June 2023

 

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