REG - Indian Railway Fin. - USD 4 billion GMTN OC
10 February 2021
INDIAN RAILWAY FINANCE CORPORATION LIMITED
(incorporated with limited liability in India)
ADMISSION PARTICULARS
Indian Railway Finance Corporation Limited (the "Issuer") has prepared an offering circular dated 26 January 2021 (the "Offering Circular") in connection with its U.S.$4,000,000,000 Global Medium Term Note Programme (the "Programme"). Under the Programme, on 10 February 2021, the Issuer issued U.S.$750,000,000 2.80% Senior Notes due 2031 (the "Notes"). The designated clearing system for the Notes is the Depository Trust Company.
This document consists of (i) this cover page, (ii) the attached pricing supplement dated 3 February 2021 in relation to the Notes (the "Pricing Supplement") and (iii) the Offering Circular (collectively, these "Admission Particulars").
The Offering Circular has been published on the regulatory news service maintained by the London Stock Exchange (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and is hereby deemed to be incorporated in, and to form part of, these Admission Particulars. The documents listed under "General Information-Documents" in the Offering Circular may be obtained by contacting the Issuer at gme@irfc.nic.in.
Application has been made to the London Stock Exchange for the Notes to be admitted to London Stock Exchange's International Securities Market (the "ISM"). The ISM is not a regulated market for the purposes of Directive 2004/39/EC.
The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the UK Listing Authority. The London Stock Exchange has not approved or verified the contents of these Admission Particulars.
Responsibility Statement: The Issuer accepts responsibility for the information contained in these Admission Particulars. Having taken all reasonable care to ensure that such is the case, the information contained in these Admission Particulars is, to the best of the Issuer's knowledge, in accordance with the facts and contains no omission likely to affect its import.
No Significant Change Statement: There has been no significant change in the financial or trading position of the Issuer since the date of the most recently published figures, as at and for the six months ended 30 September 2020.
YOU ARE ENCOURAGED TO READ THESE ADMISSION PARTICULARS IN FULL, INCLUDING THE OFFERING CIRCULAR AND THE PRICING SUPPLEMENT.
Pricing Supplement
Pricing Supplement dated 3 February 2021
INDIAN RAILWAY FINANCE CORPORATION LIMITED
Legal entity identifier (LEI): 335800F2JHSOGXQEBY56 Issue of U.S.$750,000,000 2.80 per cent. Fixed Rate Notes due 2031 under the U.S.$4,000,000,000 Global Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 26 January 2021. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the Offering Circular and this Pricing Supplement.
Notification under Section 309B(1)(c) of the SFA - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.)
1 Issuer: Indian Railway Finance Corporation Limited
2 (a) Series Number: 04
(b) Tranche Number: 01
3 Specified Currency or Currencies: U.S. Dollars
4 Aggregate Nominal Amount:
(a) Series: U.S.$750,000,000
(b) Tranche: U.S.$750,000,000
5 Issue Price: 100.0 per cent. of the Aggregate Nominal Amount
6 (a) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof
(b) Calculation Amount: U.S.$1,000
7 (a) Issue Date: 10 February 2021
(b) Interest Commencement Date: Issue Date
8 Maturity Date: 10 February 2031
9 Interest Basis: 2.80 per cent. Fixed Rate
(further particulars specified below)
10 Redemption/Payment Basis: Redemption at par
11 Change of Interest Basis or Not Applicable
1
Redemption/Payment Basis:
12 Put/Call Options: Change of Control Put
13 (a) Status of the Notes: Senior
1
(b) Date of Board approval for issuance of Notes obtained:
(c) Date of regulatory approval for issuance of Notes obtained:
29 May 2020 and 28 August 2020 Not Applicable
14 Listing: Singapore Exchange Securities Trading Limited, India International Exchange (IFSC) Limited and International Securities Market of the London Stock Exchange
15 Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions Applicable
(a) Rate(s) of Interest: 2.80 per cent. per annum payable semi-annually in
arrear
(b) Interest Payment Date(s): 10 February and 10 August in each year, commencing
on 10 August 2021
(c) Fixed Coupon Amount(s): U.S.$14.00 per Calculation Amount
(d) Broken Amount(s): Not Applicable
(e) Day Count Fraction: 30/360
(f) Determination Date(s): Not Applicable
(a)
(g) Other terms relating to the method of calculating interest for Fixed Rate Notes:
Not Applicable
17 Floating Rate Note Provisions Not Applicable
18 Zero Coupon Note Provisions Not Applicable
19 Index Linked Interest Note Provisions Not Applicable
20 Dual Currency Interest Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
21 Call Option Not Applicable
22 Put Option Not Applicable
23 Change of Control Put Option: Applicable
1
24 Final Redemption Amount of each Note:
25 Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of
U.S.$1,000 per Calculation Amount U.S.$1,000 per Calculation Amount
calculating the same (if required or if different from that set out in Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26 Form of Notes: Registered Notes:
Unrestricted Global Certificate (nominal amount to be confirmed) registered in the name of a nominee for DTC
Restricted Global Certificate (nominal amount to be confirmed) registered in the name of a nominee for DTC
27 Financial Centre(s) or other special provisions relating to Payment Days:
28 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
29 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
30 Details relating to Instalment Notes:
New York No
Not Applicable
(a) Instalment Amount(s): Not Applicable
(b) Instalment Date(s): Not Applicable
31 Redenomination, renominalisation and Not Applicable reconventioning provisions:
32 Consolidation provision Not Applicable
33 Other terms or special conditions: Not Applicable
DISTRIBUTION
34 (a) If syndicated, names of Managers:
BNP Paribas DBS Bank Ltd.
The Hongkong and Shanghai Banking Corporation Limited
MUFG Securities Asia Limited SBICAP (Singapore) Limited Standard Chartered Bank
(b) Stabilising Manager(s) (if any): The Hongkong and Shanghai Banking Corporation
Limited
35 If non-syndicated, name of relevant Dealer:
Not Applicable
36 U.S. Selling Restrictions: Reg. S Compliance Category 1 / Rule 144A; TEFRA
not applicable
37 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
38 Any clearing system(s) other than DTC, Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
Not Applicable
39 Delivery: Delivery against payment
40 Additional Paying Agent(s) (if any): Not Applicable
41 ISIN: Regulation S Notes: US45434M2C57 Rule 144A Notes: US45434L2C75
42 CUSIP: Regulation S Notes: 45434M2C5 Rule 144A Notes: 45434L2C7
43 Rating: The Notes are expected to be rated Baa3 by Moody's Investors Service, Inc., BBB- by Standard & Poor's Ratings Services and BBB- by Fitch Ratings.
1
GENERAL INFORMATION
44 The aggregate principal amount of Notes in the Currency issued has been translated into U.S. dollars at the rate of [•], producing a sum of:
45 Prohibition of Sales to EEA Retail Investors:
46 Prohibition of Sales to UK Retail Investors:
Not Applicable
Not Applicable Not Applicable
47 Use of Proceeds: The proceeds from the issue of Notes will be used for
(i) funding of the acquisition, development and procurement of rolling stock assets and project assets to be leased to the Ministry of Railway by the Issuer and (ii) any other end use as permissible under the applicable law.
Purpose of Pricing Supplement
This Pricing Supplement comprises the final terms required for issue and the listing and quotation on the Singapore Exchange Securities Trading Limited, India International Exchange (IFSC) Limited and International Securities Market of the London Stock Exchange of the Notes described herein pursuant to the U.S.$4,000,000,000 Global Medium Term Note Programme of Indian Railway Finance Corporation Limited.
Responsibility
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Pricing Supplement. Approval in-principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Programme or the Notes.
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of Indian Railway Finance Corporation Limited:
By: _
Duly authorised
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