REG - Muthoot Finance Ltd - Successful Early Settlement of Notes

Muthoot FinanceAnnouncement

14/04/2023 07:00

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RNS Number : 1885W  Muthoot Finance Limited   13 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 successful early settlement of Notes
tendered pursuant 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 13, 2023. Muthoot Finance Limited (the "Company") hereby announces the
successful early settlement of Notes (as defined herein) tendered pursuant to
its previously announced offer to purchase for cash (the "Tender Offer") 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"), 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 (as it may be amended or supplemented
from time to time, the "Tender Offer Memorandum") prepared in connection with
the Tender Offer. The Company paid a total of U.S.$226,127,500, comprised of
(i) the Early Tender Offer Consideration (as defined in the Tender Offer
Memorandum) in the amount of U.S.$1,000 per U.S.$1,000 principal amount of the
Notes, and (ii) accrued and unpaid interest and additional amounts, in cash,
with respect to U.S.$225,000,000 in aggregate principal amount of the Notes
validly tendered at or prior to 5:00 P.M., New York City time, on April 10,
2023 (the "Early Tender Deadline") and accepted for purchase by the Company on
April 11, 2023 (the "Tendered Notes").

The Company has arranged for the Tendered Notes, which represent approximately
40.91% of the total principal amount outstanding of the Notes, to be cancelled
on April 13, 2023. The aggregate principal amount of Notes that remains
outstanding as of April 13, 2023 is U.S.$325,000,000.

Expiration Time and Final Results Announcement

The Expiration Time of the Tender Offer will be 5:00 P.M., New York City time,
on April 25, 2023, unless extended or earlier terminated (the "Expiration
Time").

As the Company, subject to the terms and conditions of the Tender Offer, has
accepted for purchase the Notes up to the Maximum Purchase Amount on the Early
Tender Deadline, further tenders of Notes at or prior to the Expiration Time
but after the Early Tender Deadline will not be accepted for purchase.

The Company will further announce 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 TENDER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. NONE OF THE COMPANY, THE INFORMATION AND
TENDER AGENT, THE TRUSTEE, THE SECURITY TRUSTEE OR THE DEALER MANAGER MAKES
ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER 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

New York, NY 10005
 65 Gresham Street

 London EC2V 7NQ

                               Toll Free: (866) 207-2356

                               All Others Call: (212) 269-5550
 Telephone: +44 20 7920 9700

 D.F. King Ltd.

 Email: muthoot@dfkingltd.com

 Tender Offer Website: https://sites.dfkingltd.com/muthoot

 In London                       In New York

                                 48 Wall Street

New York, NY 10005
 65 Gresham Street

 London EC2V 7NQ

                               Toll Free: (866) 207-2356

                               All Others Call: (212) 269-5550
 Telephone: +44 20 7920 9700

 

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 (mailto: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 (https://sites.dfkingltd.com/muthoot)
until the consummation or termination of the Tender Offer.

 

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