REG - Muthoot Finance Ltd - Tender Offer Results

Muthoot FinanceAnnouncement

11/04/2023 12:00

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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 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

 

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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