REG - Muthoot Finance Ltd - Tender Offer

Muthoot FinanceAnnouncement

28/03/2023 16:00

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RNS Number : 5160U  Muthoot Finance Limited   28 March 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 commencement of 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)

 

March 28, 2023. Muthoot Finance Limited (the "Company") hereby announces the
commencement of its 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"),
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").

D.F. King Ltd. is acting as the information and tender agent (the "Information
and Tender Agent") for the Tender Offer. Deutsche Bank AG, Singapore Branch is
acting as the dealer manager (the "Dealer Manager") for the Tender Offer.

The total consideration for each U.S.$1,000 principal amount of Notes
purchased pursuant to the Tender Offer will be (i) U.S.$1,000 per U.S.$1,000
principal amount of Notes (the "Early Tender Offer Consideration") payable
only in respect of Notes validly tendered and not validly revoked at or prior
to 5:00 P.M., New York City time, on April 10, 2023 (the "Early Tender
Deadline") that the Company accepts for purchase pursuant to the Tender Offer,
or (ii) U.S.$980 per U.S.$1,000 principal amount of Notes (the "Tender Offer
Consideration") payable in respect of Notes validly tendered after the Early
Tender Deadline but at or before 5:00 P.M., New York City time, on April 25,
2023 (the "Expiration Time") that the Company accepts for purchase pursuant to
the Tender Offer. Only Notes validly tendered and not validly revoked at or
before the Early Tender Deadline will be eligible to receive the Early Tender
Offer Consideration. Notes validly tendered and not validly revoked after the
Early Tender Deadline but at or before the Expiration Time will be eligible to
receive only the Tender Offer Consideration. In addition, the Company will pay
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 (if any) or
the Final Payment Date (each, as defined below), as the case may be.

The following table sets forth certain terms of the Tender Offer:

 Title of Notes                                        CUSIP                     ISIN                          Outstanding Principal Amount((1))  Early Tender Offer Consideration((2)(3))  Tender Offer                  Maximum Purchase Amount((5))
                                                                                                                                                                                            Consideration((3)(4))
 U.S.$550,000,000 4.40% Senior Secured Notes due 2023  62828M2B6 (Regulation S)  US62828M2B67                  U.S.$550,000,000                   U.S.$1,000 per                            U.S.$980 per                  U.S.$225,000,000

U.S.$1,000 principal amount
U.S.$1,000 principal amount
                                                       62828L2B8 (Rule 144A)     (Regulation S) US62828L2B85

                                                                                 (Rule 144A)

 

(1)     As of the date of this Tender Offer Memorandum.

(2)     Per U.S.$1,000 principal amount of Notes that are validly tendered
and not validly revoked at or prior to the Early Tender Deadline and that are
accepted for purchase pursuant to the Tender Offer.

(3)     In addition to payment of the applicable Consideration, the
Company will also pay accrued and unpaid interest on each of the Notes
accepted for purchase pursuant to the Tender Offer up to, but excluding, the
applicable Payment Date (as defined below) in respect of such Notes.

(4)     Per U.S.$1,000 principal amount of 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.

(5)     As such amounts may be changed by the Company in its sole
discretion.

 

The Tender Offer is being made as part of the Company's continuing capital
management programme and to further proactively optimize its liability
structure.

On the terms and subject to the conditions of the Tender Offer, the Company is
offering to purchase for cash an aggregate principal amount of the Notes up to
the Maximum Purchase Amount. The Company will determine, in its sole
discretion, the aggregate principal amount of Notes (if any) that it will
accept for purchase pursuant to the Tender Offer, which will be announced
following the Early Acceptance Date or the Expiration Time.

It is the current intention of the Company that the Maximum Purchase Amount
will be U.S.$225,000,000, although the Company reserves the right, in its sole
discretion, to accept significantly more than or significantly less than such
amount, or to accept none of such Notes, for purchase pursuant to the Tender
Offer, and reference to the Maximum Purchase Amount in the Tender Offer should
be construed accordingly.

The Company may, in its sole and absolute discretion, reject or pro-rate any
Notes validly tendered or withdraw its invitation to tender for the Notes at
any time before any acceptance by it of the Tender Offer.

If the Company elects to accept for purchase the Notes validly tendered and
not validly revoked at or prior to the Early Tender Deadline pursuant to the
Tender Offer, and the principal amount of such Notes exceeds the Maximum
Purchase Amount, then such valid tenders of the Notes will be accepted on a
pro rata basis so that the aggregate principal amount of the Notes accepted
for purchase is up to Maximum Purchase Amount.

If the principal amount of the Notes validly tendered at or before the Early
Tender Deadline is less than the Maximum Purchase Amount, the Company will
accept all such valid tenders of the Notes at or before the Early Tender
Deadline and such Notes will not be subject to possible pro ration. After the
Early Tender Deadline but at or before the Expiration Time, if the aggregate
principal amount of the Notes validly tendered exceeds the Maximum Purchase
Amount, such Notes validly tendered after the Early Tender Deadline but at or
before the Expiration Time will be accepted on a pro rata basis so that the
aggregate principal amount of the Notes accepted for purchase is up to the
Maximum Purchase Amount.

Tender instructions are irrevocable once submitted except in the limited
circumstances described under the Tender Offer Memorandum. A separate tender
instruction must be completed on behalf of each beneficial owner of the Notes
due to potential proration. If the Tender Offer is terminated without Notes
being purchased, any Notes tendered pursuant to the Tender Offer will be
returned promptly, and neither the Early Tender Offer Consideration nor the
Tender Offer Consideration, as the case may be, will be paid or become
payable.

Subject to the terms and conditions of the Tender Offer being satisfied or
waived, the Company reserves the right, in its sole discretion, on any date
following the Early Tender Deadline but at or prior to the Expiration Time
(the "Early Acceptance Date"), to accept for purchase the Notes validly
tendered at or before the Early Tender Deadline and not validly revoked. If
the Company elects to exercise this option, the Company will promptly pay the
Early Tender Offer Consideration for the Notes accepted for purchase at the
Early Acceptance Date on a date (the "Early Payment Date") which is expected
to be within five business days after the Early Tender Deadline, on or before
April 17, 2023, but is subject to change without notice. Also, on the Early
Payment Date, if any, the Company will pay accrued and unpaid interest and
additional amounts, if any, in cash, to, but excluding, the Early Payment
Date, on Notes accepted for purchase at the Early Acceptance Date.

Subject to the terms and conditions of the Tender Offer being satisfied or
waived, and to its right, in its sole discretion, to extend, amend, terminate
or withdraw the Tender Offer, the Company will, after the Expiration Time (the
"Final Acceptance Date"), accept for purchase the Notes validly tendered at or
before the Expiration Time and not validly revoked (or if the Company has
exercised its early purchase option described above, the Notes validly
tendered after the Early Tender Deadline and at or before the Expiration
Time). The Company will promptly pay the Tender Offer Consideration (and, if
the Company has not exercised its early purchase option described above, the
Early Tender Offer Consideration, as applicable) for Notes accepted for
purchase at the Final Acceptance Date on a date (the "Final Payment Date")
which is expected to be within two business days following the Expiration
Time, on or before April 27, 2023. Also, on the Final Payment Date, the
Company will pay accrued and unpaid interest and additional amounts, if any,
in cash, to, but excluding, the Final Payment Date, on Notes accepted for
purchase at the Final Acceptance Date.

The Company's obligation to accept for purchase, and to pay for, Notes validly
tendered and not validly revoked pursuant to the Tender Offer, is subject to
the satisfaction or waiver of a number of conditions, including the General
Conditions (as defined in the Tender Offer Memorandum).

The Company reserves the right, in its sole discretion but subject to
applicable law, to waive any of the conditions of the Tender Offer, in whole
or in part, at any time and from time to time.

The Company reserves the right, in its sole discretion but subject to
applicable law, to (1) extend, terminate or withdraw the Tender Offer at any
time and (2) otherwise amend the Tender Offer in any respect. The foregoing
rights are in addition to the right to delay acceptance for purchase of Notes
tendered pursuant to the Tender Offer or the payment for Notes accepted for
purchase pursuant to the Tender Offer in order to comply with any applicable
law, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934
(the "Exchange Act"), which requires that the Company pay the consideration
offered or return the deposited Notes promptly after the termination or
withdrawal of the Tender Offer.

The results of the Tender Offer are expected to be announced as promptly as
practicable following the Early Tender Deadline and the Expiration Time, as
applicable. The Company will announce the aggregate principal amount of the
Notes accepted for purchase pursuant to the Tender Offer at each applicable
Payment Date and any Scaling Factor (as defined in the Tender Offer
Memorandum) (if applicable) following the Expiration Time. Such information
will be notified to Holders and the Trustee and shall, absent manifest error,
be final and binding on the Company and the Holders.

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 (the
"Securities Act") 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 will be
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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