REG - SMBC Nikko Cap Mkts REC Limited - Post-Stabilisation Notice

RECAnnouncement

19/01/2024 09:45

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RNS Number : 3105A  SMBC Nikko Capital Markets Limited  19 January 2024

POST-STABILISATION ANNOUNCEMENT

Date: 19 January 2024

Not for the distribution, directly or indirectly in or into the United States
or India or any jurisdiction in which such distribution would be unlawful.

REC Limited

 

Post - Stabilisation Notice

Further to the pre-stabilisation period announcement dated 4 January 2024,
SMBC Nikko Capital Markets Limited ("SMBC Nikko") (contact: Stephen Apted, +44
20 4507 5017) hereby gives notice that no stabilisation was undertaken by the
Stabilising Manager named below in relation to the offer of the following
securities.

 The Securities:
 Issuer:                       REC Limited
 Aggregate Nominal Amount:     JPY 61,100,000,000
 Description:                  JPY 31,000,000,000 1.76 per cent. Notes due 2029 ("5-year Notes");

                               JPY 27,400,000,000 1.41 per cent. Notes due 2029 ("5.25-year Notes"); and

                               JPY 2,700,000,000 2.20 per cent. Notes due 2034 ("10-year Notes")

                               Senior Unsecured, Reg S only (Category 1)

                               Green Notes

                               English law

                               Listing: Global Securities Market of the India INX; and NSE IFSC

                               ISIN Codes:

                               5-year Notes: XS2732247189

                               5.25-year Notes: XS2732247346

                               10-year Notes: XS2732247858

 Offer price:                  5-year Notes: 100.00 per cent

                               5.25-year Notes: 98.103 per cent.

                               10-year Notes: 100.00 per cent.
 Stabilisation:
 Stabilising manager(s):       SMBC Nikko, 100 Liverpool Street, London EC2M 2AT
 Stabilisation started on:     N/A (no stabilisation occurred)
 Stabilisation last occurred:  N/A (no stabilisation occurred)

 

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into
the United States or India or any other jurisdiction in which such
distribution would be unlawful.

This announcement and the offer of the securities to which it relates are only
addressed to and directed at persons outside the United Kingdom ("UK") and
persons in the UK who have professional experience in matters related to
investments or who are high net worth persons within article 12(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and
must not be acted on or relied on by other persons in the UK.

In addition, if and to the extent that this announcement is communicated in,
or the offer of the securities to which it relates is made in, any EEA Member
State before the publication of a prospectus in relation to the securities
which has been approved by the competent authority in that Member State in
accordance with Regulation (EU) 2017/1129 (the "Prospectus  Regulation") (or
which has been approved by a competent authority in another Member State and
notified to the competent authority in that Member State in accordance with
the Prospectus Regulation), this announcement and the offer are only addressed
to and directed at persons in that Member State who are qualified investors
within the meaning of the Prospectus Regulation (or who are other persons to
whom the offer may lawfully be addressed) and must not be acted on or relied
on by other persons in that Member State.

If and to the extent that this announcement is communicated in, or the offer
of the securities to which it relates is made in, the UK before the
publication of a prospectus in relation to the securities which has been
approved by the competent authority in the UK in accordance with the
Prospectus Regulation, as it forms part of domestic law by virtue of the
European Union Withdrawal Act 2018 (the "UK Prospectus  Regulation"), this
announcement and the offer are only addressed to and directed at persons in
the UK who are qualified investors within the meaning of the UK Prospectus
Regulation (or who are other persons to whom the offer may lawfully be
addressed) and must not be acted on or relied on by other persons in the UK.

Singapore SFA Product Classification - in connection with Section 309B of the
Securities and Futures Act 2001 of Singapore, as modified or amended from time
to time (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 securities 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 Recommendation on
Investment Products).

This communication does not constitute any offering of the securities
referenced or any securities in Japan. The securities referenced have not been
and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, the "FIEA") and, accordingly, such
securities referenced will not be offered or sold directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan or to others for
re-offering or resale, directly or indirectly, in Japan or to any resident of
Japan except pursuant to an exemption from the registration requirements of,
and otherwise in compliance with the FIEA and other relevant laws and
regulations of Japan. As used in this paragraph, "resident of Japan" means any
person resident in Japan, including any corporation or other entity organised
under the laws of Japan.

This announcement does not and should not be considered as an advertisement,
invitation, offer, sale or solicitation of an offer to subscribe for or
purchase any securities, whether by way of private placement or to the public
in India within the meaning of, the Indian Companies Act, 2013, as amended
from time to time, and other applicable securities laws of India nor shall it
or any part of it form the basis of or be relied on in connection with any
contract, commitment or any investment decision in relation thereto in India.
The securities will not be offered or sold, and have not been offered or sold
in India by means of any offering document or other document or material
relating to the securities, directly or indirectly, to any person or to the
public in India. This communication or any offering memorandum or prospectus
(or equivalent disclosure document) produced in connection with the offering
of securities is not an offer document or an offering circular or a "private
placement offer cum application letter" or a "prospectus" under the Indian
Companies Act, 2013, as amended from time to time, the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended from time to time, or any other securities or other
applicable laws in India and no such document will be circulated or
distributed to any person in India. This announcement has not been and will
not be filed as a "prospectus" or a statement in lieu of prospectus in respect
of a public offer, information memorandum, placement memorandum or "private
placement offer cum application letter" or general information document or key
information document or any other offering material with any registrar of
companies in India, the Reserve Bank of India, the Securities and Exchange
Board of India, the International Financial Services Centres Authority or any
other statutory or regulatory body of like nature in India, save and except
for any information relating to the securities which is mandatorily required
to be disclosed or filed in India under any applicable Indian laws, including,
but not limited to, the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from time to time, and under
the listing agreements with any Indian stock exchanges pursuant to the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, or pursuant to
the directives of any statutory, regulatory and adjudicatory body in India.

Each securityholder shall be deemed to confirm that if they purchase any
securities and while they hold any securities, they are (i) residents of a
FATF Compliant Country or an IOSCO Compliant Country (each, as defined below),
(ii) multilateral and regional financial institutions where India is a member
country; (iii) foreign branches or subsidiaries of Indian banks in the case of
securities denominated in foreign currency as permitted under the Indian
external commercial borrowings regulations and other applicable laws.

A "FATF Compliant Country" is a country that is a member of Financial Action
Task Force ("FATF") or a member of a FATF style regional body and should not
be a country identified in the public statement of the FATF as (a) a
jurisdiction having a strategic anti-money laundering or combating the
financing of terrorism deficiencies to which counter measures apply; or (b) a
jurisdiction that has not made sufficient progress in addressing the
deficiencies or has not committed to an action plan developed with the FATF to
address the deficiencies.

An "IOSCO Compliant Country" is a country whose securities market regulator is
a signatory to the International Organisation of Securities Commission's
(IOSCO's) Multilateral Memorandum of Understanding (Appendix A Signatories) or
a signatory to bilateral Memorandum of Understanding with SEBI for information
sharing arrangements.

This announcement is not an offer of securities for sale in or into the United
States. The securities have not been, and will not be, registered under the
United States Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an exemption from registration. There
will be no public offer of securities in the United States.

Any legends, disclaimers or other notices that may appear below are not
applicable to this communication and should be disregarded. Such legends,
disclaimers or other notices have been automatically generated as a result of
this communication having been sent via Bloomberg or another email system.

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