REG - Tata Consumer Prod. - Termination of the deposit agreements

Tata Consumer ProductsAnnouncement

03/04/2023 07:00

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RNS Number : 0424V  Tata Consumer Products Limited  02 April 2023

 

Deutsche Bank Trust Company
Americas                                Dated
April 2, 2023

One Columbus Circle

17(th) Floor Corporate Bank

Trust and Agency Services

New York

NY 10019

USA

 

Attention:      GDR Department

 

Dear Sirs:

 

Re: Tata Consumer Products Limited - Termination of the deposit agreements
entered into between the Company and Deutsche Bank Trust Company Americas, as
depositary

 

We refer to the Rule 144A Deposit Agreement by and among Tata Consumer
Products Limited (formerly known as Tata Global Beverages Limited and as Tata
Tea Limited) (the "Company"), Deutsche Bank Trust Company Americas, as
depositary ("we" or the "Depositary"), and the owners and beneficial owners of
Rule 144A Global Depositary Receipts, dated as of March 10, 2000, as
supplemented and amended on March 15, 2004 and on May 16, 2014 (the "Rule 144A
Deposit Agreement"), and the Deposit Agreement by and among the Company, the
Depositary, and the owners and beneficial owners of Global Depositary
Receipts, dated as of March 10, 2000, as supplemented and amended on March 15,
2004 and on May 16, 2014 (the "Reg S Deposit Agreement", and together with the
Rule 144A Deposit Agreement the "Deposit Agreements").

 

We refer to the engagement letter entered into between the Company and the
Depositary dated June 25, 2021 (the "Engagement Letter").  All capitalized
terms used, but not otherwise defined herein, shall have the meanings assigned
to them in the Engagement Letter.

 

Pursuant to the Engagement Letter, for the time period prior to the expiration
of the Depositary's Appointment, the Company is entitled to terminate the
Facility or the Appointment only in the event of the Depositary's gross
negligence or wilful misconduct in the performance of its obligations under
the Engagement Letter or under the Deposit Agreements.

 

The Company hereby acknowledges that, since none of the above-mentioned
termination events has occurred, the Company is not entitled to terminate the
Deposit Agreements prior to the expiration of the Depositary's Appointment.
The Company

 

 

has, however, requested that the Depositary accept the termination of the
Deposit Agreements prior to the expiration of the Depositary's Appointment.
The Depositary has accepted such request and, in consideration for such
acceptance, the Company hereby agrees that (i) it shall pay the Depositary, on
or before the date of this letter, a Remuneration Fee equal to US$95,000 (the
"Termination Payment") and (ii) it shall not engage another depositary bank to
re-establish the Facility following the termination of the Deposit Agreements
until June 25, 2024 (the "Period") unless we expressly reject the opportunity
to act as depositary bank for the Facility during the Period.

 

In light of the above and once the Depositary has received the Termination
Payment in full, and with reference to Section 6.02 of the Deposit Agreements
and Condition 21 of the terms and conditions thereof, the Company and the
Depositary hereby agree to terminate the Deposit Agreements by the mailing of
notice of such termination by the Depositary to the Owners of all Receipts
then outstanding at least thirty (30) days prior to the date fixed in such
notice for such termination (the "Termination Effective Date").

 

Kindly acknowledge and agree the above arrangement by signing two copies of
this letter and sending it to Tata Consumer Products Limited. Yours sincerely,

 

 For: TATA CONSUMER PRODUCTS LIMITED

 

 

 

IBRAHIM LODHGER

Director - Treasury

 

 

 

 

 

Acknowledged and Agreed:

____________________________________
_________________________________

Name
Name

Title
Title

 

For and on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

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