TIDM82CY
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 TER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A
DECISION IS MADE WITH RESPECT TO THE TER OFFER. NONE OF THE
COMPANY, THE INFORMATION AND TER AGENT, THE TRUSTEE, THE SECURITY
TRUSTEE OR THE DEALER MANAGER MAKES ANY RECOMMATION AS TO WHETHER
OR NOT HOLDERS SHOULD TER 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
65 Gresham Street New York, NY 10005
London EC2V 7NQ
Toll Free: (866) 207-2356
Telephone: +44 20 7920 9700 All Others Call: (212) 269-5550
D.F. King Ltd.
Email: muthoot@dfkingltd.com
Tender Offer Website: https://sites.dfkingltd.com/muthoot
In London In New York
48 Wall Street
65 Gresham Street New York, NY 10005
London EC2V 7NQ
Toll Free: (866) 207-2356
Telephone: +44 20 7920 9700 All Others Call: (212) 269-5550
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
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 until the consummation or
termination of the Tender Offer.
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END
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