HCL Technologies Ltd — Capital/Financing Update 2021

Mar 3, 2021

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March 4, 2021

The General Manager BSE Limited 1[st] Floor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001 BSE Scrip code: 532281

The Manager National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051

NSE Scrip Code: HCLTECH

Dear Sir / Madam,

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Re. Issuance of USD denominated unsecured notes

Further to our letters dated February 25, 2021 and March 01, 2021 on the above matter, we would like to inform that HCL America Inc., a wholly owned step-down subsidiary of the Company incorporated under the laws of California, United States of America (“ Issuer ”) has approved issuance of USD denominated fixed rate, senior unsecured notes (“ Proposed Issue ”), the details of which are as under:

Particulars	Terms
Type of Instrument	USD denominated fixed rate, senior unsecured notes
Rating	Notes are rated “A-” by S&P.
Use of Proceeds	The Issuer intends to use the net proceeds of the sale of the Notes for refinancing its existing debt and / or meeting its working capital requirements.
Listing	The Notes will be listed on the Singapore Exchange Securities Trading Limited (SGX-ST)
Size of the Issue	USD 500 million
Tenure of the instrument – date of allotment and date of maturity	5 years Date of allotment - March 10, 2021 Maturity date–March 10, 2026
Coupon / interest offered, schedule of payment of coupon interest and principal	The Notes will bear interest from and including March 10, 2021 to (but excluding) March 10, 2026, at the rate of 1.375% per annum on 30/360 basis, payable semi-annually in arrears on March 10 and September 10 each year. Interest payment date are March 10 and September 10 of each year, commencing on September 10, 2021.

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Charge or security, if any, created over the assets	Unsecured
Ranking	The payment obligations of the Issuer under the Notes shall, save for such exceptions as may be provided by applicable legislation, at all times rank _pari passu_with all of its other existing and future unsecured and unsubordinated obligations and will be effectively subordinated to its secured obligations and the obligations of its subsidiaries. The payment obligations of the Company under the Guarantee will, save for such exceptions as may be provided by applicable legislation, at all times rank_pari passu_with its other existing and future unsecured and unsubordinated obligations and will be effectively subordinated to its secured obligations and the obligations of its subsidiaries.
Guarantee	Unconditional and irrevocable. The Company’s aggregate potential liability under the Guarantee is capped at an amount equal to 105% of the total aggregate principal amount of the Notes outstanding from time to time.
Special rights / interest / privileges attached to the instrument and changes thereof	Not applicable
Delay in payment of interest / principal amount for a period of more than three months from the due date or default in payment of interest / principal	Any failure to pay (a) interest on any of the Notes within 30 days of the due date or (b) failure to pay the principal amount thereof or any other amount thereon when due, unless such failure to pay is caused by an administrative or technical error and such payment is made within 5 Business Days of the due date; will cause event of default.
Details of any letter or comments regarding payment / non-payment of interest, principal on due dates, or any other matter concerning the security and / or the assets along with its comments thereon, if any	Please refer to details above for payment of interest and principal and delay in payment of interest and principal of the Notes.
Details of redemption of preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures	Not Applicable

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Further, we would like to inform you that the Issuer and the Company have executed, inter alia, the purchase agreement with the lead manager(s) appointed in respect of the Proposed Issue.

This is for your information and records.

Thanking you,

Yours truly,

For HCL TECHNOLOGIES LIMITED

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Manish Anand Company Secretary

Disclaimer :

This announcement does not constitute or form part of any offer to purchase, a solicitation of an offer to purchase, an offer to sell or an invitation or solicitation of an offer to sell, issue or subscribe for, securities in or into the United States or any other jurisdiction where it is unlawful to do so. This announcement has been prepared for publication in India only and is not for release, publication or distribution, directly or indirectly, in or into the United States, except to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”)) or in any other jurisdiction in which such release, publication or distribution would be prohibited by applicable law. The Notes and Guarantee have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the United States or other jurisdiction of the United States and no such securities may be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws of the United States. Accordingly, the Notes and the Guarantee are being offered and sold (i) in the United States only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on an exemption from registration provided by Rule 144A under the Securities Act and (ii) outside the United States in reliance on Regulation S under the Securities Act, in each case in compliance with applicable laws of the jurisdictions where such offers and sales occur.

The Notes have not been, are not being and will not be offered or sold, directly or indirectly, by means of any offer document, offering circular or any other document / material relating to the Notes, to any person or to public in India which would constitute an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for or purchase any securities in violation of applicable laws of India.

The Offering Circular has not been, nor will it be, registered, produced or published as an offer document (whether a prospectus in respect of a public offer, a statement in lieu of a prospectus or information memorandum, private placement offer cum application letter, an offering circular, an offering memorandum or other offering material in respect of any private placement under the Companies Act, 2013, regulations formulated by Securities and Exchange Board of India (“ SEBI ”) or any other applicable Indian laws) with any Registrar of Companies, the SEBI or any Indian stock exchange or any other statutory or regulatory body of like nature in India.

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