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Sammaan Capital Limited — Capital/Financing Update 2021
Dec 4, 2021
60400_rns_2021-12-04_2f9b4e58-d098-4590-81b4-6e0a690dd349.pdf
Capital/Financing Update
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December 4, 2021
| The Manager, | The Manager, |
|---|---|
| Listing Department, | Listing Department, |
| BSE Limited, | The National Stock Exchange of India Ltd., |
| Phiroze Jeejeebhoy Tower, | Exchange Plaza, 5 Floor, Plot C/1, G Block, |
| Dalal Street, | Bandra-Kurla Complex, Bandra(E), |
| Mumbai 400 001 | Mumbai 400 051 |
| BSE Scrip Code: 535789 | NSE Symbol: IBULHSGFIN/EQ |
Sub: Public issue by Indiabulls Housing Finance Limited, (“Company” or “Issuer”) of secured, redeemable, non-convertible debentures of face value of ₹1,000 each (the “NCDs”), for an amount upto ₹200 crores (“Base Issue Size”) with an option to retain oversubscription up to ₹800 crores, aggregating up to ₹1,000 crores (“Tranche I Issue Limit”) (“Tranche I Issue”) which is within the shelf limit of ₹2,000 crores (“Shelf Limit”) and is being offered by way of the tranche I prospectus dated December 03, 2021 containing inter alia the terms and conditions of Tranche I Issue (“Tranche I Prospectus”), which should be read together with the shelf prospectus dated December 03, 2021 (“Shelf Prospectus”). The Shelf Prospectus and Tranche I Prospectus constitute the prospectus (“Prospectus”).
Dear Sir/Madam,
Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we hereby inform you that a meeting of the Securities Issuance Committee (“ Committee ”) of the board of directors of Indiabulls Housing Finance Limited (“ Company ” or “ Issuer ”) was held on December 3, 2021, wherein the Committee inter alia considered and approved the public issue by the Company of secured, redeemable, non-convertible debentures of face value of ₹1,000 each (“ NCDs ”) for an amount up to ₹200 crores (“ Base Issue Size ”) with an option to retain oversubscription up to ₹800 crores, aggregating up to ₹1,000 crores (“ Tranche I Issue Limit ”)(“ Tranche I Issue ”), which is within the shelf limit of ₹2,000 crores.
The details as per SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, are provided as follows:
| Sr. No. | Particulars | Remarks |
|---|---|---|
| 1. | Type of Issue | Secured,redeemable,non-convertible Debentures. |
| 2. | Issue size | ₹200 crores (“Base Issue Size”) with an option to retain oversubscription up to ₹800 crores, aggregating up to ₹1,000 crores (“Tranche I Issue Limit”) |
| 3. | Issue opening and closingdates |
Issue opening date: December 9, 2021 Issue closingdate: December 20,2021 |
| 4. | Proposed to be listed on | BSE and NSE. BSE beingthe Designated Stock Exchange. |
| 5. | Credit ratings | “CRISIL AA/Stable” (pronounced as CRISIL double A rating with stable outlook), by CRISIL Ratings Limited “BWR AA+/Stable” (pronounced as Brickwork double A plus with stable outlook),byBrickwork |
| 6. | Deemed Date of allotment |
The date on which the Board / Securities Issuance Committee approves the allotment of the NCDs for this Tranche I Issue, or such date as may be determined by the Board / Securities Issuance Committee. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest on NCDs shall be available to the NCD holders from the Deemed Date of Allotment. |
| 7. | Tenor | 24 months,36 months and 60 months |
| 8. | Redemption date | Series I, Series II and Series III: 24 Months from the Deemed Date of Allotment;Series IV,Series V and Series VI: 36 Months from the |
Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 [email protected] Web.Indiabullshomeloans.com
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| Deemed Date of Allotment; Series VII and Series VIII: 60 Months from the Deemed Date of Allotment |
||
|---|---|---|
| 9. | Redemption amount | Please refer to Annexure A |
| 10. | Details of coupon/ interest offered, schedule of payment of coupon/interest and principal |
Please refer to Annexure A |
| 11. | Charge/security, if any, created over the assets |
The Secured NCDs proposed to be issued will be secured by a first ranking_pari passu_charge on present and future receivables and current assets of the Issuer for the principal amount and the interest thereon as specifically set out in and fully described in the Debenture Trust Deed. The NCDs will have a minimum asset cover of 1.25 times on the principal amount and interest thereon at all times during the tenor of the NCDs. The Issuer reserves the right to sell or otherwise deal with the receivables, both present and future, including without limitation to create a charge on_pari passu_or exclusive basis thereon for its present and future financial requirements, provided that a minimum-security cover of 1.25 times on the principal amount and accrued interest thereon, is maintained, on such terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the NCD Holders or the Debenture Trustee in this connection. However, if consent and/or intimation is required under applicable law, then the Company shall obtain such consents and/ or intimation in accordance with such law. We have received necessary consents from the relevant lenders, debenture trustees and security trustees for ceding_pari passu_charge in favour of the Debenture Trustee in relation to the NCDs. The NCDs shall be considered as secured only if the charged asset is registered with sub-registrar and RoC or CERSAI or Depository etc., as applicable, or is independently verifiable by the Debenture Trustee. Without prejudice to the aforesaid, in the event our Company fails to execute the Debenture Trust Deed within the period specified in Regulation 18(1) of the SEBI NCS Regulations or such other time frame as may be stipulated from time-to-time, our Company shall also pay interest of at least 2% (two per cent) per annum to the NCD holders, over and above the interest rate on the NCDs specified in the relevant Tranche Prospectus, till the execution of the Debenture Trust Deed. The security shall be created prior to making the listing application for the NCDs with the Stock Exchange(s). The revaluation and replacement of the security shall be in accordance with the Debenture Trust Deed. |
| 12. | Special right / interest / privileges attached to the instrument, and changes thereof |
N.A. |
| 13. | Default in payment of interest / principal |
Our Company shall pay interest in connection with any delay in allotment, refunds, listing, dematerialised credit, execution of Debenture Trust Deed, payment of interest, redemption of principal amount beyond the time limits prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated/ prescribed under applicable laws. Our Company shall pay at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution of the trust deed if our Company fails to execute the trust deed within such period asprescribed under applicable law. |
| 14. | Details of any letter or comments regarding payment / non-payment of interest, principal on due dates,or anyother |
N.A |
Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 [email protected] Web.Indiabullshomeloans.com
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matter concerning the security and / or the assets along with it comments thereon, if any 15. Details of redemption of N.A. preference shares indicating the manner of redemption (whether out of profits or out of fresh issues) and debentures
Additionally, the Committee also approved the Shelf Prospectus and the Tranche I Prospectus dated December 3, 2021 (“ Tranche I Prospectus” ) which have been filed with the Registrar of Companies, National Capital Territory of Delhi & Haryana, the Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited.
We request you to take the aforesaid on record.
Thanking you, Yours sincerely,
For and on behalf of Indiabulls Housing Finance Limited
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Amit Kumar Jain Company Secretary and Compliance Officer
Encl.:a/a
CC: Luxembourg Stock Exchange, Luxembourg Singapore Exchange Securities Trading Limited, Singapore
Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 [email protected] Web.Indiabullshomeloans.com
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ANNEXURE A
Specific terms and conditions in connection with each series of NCDs:
| Series | I | II | III | IV* | V | VI | VII | VIII |
|---|---|---|---|---|---|---|---|---|
| Frequencyof Interest Payment | Annual | Cumulative | Monthly | Annual | Cumulative | Monthly | Annual | Monthly |
| Minimum Application | ₹ | 10,000 (10 NCDs) across all Series | ||||||
| Face Value/ Issue Price of NCDs (₹/ NCD) |
₹1,000 | |||||||
| In Multiples of thereafter (₹) | ₹ 1,000 (1 NCD) | |||||||
| Type of Instrument | Secured NCDs | |||||||
| Tenor | 24 Months | 24 Months | 24 Months | 36 Months | 36 Months | 36 Months | 60 Months | 60 Months |
| Coupon (% per annum) for NCD Holders in Category I & II |
8.35% | NA | 8.05% | 8.50% | NA | 8.20% | 8.75% | 8.43% |
| Coupon (% per annum) for NCD Holders in Category III & IV |
8.75% | NA | 8.42% | 9.00% | NA | 8.66% | 9.25% | 8.89% |
| Effective Yield (per annum) for NCD Holders in Category I & II |
8.35% | 8.35% | 8.36% | 8.49% | 8.50% | 8.51% | 8.75% | 8.76% |
| Effective Yield (per annum) for NCD Holders in Category III & IV |
8.75% | 8.75% | 8.75% | 8.99% | 9.00% | 9.00% | 9.24% | 9.26% |
| Mode of Interest Payment | Through various modes available | |||||||
| Amount (₹ / NCD) on Maturity for NCD Holders in Category I & II |
₹1,000 | ₹1,174.00 | ₹1,000 | ₹1,000 | ₹1,277.60 | ₹1,000 | ₹1,000 | ₹1,000 |
Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 [email protected] Web.Indiabullshomeloans.com
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| Amount (₹ / NCD) on Maturity for NCD Holders in Category III & IV |
₹1,000 | ₹1,182.70 | ₹1,000 | ₹1,000 | ₹1,295.35 | ₹1,000 | ₹1,000 | ₹1,000 |
|---|---|---|---|---|---|---|---|---|
| Maturity / Redemption Date (Years from the Deemed Date of Allotment) |
24 Months | 24 Months | 24 Months | 36 Months | 36 Months | 36 Months | 60 Months | 60 Months |
| Put and Call Option | Not Applicable |
- Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.
Category III and IV of Investors in the proposed Issue who are also NCD(s)/bond(s) previously issued by our Company, and/ or our Subsidiaries as the case may be, and/or are equity shareholder(s) of Indiabulls Housing Finance Limited as the case may be (“ Primary Holder(s) ”) on the Deemed Date of Allotment and applying in Series I, Series III, Series IV, Series VI, Series VII and/or Series VIII shall be eligible for additional incentive of 0.25% p.a. provided the NCDs issued under the proposed Issue are held by the investors on the relevant Record Date applicable for payment of respective coupons, in respect of Series I, Series III, Series IV, Series VI, Series VII and Series VIII.
Category III and IV of Investors in the proposed Issue who are also Primary Holder(s) on the Deemed Date of Allotment applying in Series II and/or V, the maturity amount at redemption along with the additional yield would be ₹1,188.10 per NCD and/or ₹1,304.30 per NCD respectively provided the NCDs issued under the proposed Issue are held by the investors on the relevant Record Date applicable for redemption in respect of Series II and/or Series V.
The additional incentive will be maximum of 0.25% p.a. for Category III and IV Investors in the proposed Issue, who are also Primary Holder(s) on the deemed date of allotment.
On any relevant Record Date, the Registrar and/or our Company shall determine the list of the Primary Holder(s) of this Issue and identify such Investor/ NCD Holders, (based on their DP identification and /or PAN and/or entries in the Register of NCD Holders) and make the requisite payment of additional incentive.
The additional incentive will be given only on the NCDs allotted in this Issue i.e. to the Primary Holder(s). In case if any NCD is bought/acquired from secondary market or from open market, additional incentive will not be paid on such bought/acquired NCD.
In case the Primary Holder(s) sells/gifts/transfer any NCDs allotted in this Issue, additional incentive will not be paid on such sold/gifted/transferred NCD except in case where NCDs are transferred to the joint holder/nominee in case of death of the primary holder.
Indiabulls Housing Finance Limited (CIN. L65922DL2005PLC136029) Corp. Off. Indiabulls House, 448-451, Udyog Vihar, Phase V, Gurugram -16. T. +91 124 668 1212 F. +91 124 668 1111 Reg. Off. M 62 & 63, First Floor, Connaught Place, New Delhi -01. T. +91 11 43532950 F. +91 11 43532947 [email protected] Web.Indiabullshomeloans.com