OF MUTHOOT FINANCE LIMITED of face value Rs ICICI Direct

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OF MUTHOOT FINANCE LIMITED of face value Rs ICICI Direct Powered By Docstoc
					             PUBLIC ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES
 OF MUTHOOT FINANCE LIMITED of face value Rs. 1,000 upto ` 5,000 million

Issue Opening                                             September 17, 2012
Issue Closing                                             October 5, 2012*
* The Issue shall remain open for subscription from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) for the period
indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the
Board or the NCD Public Issue Committee of the Company, subject to necessary approvals. In the event of an early
closure or extension of the Issue, the Company shall ensure that notice of the same is provided to the prospective
investors through an advertisement in a reputed daily national newspaper on or before such earlier or extended
date of Issue closure.

Company Profile:
    Largest gold financing company in India in terms of loan portfolio*
    Largest branch network among gold loan NBFCs in India*
    Systemically Important Non deposit taking NBFC
    Track record of over 73 years
    Customers includes small businessmen, vendors, traders, farmers and salaried individuals
    Pan-India presence through 3,780** branches
    Total employee strength was approximately 25,100**

Financial Highlights:
    Total Gold Loan under Management grew from Rs. 2,179 cr in FY08 to Rs. 24,417 cr in FY12 – a
    CAGR of 83%
    Total Income of ` 4,549 cr & Profit After Tax of ` 892 cr for FY 2012
    Gross NPA of 0.56% of gross retail loan portfolio under management as on March 31, 2012
    Capital Adequacy Ratio (CAR) of 18.29% as on March 31, 2012

Strengths
    Market leader in the Gold Loan business with a strong presence in under-served rural and semi-
    urban markets
        • Largest gold financing company in India in terms of loan portfolio*
        • Largest branch network among gold loan NBFCs* (3,780 branches as of June 30, 2012)
        • Recognizable brand in the rural and semi-urban markets of India, particularly in the
           southern Indian states
    Strong brand name, track record, management expertise and Promoter support
    High-quality customer service and short response time
    Strong capital raising ability (have been assigned an “A1+” rating by ICRA to the short term bank
    fund based limits and Commercial Paper/ Short term debt programme of the company
    In-house training capabilities to meet branch expansion requirements

Strategies

    Expand branch network and visibility to maintain market leadership position – Strengthening of
    market leadership position in Southern Indian states along with expansion of branch network &
    visibility in other regions of India, particularly in Northern India
    Target new customer segments to include upper-middle income and upper income groups in
    addition to lower and middle income groups
    Access low-cost and diversified sources of funds
    Strengthen operating processes and risk management systems

* Source: IMaCS Industry Report, (2010 Update)
** Figures as on 30th June 2012
                                     ISSUE STRUCTURE

Particulars           Terms and Conditions
Minimum Application   ` 10,000 (10 NCDs) (for all options of NCDs, namely Options I, Option II,
Size                  Option III, Option IV and Option V either taken individually or collectively)
Mode of allotment     Physical and dematerialised form. NCDs under Option V will be compulsorily
                      allotted in dematerialised form.
Terms of Payment      Full amount on application
Trading Lot           1 (one) NCD
Who can Apply         Category I
                      • Public Financial Institutions, Statutory Corporations, Commercial Banks,
                         Co-operative Banks and Regional Rural Banks, which are authorised to
                         invest in the NCDs;
                      • Provident Funds, Pension Funds, Superannuation Funds and Gratuity
                         Fund, which are authorised to invest in the NCDs;
                      • Venture Capital funds registered with SEBI;
                      • Insurance Companies;
                      • State Industrial Development Corporations;
                      • Insurance funds set up and managed by the army, navy, or air force of the
                         Union of India;
                      • Insurance funds set up and managed by the Department of Posts, the
                         Union of India;
                      • National Investment Fund; and
                      • Mutual Funds;

                      Category II
                      • Companies; bodies corporate and societies registered under the applicable
                         laws in India and authorised to invest in the NCDs;
                      • Public/private charitable/religious trusts which are authorised to invest in
                         the NCDs;
                      • Scientific and/or industrial research organisations, which are authorised to
                         invest in the NCDs;
                      • Partnership firms in the name of the partners; and
                      • Limited liability partnerships formed and registered under the provisions of
                         the Limited Liability Partnership Act, 2008
                      • Resident Indian individuals and Hindu Undivided Families through the
                         Karta applying for NCDs aggregating to a value exceeding ` 500,000,
                         across all series of NCDs, (Option I and/ or Option II and/ or Option III
                         and/or Option IV and/ or Option V)

                      Category III
                      Resident Indian individuals and Hindu Undivided Families through the Karta
                      applying for NCDs aggregating to a value not more than ` 500,000, across all
                      series of NCDs, (Option I and/or Option II and/or Option III and/or Option IV
                      and/ or Option V)
Listing of the NCDs   BSE and NSE
Debenture Trustee     IDBI Trusteeship Services Limited
Lead Managers          ICICI Securities Limited, A.K. Capital Services Limited, Edelweiss Financial
                       Services Limited, Karvy Investor Services Limited, RR Investors Capital
                       Services (P) Limited and SBI Capital Markets Limited
Depositories           NSDL and CDSL
Registrar              Link Intime India Private Limited
Pay-in date            3 (Three) days from the date of upload of the Application on the electronic
                       platform of the Stock Exchanges or the date of realization of the
                       cheques/demand drafts, whichever is later.
Deemed date of         The Deemed Date of Allotment shall be the date as decided by the Board, or
allotment              the NCD Public Issue Committee of the Company, and as mentioned on the
                       Allotment Advice.
Day count basis        Actual/Actual

Risk Factors           See “Risk Factors” beginning on page 9 of the Prospectus for a discussion of
                       risks you should consider before investing in the NCDs

Participation by any of the above-mentioned investor classes in this Issue will be subject to
applicable statutory and/or regulatory requirements. Applicants are advised to ensure that
applications made by them do not exceed the investment limits or maximum number of NCDs that
can be held by them under applicable statutory and/or regulatory provisions.

IN JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH THE
HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS WOULD BE
REQUIRED IN THE APPLICATION FORM.

In case the Application Form is submitted in joint names, the applicant should ensure that the
beneficiary account is also held in same joint names and such names are in the same sequence in
which they appear in the Application Form.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking
allotment of NCDs pursuant to the Issue. For further details, please see “Issue Procedure” on page
177 of the Prospectus.
                                       TERMS OF THE ISSUE

Options                        I               II              III             IV               V

Frequency of Interest       Annual          Annual          Monthly          Annual            NA
Payment
                         ` 10,000 (10 NCDs) (for all options of NCDs, namely Option I, Option II, Option
Minimum Application
                         III, Option IV and Option V either taken individually or collectively)
In Multiples of                                           ` 1,000 (1 NCD)
Face Value of NCDs
                                                            ` 1,000
(` / NCD)
Issue Price (` / NCD)                                       ` 1,000
Mode of Interest
                                               Through various options available
Payment
Coupon Rate (%) for
NCD Holders in
                            11.50%          11.75%          11.75%           12.00%           N.A.
Category I, Category
II and Category III
Effective Yield (per
annum) for NCD
Holders in Category I,      11.50%          11.75%          12.40%           12.00%          12.25%
Category II and
Category III
Tenor                    24 months       36 months      60 months        60 months        72 months
                         24 months       36 months      60 months        60 months        72 months
                         from Deemed from Deemed from Deemed from Deemed                  from Deemed
Redemption date
                         Date of         Date of        Date of          Date of          Date of
                         Allotment.      Allotment.     Allotment.       Allotment.       Allotment.
Redemption amount        Repayment of the Face Value plus any interest that may have
                                                                                             ` 2000
(per NCD)                accrued at the Redemption Date.
Nature of
                         Pari passu with other secured creditors and priority over unsecured creditors
Indebtedness
Credit Rating            ‘CRISIL AA-/Stable’ by CRISIL & ‘[ICRA] AA-/ Stable’ by ICRA
                         The Deemed Date of Allotment shall be the date as decided by the Board or
Deemed Date of
                         the NCD Public Issue Committee of the Company, and as mentioned on the
Allotment
                         Allotment Advice.
                         First pari passu charge on the identified immovable property and a first pari
Security                 passu charge on current assets, book debts, loans and advances, and
                         receivables including gold loan receivables, both present and future
                         11.5% per Annum to any Applicants (except for ASBA Applicants) to whom
                         NCDs are Allotted pursuant to the Issue from the date of realization of the
Interest on              Application Amounts or after 3 (three) days from the date of upload of the
Application Money        Application on the electronic platform of the Stock Exchanges, whichever is
                         later upto one day prior to the Deemed Date of Allotment. For further details,
                         please refer to page 175 of the prospectus.
                         6% per Annum from the date of realization of the Application Amounts or after
                         3 (three) days from the date of upload of the Application on the electronic
                         platform of the Stock Exchanges whichever is later and upto one day prior to
Interest on Refund       the Deemed Date of Allotment. However, no interest on refund money will be
Money                    paid in case of (a) invalid Applications or Applications liable to be rejected,
                         and/or (b) Applications which are withdrawn by the applicant, and/or (c)
                         monies paid in excess of the amount of NCDs applied for in the Application
                         Form. For further details, please refer to page 176 of the prospectus.

				
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