IFCI Limited to Raise Upto Rs. 790.813 Crore through Public Issue of Secured, Redeemable, Non-convertible Debentures

Tranche II Issue has opened for subscription on January 1, 2015 and is scheduled to close on February 4, 2015 with an option for early closure or extension by such period, as may be decided by the Board of Directors of the Company or the Board Committee subject to necessary approval. In the event of such early closure or extension of period of the Tranche II Issue, the Company shall ensure that public notice of such early closure or extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in at least one leading national newspaper with wide circulation.

IFCI Limited (“Company” or “IFCI”), a company promoted and controlled by Government of India, is, subject to market conditions and other considerations, proposing a public issue of secured redeemable non-convertible debentures (“NCDs”) of face value of Rs. 1,000 each amounting to Rs. 250.00 crore (“Base Issue Size”) with an option to retain oversubscription aggregating upto the Residual Shelf Limit i.e. Rs. 790.813 crore.

The NCDs are rated “BWR AA- (Outlook: Stable)” by Brickwork Rating India Private Limited. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The NCDS are rated “[ICRA]A (Stable)” by ICRA Limited. Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. The NCDs are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The designated Stock Exchange for the Issue is BSE.

SBI Capital Markets Limited, A.K. Capital Services Limited, Edelweiss Financial Services Limited and RR Investors Capital Services Private Limited are the Lead Managers to the issue. Axis Trustee Services Limited has pursuant to regulation 4(4) of SEBI Debt Regulations given its consent for its appointment as Debenture Trustee to the Issue and Karvy Computershare Private Limited is the Registrar to the Issue. Dhir&Dhir Associates is the Legal Counsel to the Issue.

The NCDs are being offered for two tenors - 5 years and 10 years and both the tenors have an option of annual coupon or premium on redemption. The NCDs with a tenure of 5 years, having annual coupon payout option, will have a coupon rate of 9.35% p.a. for all categories of Investors i.e Category I Investor i.e. Qualified Institutional Buyers (“QIB”), Category II Investor i.e. Corporates, Category III Investor i.e. High Networth Individuals (“HNIs”) and Category IV Investor i.e. Retail Individual Investors (“RII”). There is an additional incentive of 0.10% p.a over coupon rate applicable only for HNIs and RII. Thus, the aggregate of coupon rate and additional incentive for HNIs and RII is 9.45% p.a.

The NCDs with tenure of 10 years having annual coupon payout option, and will have a coupon rate of 9.40% p.a for all categories of Investors i.e QIB, Corporates, HNIs and RII. There is an additional incentive of 0.10% p.a over coupon rate applicable only for HNIs and RII. Thus, the aggregate of coupon rate and additional incentive for HNIs and RII is 9.50% p.a.

The Company is also offering NCDs with premium on redemption option for both the tenors i.e. 5 years and 10 years. The NCDs of face value of Rs. 1,000 with a tenure of 5 years will be redeemed on the Maturity Date at Rs. 1,563.87(for QIBs and Corporates) and Rs. 1,571.04 ( for HNIs and RII). The NCDs of face value of Rs. 1,000 with tenure of 10 years will be redeemed on the Maturity Date at Rs. 2,457.50( for QIB and Corporates) and Rs. 2,480.08 ( for HNIs and RII).

About IFCI Limited:

IFCI is promoted and controlled by Government of India. The President of India, acting through Ministry of Finance, Government of India holds 55.53 percent of the equity shares of IFCI. IFCI is registered as Systematically Important Non-Deposit taking Non-Banking Finance Company (NBFC-ND-SI) with the Reserve Bank of India. IFCI has also been notified as a “Public Financial Institution” (PFI) by the Ministry of Corporate Affairs, Government of India. Along with the group entities, the Company provides financial services which include, besides long term corporate loans, advisory services in the areas of Project Development, Project Appraisal, Strategic Analysis, Corporate Restructuring, Infrastructure Financing and Legal Advisory to certain sectors. IFCI has 16 regional offices in different cities across India.

Its equity shares are listed on the prominent stock exchanges in India namely BSE and NSE.

IFCI’s net profit margin for Fiscal 2014, 2013 and 2012 stood at 17.22%, 16.34% and 23.28%, respectively.Cumulative gross loans sanctioned by IFCI, as at June 30, 2014, on a standalone basis, aggregated to Rs. 95,897.28 crore, in 5175 projects with total disbursement of Rs. 83,137.80 crore. As at September 30, 2014, the Company’s Capital Adequacy Ratio calculated on the basis of applicable RBI requirement was 20.48% as compared to a minimum of capital adequacy requirement of 15% stipulated by RBI.

Capitalized term used and not define herein shall have the same meaning assigned to such terms in the Tranche II Prospectus and Shelf Prospectus (which are collectively referred to as “Prospectus”)

Disclaimer:

Disclaimer of the Issuer:

Disclaimer: "IFCI Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, a public issue of its secured, redeemable, non-convertible debentures (NCDs) and has filed the Shelf Prospectus dated October 13, 2014 and Prospectus Tranche-II dated December 23, 2014 with BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI) and Registrar of Companies, National Capital Territory of Delhi. The Shelf Prospectus and the Prospectus Tranche-II is available on the website of SEBI at www.sebi.gov.in, the website of the BSE at www.bseindia.com, the website of the NSE at www.nseindia.com, the website of the IFCI Limited at www.ifciltd.com and the websites of the Lead Managers at www.sbicaps.com, www.akcapindia.com, www.edelweissfin.com and www.rrfcl.com/www.rrfinance.com, respectively. Physical copies of the Shelf Prospectus and Prospectus Tranche II can be obtained from the Company’s Registered Office and Regional Offices, as well as offices of the Lead Managers. Investors should carefully consider all the information in the Shelf Prospectus and Prospectus Tranche-II filed with BSE and NSE including the risks and uncertainties described therein, before making an investment in the NCDs. Please refer to section titled “Risk Factors” on Page 9 of the Shelf Prospectus and “Recent Material Developments” on Page 68 of the Prospectus Tranche-II ."

Disclaimer clause of BSE:

It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the “Disclaimer Clause of the BSE Limited”.

Disclaimer clause of NSE:

It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer Clause of NSE”.

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM:

It is to be distinctly understood that the permission given by NSE to use their network and Online Platform for facilitating applications for public issue of debt securities shall not in any way be deemed or construed as compliance with statutory and other requirements by IFCI Limited, Lead Managers, etc. is cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Disclaimer clause of RBI:

The Company is having a valid Certificate of Registration dated August 18, 2009 issued by the Reserve Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/ discharge of liability by the Company.