IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF INDIA IMPORTANT: You must

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF INDIA IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached Tender Offer Memorandum and you are therefore required to read it carefully before reading or making any other use of the Tender Offer Memorandum. By accepting the to which this Tender Offer Memorandum was attached and by accessing the Tender Offer Memorandum, you shall be deemed (in addition to giving the representations below) to agree to be bound by all of the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Welspun Corp Limited (the Company ) and/or Sun Global Investments Limited as dealer manager (the Dealer Manager ) or tender agent (the Tender Agent ) as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the attached Tender Offer Memorandum. Confirmation of your representation: The attached Tender Offer Memorandum contains an invitation by the Company to the holders of the outstanding Bonds (as defined below) to make offers to tender any or all of their Bonds for purchase by the Company for cash (the Offer ). The Tender Offer Memorandum was sent at your request and, by accepting the to which the Tender Offer Memorandum was attached and accessing the Tender Offer Memorandum, you shall be deemed (in addition to the above) to have represented to the Company, the Dealer Manager and the Tender Agent that: (i) you are a holder or a beneficial owner of the US$150,000, % Convertible Bonds due 2014 (the Bonds ) issued by the Company; (ii) (iii) (iv) (v) (vi) the electronic mail address which you have given to us and to which the Tender Offer Memorandum has been delivered is not located in the United States; neither you nor any beneficial owner of the Bonds nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States; you are not a person resident in the Republic of India (as defined in the Foreign Exchange Management Act, 1999, as amended ( FEMA )); you are a person to whom it is lawful to send the Tender Offer Memorandum or for the Company to make an invitation pursuant to the Offer under applicable laws and regulations; and you consent to delivery of the Tender Offer Memorandum to you by electronic transmission. You are otherwise reminded that the Tender Offer Memorandum has been delivered to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident. If you have recently sold or otherwise transferred your entire holding of Bonds, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee, but if and only if you are permitted to do so by applicable law, and subject to the restrictions set out on this and the following page. Save as referred to above, the Tender Offer Memorandum should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever. Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. If the Tender Offer Memorandum is communicated to persons in the United Kingdom, it may only be so communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Manager or the Tender Agent nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Dealer Manager and the Tender Agent. Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in (i) the United States of America; (ii) the United Kingdom (other than to investment

2 professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) (the Order ), or to persons within Article 43 of the Order, including existing members and creditors of the Company and any other persons to whom this electronic transmission can be lawfully communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply); (iii) the Republic of Italy (other than (i) to a qualified investor (investitor qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No of 14 May 1999, as amended from time to time (the CONSOB Regulation ) acting on its own account or (ii) in circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the CONSOB Regulation); (iv) Belgium (other than to qualified investors as defined in Article 6 of the Law of 1 April 2007 on public acquisition offers); (v) the Republic of France (other than to providers of investments services relating to third party portfolio management and qualified investors (investisseurs qualifiés) all as defined in, and in accordance with, articles L.411-1, L and D to D of the French Code monétaire et financier); or (vi) the Republic of India or any other jurisdiction in which such offer or solicitation would be unlawful. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law - see Invitation to Tender and Distribution Restrictions. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. This Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder (as defined below) is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds in the Offer.

3 NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF INDIA TENDER OFFER MEMORANDUM dated October 16, YOU ARE ADVISED TO REFER TO THE INDICATIVE INVITATION TO TENDER TIMETABLE CONTAINED HEREIN. STRICTLY CONFIDENTIAL WELSPUN CORP LIMITED (formerly known as Welspun-Gujarat Stahl Rohren Limited) (incorporated in the Republic of India as a public company with limited liability under the laws of the Republic of India) Invitation to Tender for Repurchase for Cash of its outstanding US$150,000, % Convertible Bonds due 2014 convertible into fully paid ordinary shares of Rs. 5 each of Welspun Corp Limited ISIN: XS Common Code: (the Bonds ) Welspun Corp Limited (the Company ) wishes to repurchase for cash an aggregate principal amount of the outstanding Bonds in an amount to be determined by the Company at its sole discretion and hereby invites holders of the Bonds (the Bondholders ) to tender their Bonds for repurchase (the Invitation to Tender ). The Bonds are listed on the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Company has undertaken to repurchase at least U.S.$20 million (the Minimum Repurchase Amount ) of the principal amount of outstanding Bonds (being an amount equal to per cent. of the aggregate principal amount of the Bonds currently outstanding) pursuant to this Invitation to Tender, subject to such amount of Bonds being tendered by Bondholders for repurchase (the Minimum Repurchase Amount Condition ). The Invitation to Tender is being made on the terms and subject to the conditions contained in this Tender Offer Memorandum. The amount in cash in United States dollars to be paid for each US$100,000 principal amount of the Bonds (the Relevant Denomination ) accepted for repurchase will be determined by multiplying the Clearing Price (as defined herein) for the Bonds (expressed as a percentage) by such Relevant Denomination, rounded to the nearest cent (the Gross Repurchase Amount ) less a brokerage commission of 0.20 per cent. of such Relevant Denomination, which commission shall be deducted from the Gross Repurchase Amount and paid by the Company to the Dealer Manager on the Settlement Date (as defined herein). The Company in its sole discretion will determine the aggregate principal amount of outstanding Bonds to be repurchased, subject to the Minimum Repurchase Amount Condition, and the Clearing Price for the Bonds. The Clearing Price determined by the Company will be no less than the Minimum Clearing Price (being US$92,500 per US$100,000 principal amount of the Bonds) and no greater than the Maximum Clearing Price (being US$94,000 per US$100,000 principal amount of the Bonds). The Company will also pay any accrued and unpaid interest on the Bonds accepted for repurchase, up to but excluding the Settlement Date. Bondholders must tender their Bonds for repurchase at a price that does not fall below the Minimum Clearing Price and does not exceed the Maximum Clearing Price. If the Company accepts any Bonds for repurchase, the holders of such Bonds will be entitled to the benefit of the Clearing Price, even if such holders initially tendered their Bonds at a price lower than the Clearing Price. Bonds tendered at a price higher than the Clearing Price will not be repurchased by the Company. - i -

4 The Company has obtained an approval from the Reserve Bank of India (the "RBI") in connection with the Invitation to Tender by a letter dated August 8, 2012 (the RBI Approval ) pursuant to notification RBI/ /114 A.P. (Dir Series) Circular No. 1 of the RBI dated July 5, 2012 read together with notification RBI/ /317 A.P. (Dir Series) Circular No. 39 of the RBI dated December 8, 2008 (together, the RBI Regulations ). THE INVITATION TO TENDER COMPRISES AN EARLY OFFER AND A LATE OFFER. BONDHOLDERS WHO SATISFY THE CONDITIONS OF THE EARLY OFFER WILL BE GIVEN PRIORITY BY THE COMPANY WHEN ACCEPTING BONDS FOR REPURCHASE. THE COMPANY IN ITS SOLE DISCRETION WILL DETERMINE THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING BONDS TO BE REPURCHASED, SUBJECT TO THE MINIMUM REPURCHASE AMOUNT CONDITION. IF: THE AGGREGATE PRINCIPAL AMOUNT OF CP BONDS TENDERED (AS DEFINED HEREIN) IS LESS THAN THE MINIMUM REPURCHASE AMOUNT (OR SUCH GREATER AMOUNT OF BONDS THAT THE COMPANY DECIDES TO ACCEPT FOR REPURCHASE), ALL CP BONDS TENDERED SHALL BE ACCEPTED FOR REPURCHASE BY THE COMPANY THE AGGREGATE PRINCIPAL AMOUNT OF CP BONDS TENDERED PURSUANT TO THE EARLY OFFER IS GREATER THAN THE MINIMUM REPURCHASE AMOUNT (OR SUCH GREATER AMOUNT OF BONDS THAT THE COMPANY DECIDES TO ACCEPT FOR REPURCHASE), SUCH CP BONDS TENDERED SHALL BE ACCEPTED FOR REPURCHASE BY THE COMPANY ON A PRIORITY BASIS OVER BONDS TENDERED FOR REPURCHASE PURSUANT TO THE LATE OFFER AND SHALL BE PRO RATED AMONG THEMSELVES. IN SUCH CIRCUMSTANCES, BONDS TENDERED FOR REPURCHASE BY BONDHOLDERS AS PART OF THE LATE OFFER SHALL NOT BE ACCEPTED FOR REPURCHASE BY THE COMPANY. THE CP BONDS TENDERED AS PART OF THE EARLY OFFER ARE LESS THAN THE MINIMUM REPURCHASE AMOUNT (OR SUCH GREATER AMOUNT OF BONDS THAT THE COMPANY DECIDES TO ACCEPT FOR REPURCHASE), ALL THE CP BONDS TENDERED PURSUANT TO THE EARLY OFFER SHALL BE ACCEPTED FOR REPURCHASE BY THE COMPANY AND ANY CP BONDS TENDERED AS PART OF THE LATE OFFER SHALL BE ACCEPTED FOR REPURCHASE BY THE COMPANY ON A PRO RATA BASIS. ANY PRO RATA ALLOCATION PURSUANT TO THE EARLY OFFER OR THE LATE OFFER WILL BE PERFORMED BY ACCEPTING IN EACH CATEGORY (IN RESPECT OF EACH RELEVANT TENDER APPLICATION AND ELECTRONIC TENDER CONFIRMATION) THAT PROPORTION OF CP BONDS TENDERED WHICH IS EQUAL TO THE FINAL AGGREGATE REPURCHASE AMOUNT DIVIDED BY THE AGGREGATE PRINCIPAL AMOUNT OF CP BONDS TENDERED IN THE RELEVANT CATEGORY. THE INVITATION TO TENDER REQUIRES THE BONDHOLDERS WHO WISH TO PARTICIPATE IN THE TENDER TO COMPLETE A TENDER APPLICATION (IN THE FORM OF ANNEX A). THE TENDER APPLICATION MUST BE COMPLETED AND BE RECEIVED BY THE TENDER AGENT (AS DEFINED HEREIN) AT THE ADDRESS SPECIFIED BELOW, DURING THE PERIOD COMMENCING ON OCTOBER 17, 2012 AND ENDING AT 9:29 P.M. IST (11:59 P.M. SINGAPORE TIME) ON OCTOBER 23, 2012, UNLESS EXTENDED OR RE-OPENED (THE TENDER PERIOD ). address : welspuntenderoffer@sunglobal.co.uk Tel number : / Attention : Arjun Kapur / John Hart IN ADDITION, THE INVITATION TO TENDER REQUIRES THE BONDHOLDERS WHO WISH TO PARTICIPATE IN THE INVITATION TO TENDER TO COMPLETE AN ELECTRONIC TENDER CONFIRMATION (AS DEFINED HEREIN). A BONDHOLDER WHO VALIDLY SUBMITS A TENDER APPLICATION TO THE TENDER AGENT MAY HAVE THE - ii -

5 RECEIPT OF SUCH APPLICATION CONFIRMED BY AND SHOULD OBTAIN A UNIQUE REFERENCE NUMBER FROM THE TENDER AGENT. THIS UNIQUE REFERENCE NUMBER MUST BE INCLUDED BY THE BONDHOLDER IN THE ELECTRONIC TENDER CONFIRMATION. A BONDHOLDER WHO SUBMITS A TENDER APPLICATION SHOULD ALSO AS SOON AS PRACTICABLE SUBMIT AN ELECTRONIC TENDER CONFIRMATION TO BE RECEIVED BY THE RELEVANT CLEARING SYSTEM (AS DEFINED HEREIN) BY NO LATER THAN 6.30 P.M. IST (9.00 P.M. SINGAPORE TIME) ON OCTOBER 24, 2012 IN RESPECT OF THE EARLY OFFER (THE EARLY OFFER CLEARING SYSTEMS CUT-OFF DATE ) AND BY NO LATER THAN 6.30 P.M. IST (9.00 P.M. SINGAPORE TIME) ON OCTOBER 25, 2012 IN RESPECT OF THE LATE OFFER (THE CLEARING SYSTEMS CUT- OFF DATE ). ELECTRONIC TENDER CONFIRMATIONS MUST BE DULY COMPLETED AND RECEIVED BY THE RELEVANT CLEARING SYSTEMS BEFORE 6:30 P.M. IST (9:00 P.M. SINGAPORE TIME) ON THE EARLY OFFER CLEARING SYSTEMS CUT-OFF DATE OR THE CLEARING SYSTEMS CUT-OFF DATE, AS THE CASE MAY BE, IN ORDER FOR BONDHOLDERS TO PARTICIPATE IN THE INVITATION TO TENDER. BONDHOLDERS WHO DO NOT VALIDLY COMPLETE AND SEND THEIR ELECTRONIC TENDER CONFIRMATIONS WILL NOT BE ABLE TO PARTICIPATE IN THE INVITATION TO TENDER. FORMS OF THE TENDER APPLICATION CAN BE OBTAINED FROM THE TENDER AGENT. A SEPARATE TENDER APPLICATION AND A SEPARATE ELECTRONIC TENDER CONFIRMATION MUST BE SUBMITTED ON BEHALF OF EACH BENEFICIAL OWNER OF THE BONDS. The Invitation to Tender is being made as part of the Company s active management of its balance sheet. By tendering the Bonds for repurchase pursuant to the Invitation to Tender, each Bondholder will agree that receipt by such Bondholder of the aggregate Settlement Amount (as defined herein) from the Company in respect of its Tendered Bonds (as defined herein) accepted for repurchase by the Company and any accrued and unpaid interest, up to but excluding the Settlement Date, by such Bondholder shall constitute full and final discharge of the Company s obligations to such Bondholder under the terms and conditions of the Bonds with respect to payment of all amounts due on such Tendered Bonds and no other amounts, whether by way of premium or otherwise, shall be payable to such Bondholder. The Company will pay the Clearing Price and any accrued and unpaid interest, up to but excluding the Settlement Date, for any Bonds purchased pursuant to the Invitation to Tender in immediately available funds in US dollars in cash on the Settlement Date. The Company is making the Invitation to Tender only in those jurisdictions where it is legal to do so. See Invitation to Tender and Distribution Restrictions. THE EARLY OFFER PURSUANT TO THE INVITATION TO TENDER EXPIRES AT 9:29 P.M. IST (11:59 P.M. SINGAPORE TIME) ON OCTOBER 19, 2012 (THE EARLY EXPIRATION DEADLINE ) AND THE LATE OFFER PURSUANT TO THE INVITATION TO TENDER EXPIRES AT 9:29 P.M. IST (11:59 P.M. SINGAPORE TIME) ON OCTOBER 23, 2012 (THE EXPIRATION DEADLINE ), UNLESS THE PERIOD FOR THE TENDER IS EXTENDED OR RE-OPENED BY THE COMPANY. FOR ASSISTANCE IN CONNECTION WITH THE INVITATION TO TENDER, PLEASE CONTACT THE FOLLOWING PERSONNEL: Contacts: Arjun Kapur ( ) / John Hart ( ) address: welspuntenderoffer@sunglobal.co.uk THE COMPANY MAY, IN ITS SOLE DISCRETION, WAIVE, AMEND (SUBJECT AS PROVIDED HEREIN) OR EXTEND THE INVITATION TO TENDER AND/OR AMEND THE FINAL AGGREGATE REPURCHASE AMOUNT (SUBJECT TO THE MINIMUM REPURCHASE AMOUNT CONDITION). THE PURCHASE CONTRACTS (AS DEFINED HEREIN) SHALL BE FORMED ONLY IF THE ACCEPTANCE OF TENDER TO REPURCHASE NOTICE (AS DEFINED HEREIN) IS - iii -

6 DELIVERED BY THE COMPANY TO THE TENDER AGENT ON THE FINAL ALLOCATION DATE (AS DEFINED HEREIN). ON THE FINAL ALLOCATION DATE, THE COMPANY WILL NOTIFY BONDHOLDERS BY WAY OF A NOTICE TO THE CLEARING SYSTEMS OF THE AGGREGATE CASH AMOUNT PAYABLE BY THE COMPANY FOR THE BONDS BASED ON THE AGGREGATE PRINCIPAL AMOUNT OF BONDS IT WILL REPURCHASE ON THE SETTLEMENT DATE AND ANY UNPAID AND ACCRUED INTEREST ON SUCH BONDS, UP TO BUT EXCLUDING THE SETTLEMENT DATE, THE AGGREGATE PRINCIPAL AMOUNT OF BONDS REMAINING OUTSTANDING FOLLOWING COMPLETION OF THE INVITATION TO TENDER, THE CLEARING PRICE AND THE FINAL AGGREGATE REPURCHASE AMOUNT (THE FINAL ALLOCATION NOTICE ). AN ANNOUNCEMENT CONTAINING SIMILAR INFORMATION AS SET OUT IN THE FINAL ALLOCATION NOTICE WILL BE SUBMITTED BY THE COMPANY TO THE SGX- ST, THE NSE AND THE BSE PRIOR TO THEIR RESPECTIVE MARKET OPENINGS ON OCTOBER 30, 2012 FOR PUBLICATION ON THEIR RESPECTIVE WEBSITES. AN ANNOUNCEMENT THAT SETTLEMENT HAS TAKEN PLACE, THE TOTAL CONSIDERATION PAID BY THE COMPANY FOR THE BONDS REPURCHASED BY IT PURSUANT TO THE INVITATION TO TENDER AND THE AGGREGATE PRINCIPAL AMOUNT OF THE BONDS REMAINING OUTSTANDING FOLLOWING COMPLETION OF THE INVITATION TO TENDER WILL BE SUBMITTED BY THE COMPANY TO THE SGX- ST, THE NSE AND THE BSE PRIOR TO THEIR RESPECTIVE MARKET OPENINGS ON NOVEMBER 1, 2012 FOR PUBLICATION ON THEIR RESPECTIVE WEBSITES. FOR THE AVOIDANCE OF DOUBT, THE COMPANY SHALL NOT TERMINATE THE INVITATION TO TENDER AND SHALL COMPLY WITH THE MINIMUM REPURCHASE AMOUNT CONDITION. WHEN CONSIDERING WHETHER TO PARTICIPATE IN THE INVITATION TO TENDER, BONDHOLDERS SHOULD TAKE INTO ACCOUNT THAT RESTRICTIONS ON THE TRANSFER OF THE BONDS BY BONDHOLDERS WILL APPLY FROM THE TIME OF SUCH TENDER. A BONDHOLDER WILL, ON TENDERING BONDS IN THE INVITATION TO TENDER, AGREE THAT SUCH BONDS WILL BE BLOCKED IN THE RELEVANT ACCOUNT IN THE RELEVANT CLEARING SYSTEM FROM THE DATE THE RELEVANT TENDER OF BONDS IS MADE UNTIL THE EARLIER OF (I) COMPLETION OF THE MARK DOWN OF THE ACCEPTED TENDERED BONDS AND, (II) THE DATE ON WHICH THE TENDER OF SUCH BONDS IS REVOKED IN THE LIMITED CIRCUMSTANCES IN WHICH SUCH REVOCATION IS PERMITTED. BONDHOLDERS SHOULD NOTE THAT THE SETTLEMENT DATE IS EXPECTED TO BE OCTOBER 31, Dealer Manager SUN GLOBAL INVESTMENTS LIMITED 106 New Bond Street London W1S 1DN United Kingdom - iv -

7 SUMMARY The Company wishes to repurchase for cash an aggregate principal amount of outstanding Bonds to be determined in its absolute discretion, subject to the Minimum Repurchase Amount, and hereby invites Bondholders to tender their Bonds for repurchase in the Invitation to Tender. The Invitation to Tender is being made on the terms and subject to the conditions contained in this Tender Offer Memorandum. The Invitation to Tender comprises an Early Offer and a Late Offer (as described below). Currently the outstanding aggregate principal amount of the Bonds is US$150,000,000. The Final Aggregate Repurchase Amount will be determined by the Company by reference to the Electronic Tender Confirmations received by the relevant Clearing Systems, and notified to the Bondholders on the Final Allocation Date. The amount in cash in United States dollars to be paid for each Relevant Denomination of the Bonds accepted for repurchase will be determined by multiplying the Clearing Price for the Bonds (expressed as a percentage) by such Relevant Denomination, rounded to the nearest cent (the Gross Repurchase Amount ) less a brokerage commission of 0.20 per cent. of such Relevant Denomination, which commission shall be deducted from the Gross Repurchase Amount and paid by the Company to the Dealer Manager on the Settlement Date. The Clearing Price will be no less than the Minimum Clearing Price and no greater than the Maximum Clearing Price and shall be determined by the Company at its sole discretion, The sources of funds for the Tender Offer are the Company s existing foreign currency funds, fresh external commercial borrowings and/or the Company s rupee resources. The Company has obtained the RBI Approval in connection with the Invitation to Tender. For the avoidance of doubt, receipt of the aggregate Settlement Amount (as defined herein) in respect of Tendered Bonds and any accrued and unpaid interest, up to but excluding the Settlement Date, by the relevant Direct Participant shall constitute full and final discharge of the Company s obligations with respect to payment of all amounts due on any Tendered Bonds accepted for repurchase by the Company and no other amounts, whether by way of premium or otherwise, shall be payable to the holder of such Bonds. Any Bondholder that wishes to tender the Bonds in the Invitation to Tender must duly complete a Tender Application (in the form of Annex A) and such Tender Application must be received by the Tender Agent during the Tender Period. Tenders of Bonds in the Invitation to Tender will be irrevocable except in the limited circumstances described in Amendment and Revocation. In addition, the Invitation to Tender requires Bondholders wishing to participate in the Invitation to Tender to complete an Electronic Tender Confirmation. A Bondholder who submits a Tender Application should also as soon as practicable submit an Electronic Tender Confirmation to be received by the relevant Clearing System by no later than 6.30 p.m. IST (9.00 p.m. Singapore time) on October 24, 2012 in respect of the Early Offer (the Early Offer Clearing Systems Cut-Off Date ) and by no later than 6.30 p.m. IST (9.00 p.m. Singapore time) on October 25, 2012 in respect of the Late Offer (the Clearing Systems Cut-Off Date ). A Bondholder who validly submits a Tender Application to the Tender Agent may have the receipt of such application confirmed by and should obtain a unique reference number from the Tender Agent. This unique reference number must be included by the Bondholder in the Electronic Tender Confirmation. Electronic Tender Confirmations must be duly completed and received by the relevant Clearing Systems on the Early Offer Clearing Systems Cut-Off Date or the Clearing Systems Cut-Off Date, as the case may be, in order for Bondholders to participate in the Invitation to Tender. Bondholders who do not validly complete and send an Electronic Tender Confirmation will not be able to participate in the Invitation to Tender. The receipt of an Electronic Tender Confirmation by the relevant Clearing System will constitute instructions to debit the securities account of the relevant Direct Participant (as defined herein) on the - v -

8 Settlement Date in respect of all of the Bonds the relevant Bondholder has tendered in the Invitation to Tender, against credit of the relevant amount in cash from the Company. The Invitation to Tender comprises an Early Offer and a Late Offer. Bondholders who satisfy the conditions of the Early Offer will be given priority by the Company when accepting Bonds for repurchase. The Company in its sole discretion will determine the aggregate principal amount of outstanding Bonds to be repurchased, subject to the Minimum Repurchase Amount Condition. If: The aggregate principal amount of CP Bonds Tendered is less than the Minimum Repurchase Amount (or such greater amount of Bonds that the Company decides to accept for repurchase), all CP Bonds Tendered shall be accepted for repurchase by the Company. The aggregate principal amount of CP Bonds Tendered pursuant to the Early Offer is greater than the Minimum Repurchase Amount (or such greater amount of Bonds that the Company decides to accept for repurchase), such CP Bonds Tendered shall be accepted for repurchase by the Company on a priority basis over Bonds tendered for repurchase pursuant to the Late Offer and shall be pro rated among themselves. In such circumstances, Bonds tendered for repurchase by Bondholders as part of the Late Offer shall not be accepted for repurchase by the Company. The CP Bonds Tendered as part of the Early Offer are less than the Minimum Repurchase Amount (or such greater amount of Bonds that the Company decides to accept for repurchase), all the CP Bonds Tendered pursuant to the Early Offer shall be accepted for repurchase by the Company and any CP Bonds Tendered for repurchase by Bondholders as part of the Late Offer shall be accepted for repurchase by the Company on a pro rata basis. Any pro rata allocation pursuant to the Early Offer or the Late Offer will be performed by accepting in each category (in respect of each relevant Tender Application and Electronic Tender Confirmation) that proportion of CP Bonds Tendered which is equal to the Final Aggregate Repurchase Amount divided by the aggregate principal amount of CP Bonds Tendered in the relevant category. Bondholders must tender their Bonds for repurchase at a price that does not fall below the Minimum Clearing Price and does not exceed the Maximum Clearing Price If the Company accepts any Bonds for repurchase, the holders of such Bonds will be entitled to the benefit of the Clearing Price, even if such holders initially tendered their Bonds at a price lower than the Clearing Price. Bonds tendered at a price higher than the Clearing Price will not be repurchased by the Company. The Clearing Price and the Final Aggregate Repurchase Amount will be notified to Bondholders by the Clearing Systems on the Final Allocation Date. All calculations in relation to the Invitation to Tender shall be performed by the Company unless expressly stated otherwise and shall be final and binding on Bondholders in the absence of manifest error. The Tender Agent shall not be liable in any respect for the accuracy or inaccuracy in any mathematical calculation or formula in relation to the Invitation to Tender. The Invitation to Tender begins on October 17, 2012 (the Open Bid Date ); the Early Offer expires at 9:29 p.m. IST (11:59 p.m. Singapore time) on October 19, 2012 (the Early Expiration Deadline ) and the Late Offer expires at 9:29 p.m. IST (11:59 p.m. Singapore time) on October 23, 2012 (the Expiration Deadline ), unless the period for the Invitation to Tender is extended or reopened prior to the Expiration Deadline. In order to be eligible to have their Bonds accepted for repurchase by the Company pursuant to the Early Offer or the Late Offer, Bondholders must validly tender their Bonds by the Early Expiration Deadline or the Expiration Deadline, as the case may be, by delivering, or arranging to have delivered on their behalf, a valid Tender Application that is received by the Tender Agent by the Early Expiration Deadline or the Expiration Deadline, as the case may be. A Bondholder who validly submits a Tender Application to the Tender Agent may have the receipt of such application confirmed by and should obtain a unique reference number from the Tender Agent. This unique reference number must be included by the Bondholder in the Electronic - vi -

9 Tender Confirmation. In addition, Electronic Tender Confirmations must be duly completed by the Bondholders and sent to the relevant Clearing Systems so that valid Electronic Tender Confirmations are received by the relevant Clearing Systems before the Early Offer Clearing Systems Cut-Off Date or the Clearing Systems Cut-Off Date, as the case may be. Both a valid Tender Application and Electronic Tender Confirmation are required to be submitted in order for Bondholders to participate in the Invitation to Tender. Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds whether such intermediary requires receipt of such Bondholder s instructions to participate in, or to revoke prior instructions to participate in, the Invitation to Tender before the deadlines specified in this Tender Offer Memorandum. By tendering a completed Tender Application in the form of Annex A, Bondholders shall represent certain matters and shall undertake to instruct the relevant Clearing Systems to block its account by sending a duly completed Electronic Tender Confirmation to the relevant Clearing System, as described in Procedures for Participating in the Invitation to Tender. The relevant Clearing Systems may set and inform Bondholders of an earlier deadline within which Bondholders should submit their Electronic Tender Confirmations to the relevant Clearing Systems. The Purchase Contracts (as defined herein) shall be formed only if the Acceptance of Tender to Repurchase Notice (as defined herein) is delivered by the Company to the Tender Agent on the Final Allocation Date. Subject to applicable law and as provided in this Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of the invitation to tender and/or amend the Final Aggregate Repurchase Amount at any time. Details of any such extension, re-opening, amendment or waiver will be announced as provided in this Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made. - vii -

10 CONTENTS Page SUMMARY... v DEFINITIONS... 1 GENERAL... 6 INVITATION TO TENDER AND DISTRIBUTION RESTRICTIONS... 7 INDICATIVE INVITATION TO TENDER TIMETABLE THE INVITATION TO TENDER RISK FACTORS AND OTHER CONSIDERATIONS TAX CONSEQUENCES PROCEDURES FOR PARTICIPATING IN THE INVITATION TO TENDER AMENDMENT AND REVOCATION DEALER MANAGER AND TENDER AGENT ANNEX A viii -

11 DEFINITIONS Acceptance of Tender to Repurchase Notice Bondholder The notice communicated by the Company to the Tender Agent on the Final Allocation Date of an acceptance for repurchase of Bonds, pursuant to the Early Offer and/or the Late Offer, stating the Clearing Price, the Final Aggregate Repurchase Amount, the aggregate cash amount payable by the Company based on the principal amount of the Bonds accepted for repurchase on the Settlement Date and any unpaid and accrued interest, up to but excluding the Settlement Date and the aggregate principal amount of the Bonds remaining outstanding following completion of the Invitation to Tender. A holder of Bonds including: (i) (ii) each Direct Participant; and each beneficial owner of Bonds holding such Bonds, directly or indirectly, in accounts in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the payment of the Settlement Amount and any accrued and unpaid interest, to the extent the beneficial owner of the relevant Bonds is not a Direct Participant, the Settlement Amount and any accrued and unpaid interest payable in respect thereof will only be paid to the relevant Direct Participant and such payment to such Direct Participant will satisfy any obligations of the Company, the Tender Agent and the relevant Clearing System in respect of the repurchase of such Bonds. Bonds BSE Clearing Price The US$150,000, % Convertible Bonds due 2014 convertible into ordinary shares of Rs. 5 each of Welspun Corp Limited. ISIN: XS Common Code: BSE Limited. The maximum price at which the Company is willing to repurchase the Tendered Bonds, expressed as a percentage of the Relevant Denomination of the Tendered Bonds and accepted for repurchase pursuant to the Invitation to Tender, to be determined by the Company in its absolute discretion (subject to any applicable Indian law) and notified to Bondholders on the Final Allocation Date. For the avoidance of doubt, the Clearing Price will be no less than the Minimum Clearing Price and no greater than the Maximum Clearing Price. Clearing System Notice Clearing Systems Clearing Systems Cut-Off Date Clearstream, Luxembourg Company The electronic notice to be posted by each of the Clearing Systems on or about October 16, 2012 informing Direct Participants of the procedures to be followed in order to participate in the Invitation to Tender. Clearstream, Luxembourg and Euroclear. No later than 6:30 p.m. IST (9:00 p.m. Singapore time) on October 25, Clearstream Banking, société anonyme. Welspun Corp Limited

12 CP Bonds Tendered The Tendered Bonds at a price equal to or below the Clearing Price but not below the Minimum Clearing Price. For the avoidance of doubt, Bondholders must tender their Bonds for repurchase at a price that does not fall below the Minimum Clearing Price and does not exceed the Maximum Clearing Price. Dealer Manager Direct Participant Early Expiration Date Early Expiration Deadline Early Offer Sun Global Investments Limited. Each person shown in the records of the Clearing Systems as a holder of the Bonds. October 19, 2012 (subject to the right of the Company, in its sole discretion, to extend, re-open or amend the deadline for the Early Offer and/or the Invitation to Tender). 9:29 p.m. IST (11:59 p.m. Singapore time) on the Early Expiration Date (subject to the right of the Company, in its sole discretion, to extend and/or re-open the Invitation to Tender). Holders will be eligible to participate in the Early Offer if, inter alia, they comply with the following conditions: (i) they validly submit their Tender Application by the Early Expiration Deadline; and (ii) they validly submit a matching Electronic Tender Confirmation which reaches the Clearing Systems on or prior to the Early Offer Clearing Systems Cut-Off Date. Bondholders who satisfy the conditions of the Early Offer will be given priority by the Company when accepting Bonds for repurchase. Early Offer Clearing Systems Cut-Off Date Electronic Tender Confirmation No later than 6:30 p.m. IST (09:00 p.m. Singapore time) on October 24, The electronic tender and blocking instruction for submission by a Bondholder via the relevant Clearing System as soon as practicable following submission of its Tender Application (in the form specified in the Clearing System Notice), specifying inter alia: (i) (ii) (iii) (iv) (v) the minimum clearing price (for each Relevant Denomination of the Bonds) that such Bondholder would be willing to accept as the Clearing Price (expressed as a percentage, rounded to the nearest quarter of a per cent.) in respect of such Bonds; the principal amount of the Bonds that it is tendering at such price, in increments of the Relevant Denomination, whether such Bonds are held in Euroclear or Clearstream, Luxembourg, the relevant Euroclear or Clearstream, Luxembourg, account number and the ISIN and Common Code of such Bonds; the identity of the beneficial owner of such Bonds together with telephone and facsimile numbers, attention details and address; the unique reference number that it has obtained from the Tender Agent; and any other information as may be required by the Clearing Systems or Tender Agent and duly notified to the Bondholders prior to the submission of such electronic tender - 2 -

13 and blocking instruction. Euroclear Expiration Date Expiration Deadline Final Aggregate Repurchase Amount Final Allocation Date Final Allocation Notice Gross Repurchase Amount Invitation to Tender IST Late Offer Maximum Clearing Price Minimum Clearing Price NSE Euroclear Bank S.A./N.V. October 23, 2012 (subject to the right of the Company, in its sole discretion, to extend, re-open or amend the deadline for the Late Offer and/or the Invitation to Tender). 9:29 p.m. IST (11:59 p.m. Singapore time)on the Expiration Date (subject to the right of the Company, in its sole discretion to extend or re-open the Invitation to Tender). The aggregate principal amount of the Bonds accepted by the Company for repurchase on the Settlement Date, to be determined by the Company in its sole discretion and notified to the Bondholders on the Final Allocation Date. October 29, 2012, when the Company will deliver the Final Allocation Notice and the Acceptance of Tender to Repurchase Notice. The notice from the Company to the Bondholders by way of a notice to the Clearing Systems stating the aggregate cash amount payable by the Company based on the aggregate principal amount of the Bonds it will repurchase on the Settlement Date pursuant to the Early Offer and/or the Late Offer and any unpaid and accrued interest, up to but excluding the Settlement Date, the aggregate principal amount of the Bonds remaining outstanding following completion of the Invitation to Tender, the Clearing Price and the Final Aggregate Repurchase Amount. The amount in cash in United States dollars to be paid for each Relevant Denomination of Tendered Bonds accepted for repurchase pursuant to the Invitation to Tender, which is determined by multiplying the Clearing Price for the Bonds (expressed as a percentage) by such Relevant Denomination, rounded to the nearest cent. The invitation by the Company to Bondholders (subject to the restrictions set out in Invitation to Tender and Distribution Restrictions ) to tender Bonds for repurchase by the Company for cash, as described in this Tender Offer Memorandum. Indian Standard Time. Holders will be eligible to participate in the Late Offer if, inter alia, they comply with the following conditions: (i) they validly submit their Tender Application between the Early Expiration Deadline and the Expiration Deadline; and (ii) they validly submit a matching Electronic Tender Confirmation which reaches the Clearing Systems on or prior to the Clearing Systems Cut-Off Date. US$94,000 per US$100,000 principal amount of the Bonds. US$92,500 per US$100,000 principal amount of the Bonds. National Stock Exchange of India Limited. Open Bid Date October 17, 2012 Principal Paying Agent The principal paying agent in respect of the Bonds appointed pursuant - 3 -

14 to the Paying and Conversion Agency Agreement dated October 16, 2009, being The Hongkong and Shanghai Banking Corporation Limited. Purchase Contract The agreement made between the Company and a Bondholder arising from the acceptance by the Company of that Bondholder s tender of Bonds for repurchase, pursuant to the Acceptance of Tender to Repurchase Notice. RBI Regulations Notification issued by the Reserve Bank of India on July 5, 2012 (Notification RBI/ /114 A.P. (DIR Series) Circular No. 1) read together with the notification issued on December 8, 2008 (Notification RBI A.P. (DIR) Circular No. 39). Registrar Relevant Denomination Settlement Amount Settlement Date SGX-ST Tender Agent Tender Application The registrar in respect of the Bonds appointed pursuant to the Paying and Conversion Agency Agreement dated October 16, 2009, being The Hongkong and Shanghai Banking Corporation Limited. US$100,000 with respect to the Bonds. In respect of each Relevant Denomination of Tendered Bonds accepted for repurchase pursuant to the Invitation to Tender, the Gross Repurchase Amount less a brokerage commission of 0.20 per cent. of such Relevant Denomination. October 31, 2012 (subject to the right of the Company, in its sole discretion, to extend, re-open and/or amend the Invitation to Tender). Singapore Exchange Securities Trading Limited. Sun Global Investments Limited The tender application form (in the form set out in Annex A) to be completed by a Bondholder and received by the Tender Agent by at the address specified herein during the Tender Period and before the Early Expiration Deadline or the Expiration Deadline, as the case may be. A Bondholder who validly submits a Tender Application to the Tender Agent may have the receipt of such application confirmed by and should obtain a unique reference number from the Tender Agent. This unique reference number must be included by the Bondholder in the Electronic Tender Confirmation. Tender Period The period commencing on October 17, 2012 and ending on 9:29 p.m. IST (11:59 p.m. Singapore time) on October 23, Tendered Bonds Trustee United States US$ or US dollar Bonds validly tendered in the Invitation to Tender. The trustee in respect of the Bonds appointed pursuant to the Trust Deed dated October 16, 2009, being The Hongkong and Shanghai Banking Corporation Limited. United States of America. The lawful currency of the United States

15 Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds whether such intermediary requires receipt of such Bondholder s instructions to participate in, or to revoke prior instructions to participate in, the Invitation to Tender before the deadlines specified in this Tender Offer Memorandum. The relevant Clearing Systems may set, and inform Bondholders of, an earlier deadline within which Bondholders should submit their Electronic Tender Confirmations to the relevant Clearing Systems. See Procedures for Participating in the Invitation to Tender

16 GENERAL This Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Invitation to Tender. If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal and taxation advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds in response to the Invitation to Tender. Before making a decision with respect to the Invitation to Tender, Bondholders should carefully consider all of the information in this Tender Offer Memorandum and, in particular, the risk factors described under the heading Risk Factors and Other Considerations on page 16. Neither Sun Global Investments Limited as Dealer Manager or as Tender Agent nor the Company makes any recommendation as to whether Bondholders should tender Bonds in the Invitation to Tender. Each Bondholder should independently analyse the value of the Bonds and make an independent assessment of the terms of the Invitation to Tender. None of the Company, the Dealer Manager, the Trustee or the Tender Agent has expressed any opinion as to whether the terms of the Invitation to Tender are fair. No person has been authorised in connection with the Invitation to Tender to give any information or to make any representation other than such information or representations contained in this Tender Offer Memorandum and any other information or representation must not be relied upon as having been authorised by the Company, the Dealer Manager or the Tender Agent. Neither the delivery of this Tender Offer Memorandum nor any repurchase of Bonds shall, under any circumstances, create any implication that the information contained in this Tender Offer Memorandum has remained accurate and complete since the date hereof. The Bonds can only be tendered in the Invitation to Tender in accordance with the procedures described in Procedures for Participating in the Invitation to Tender. Bondholders who do not participate in the Invitation to Tender, or whose Bonds are not accepted for repurchase by the Company, will continue to hold their Bonds subject to the terms and conditions of such Bonds. Questions and requests for assistance in connection with the Invitation to Tender may be directed to the Dealer Manager or Tender Agent at the address or telephone number set out on page (ii) of this Tender Offer Memorandum. Unless the context otherwise requires, references in this Tender Offer Memorandum to a Bondholder or holder of Bonds includes: (i) (ii) each person who is shown in the records of the clearing and settlement systems of Euroclear or Clearstream, Luxembourg (together the Clearing Systems and each a Clearing System ) as a holder of the Bonds (also referred to as Direct Participants and each a Direct Participant ); and each beneficial owner of Bonds holding such Bonds, directly or indirectly, in accounts in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the payment of the Settlement Amount and any unpaid and accrued interest on the Tendered Bonds accepted for repurchase by the Company, to the extent the beneficial owner of the relevant Bonds is not a Direct Participant, the Settlement Amount and any unpaid and accrued interest payable in respect thereof will only be paid to the relevant Direct Participant and such payment to such Direct Participant will satisfy any obligations of the Company, the Tender Agent and the relevant Clearing System in respect of the repurchase of such Tendered Bonds

17 INVITATION TO TENDER AND DISTRIBUTION RESTRICTIONS The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Tender Offer Memorandum comes are required by the Company and the Dealer Manager to inform themselves about and to observe any such restrictions. United States The Invitation to Tender is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Bonds may not be tendered in the Invitation to Tender by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act ). Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Invitation to Tender are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of bonds in an invitation to tender resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Bonds participating in the Invitation to Tender will represent that it is not located in the United States and is not participating in such Invitation to Tender from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Invitation to Tender from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Italy None of the Tender Offer Memorandum or any other documents or materials relating to the Invitation to Tender have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ( CONSOB ) pursuant to Italian laws and regulations, and therefore the Invitation to Tender may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act"). Accordingly, the Invitation to Tender is not addressed to, and neither the Tender Offer Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Invitation to Tender can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than: (i) (ii) France to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No of May 14, 1999, as amended from time to time (the "CONSOB Regulation") acting on their own account; or in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the CONSOB Regulation. The Invitation to Tender is not being made, directly or indirectly, to the public in France. Neither this Tender Offer Memorandum nor any other documents or offering materials relating to the Invitation to Tender have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés),all as defined in, and in accordance with, Articles L.411-1, L and D to D of the French Code monétaire et financier, are eligible to participate in the Invitation to - 7 -