SECTION VI ISSUE INFORMATION ISSUE STRUCTURE Pursuant to the CBDT Notification, our Company is authorized to undertake the Issue. Our Company proposes to raise an amount of ` 400 crore with an option to retain oversubscription of upto ` 300 crore for issuance of additional bonds aggregating to a total of up to ` 700* crore by way of public issue during fiscal 2016. * In terms of the CBDT Notification, our Company has been authorised to issue tax free secured redeemable non-convertible bonds for an amount of ` 1,000 crore during the fiscal 2016 of which at least 70.00% of aggregate amount of bonds is to be raised through public issue. Accordingly, our Company has already issued tax-free secured redeemable non-convertible bonds amounting to ` 300 crore being 30.00% of the Allocated Amount by way of private placement and now plans to raise the balance ` 700 crore through this issue. Our Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in fiscal 2016 shall, in aggregate, not exceed ` 1,000 crore. The Issue has been authorized by resolution of the Board passed during meeting held on July 30, 2015. Particulars of the Bonds The following are the details of the principal terms and conditions of the Issue. This section should be read in conjunction with, and is qualified in its entirety by, detailed information in Terms of the Issue on page 144. Lead Managers Issuer Type instrument/issue Bonds/Issue Size AK Capital, Axis, Edelweiss and SBICAP NTPC Limited of Public issue by our Company of tax-free secured redeemable non-convertible Bonds of face value of of ` 1,000 each in the nature of debentures having tax benefits under Section 10(15)(iv)(h) of the Income Tax Act, for an amount of ` 400 crore with an option to retain oversubscription of up to ` 300 crore for issuance of additional bonds aggregating to a total of up to ` 700* crore during fiscal 2016. * In terms of the CBDT Notification, our Company has been authorised to issue tax free secured redeemable non-convertible bonds for an amount of ` 1,000 crore during the fiscal 2016 of which at least 70.00% of aggregate amount of bonds is to be raised through public issue. Accordingly, our Company has already issued tax-free secured redeemable non-convertible bonds amounting to ` 300 crore being 30.00% of the Allocated Amount by way of private placement and now plans to raise the balance ` 700 crore through this issue. Our Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in fiscal 2016 shall, in aggregate, not exceed ` 1,000 crore. Face Value (`) per ` 1,000 Bond Issue Price (`) per ` 1,000 Bond Minimum Application and in 5 Bonds (` 5,000) (individually or collectively, across all Series of Bonds) and in the multiple of the multiple of One Bond (` 1,000) thereafter thereafter Nature of Bonds Tax-free secured redeemable and non-convertible Nature of The claims of the Bondholders shall be superior to the claims of any unsecured creditors of our Indebtedness and Company and subject to applicable statutory and/or regulatory requirements, rank pari passu inter Ranking/Seniority se to the claims of other secured creditors of our Company having the same security. Mode of Issue Public issue Minimum None Subscription
Eligible Investors Category I/QIBs # Category Category III/HNIs Category IV/Retail II/Corporates # Individual Investors PFIs as defined in Companies falling Investors falling Investors falling Section 2(72) of the within the under the following under the following Companies Act meaning of categories applying categories applying 2013; Section 2(20) of for an amount for an amount Alternative the Companies aggregating to more aggregating up to and Investment Funds; Act 2013; and than ` 10 lakh across including ` 10 lakh Scheduled Limited liability all Series of Bonds in across all Series of commercial banks; the Issue: Bonds in the Issue: MFs registered with SEBI; Pay-in Date Listing Credit Ratings Objects of the Issue and Utilisation of Proceeds State industrial development corporations; Insurance companies registered with the IRDA; Provident funds with a minimum corpus of ` 25 crore; Pension funds with a minimum corpus subject to such being authorized to invest in the Bonds. partnerships, statutory corporations, trusts, partnership firms in the name of their respective partners, registered under applicable laws in India, that are authorized to invest in Bonds by their respective constitutional and/or charter documents, subject to compliance with respective applicable laws. Resident Individual Investors; of ` 25 crore; The National Investment Fund set up by resolution F. No. 2/3/2005- DD-II dated November 23, 2005 of the GoI, published in the Gazette of India; Insurance funds set up and managed by the army, navy, or air force of the Union of India; and Insurance funds set up and managed by the Department of Posts, India, associations of persons, cooperative banks, regional rural banks, societies registered under the applicable laws in India and other legal entities constituted and/or NRIs applying on a nonrepatriation basis only; and HUF applying in the name of their respective kartas. Resident Individual Investors; NRIs applying on a nonrepatriation basis only; and HUF applying in the name of their respective kartas. # See general circular (No. 6/2015), dated April 9, 2015 issued by the MCA clarifying that in cases where the effective yield (effective rate of return) on tax free bonds is greater than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of the loan, there is no violation of Section 186(7) of the Companies Act, 2013. Application Date. Full amount with the Application Form, except ASBA Applications. See Issue Procedure Payment Instructions on page 173. The Bonds are proposed to be listed on BSE and NSE, with BSE being the Designated Stock Exchange. For more information, see Terms of the Issue Listing on page 156 [ICRA] AAA (Stable) by ICRA, CRISIL AAA by CRISIL, and CARE AAA (Triple A) by CARE. See Annexure B Credit Rating. See Objects of the Issue on page 54. Security See Terms of the Issue - Security on page 144. Asset Cover See Terms of the Issue - Security on page 144.
Nature of Indebtedness See Terms of the Issue Ranking of the Bonds on page 157. and Ranking/Seniority Put/Call None Mode of Issuance In dematerialized form only** Bond Trustee IDBI Trusteeship Services Limited Mode of Trading In dematerialized form only** Registrar to the Issue Karvy Computershare Private Limited Modes of See Terms of the Issue Manner and Modes of Payment on page 152. Payment/Settlement Mode Market Lot/Trading One Bond Lot Date of The date on which the Board approves the Allotment of Bonds for the Issue or such date as may be Allotment determined by the Board and notified to the Designated Stock Exchange. All benefits accruing in relation to the Bonds including interest on Bonds shall be available from Date of Allotment. Actual Allotment of Bonds may occur on a date later than Record Date See Terms of the Issue Record Date on page 153. Working Day See Terms of the Issue Payment of Interest on the Bonds on page 148. Convention/Day Count Transaction Documents Documents/undertakings/agreements entered, or to be entered, into by our Company with Lead Managers and/or other intermediaries for the purpose of this Issue, including but not limited to the following. Bond Trust Deed Trust Deed will be entered into between the Bond Trustee and our Company within the prescribed timelines Bond Trustee Bond Trustee dated September 4, 2015, entered into between the Bond Trustee and our Company Escrow dated September 14, 2015 entered into by our Company, the Registrar to the Issue, the Lead Managers and the Escrow Collection Bank(s) Issue The agreement dated September 4, 2015, entered into between our Company and the Lead Managers Consortium Consortium dated September 14, 2015 entered into between our Company and the Consortium Members Registrar dated September 4, 2015, entered into between our Company and the Registrar to the Issue Tripartite s Tripartite agreement dated September 3, 2004 between our Company, CDSL and the Registrar to the Issue and the tripartite agreement dated July 16, 2004 between our Company, NSDL and the Registrar to the Issue Issue Opening Date September 23, 2015 Issue Closing Date September 30, 2015.The Issue shall remain open for subscription from 10.00 A.M. to 5.00 P.M. (Indian Standard Time) during the Issue Period with an option for early closure or extension, as may be decided by the Board or an authorised representative of the Board Interest on See Terms of the Issue-Interest on Application and Refund Money on page 149 Application Amount Default Interest Rate As per applicable statutory and/or regulatory requirements Redemption Nil Premium/Discount Conditions Other than the conditions specified in the SEBI Debt Regulations, there are no conditions precedent/subsequent precedent/subsequent to disbursement. See Terms of the Issue - Utilisation of Issue Proceeds on to disbursement page 156 Event of Default See Terms of the Issue on page 144 Cross Default Not applicable Roles and See Terms of the Issue- Bond Trustee on page 155 Responsibilities of Bond Trustee Discount at which None Bond is issued and the effective yield as a result of such discount Governing Law Laws of the Republic of India
Jurisdiction The courts of New Delhi will have exclusive jurisdiction for the purposes of the Issue. Coupon/Interest See Terms of the Issue Payment of Interest on the Bonds on page 148 Payment Dates Coupon/Interest None Reset Process Frequency of Annual Coupon/Interest Payment Step-up/Step-down Nil Coupon Rate Depositories NSDL and CDSL Redemption Amount Amount repayable on the Bonds, comprising the face value of the Bonds, together with coupon/interest accrued at the applicable coupon/interest rate for each Series of Bonds on the respective Redemption Dates or Maturity Dates Coupon/Interest Fixed coupon rate Type **In terms of Regulation 4(2)(d) of the SEBI Debt Regulations and Section 29(1) of the Companies Act 2013, our Company will make the public issue of the Bonds in the dematerialized form. Participation by any of the above category of Applicants 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 Bonds that can be held by them under applicable statutory and/or regulatory provisions. 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 Bonds pursuant to the Issue. SPECIFIC TERMS AND CONDITIONS FOR EACH SERIES OF BONDS Options Option 1 Option 2 Option 3 Tenure of Bonds 10 years 15 years 20 years Maturity/Redemption Date 10 years from 15 years from 20 years from Coupon Rates for Category I, II and III # Series of Bonds* Series 1A Series 2A Series 3A Coupon Rate (%) per annum 7.11% 7.28% 7.37% Annualized Yield (%) per annum 7.11% 7.28% 7.37% Coupon Rates for Category IV Series of Bonds* Series 1B Series 2B Series 3B Coupon Rate (%) per annum 7.36% 7.53% 7.62% Annualized Yield (%) per annum 7.36% 7.53% 7.62% * Our Company shall allot Series 1A / Series 1B (depending upon the category of Applicants) for all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of Bonds. # Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under: a. The coupon rates indicated under Series 1B, Series 2B and Series 3B shall be payable only on the Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV; b. If the Bonds allotted against Series 1B, Series 2B and Series 3B are transferred by Retail Individual Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Series 1A, Series 2A and Series 3A respectively; c. If the Bonds allotted against Series 1B, Series 2B and Series 3B are sold/transferred by the Retail Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. If on any Record Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under Series 1A, Series 1B, Series 2A, Series 2B, Series 3A and Series 3B for an aggregate face value amount of over ` 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/transferee(s) on Bonds under Series 1B, Series 2B, Series 3B shall stand at par with coupon rate applicable on Series 1A, Series 2A, and Series 3A, respectively;
e. Bonds Allotted under Series 1A, Series 2A and Series 3A shall carry coupon rates indicated above until the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under the Issue shall aggregated on the basis of PAN. Minimum Subscription In terms of SEBI Circular no. CIR/IMD/DF/ 12 /2014 dated June 17, 2014, the Company is exempted from the requirement of receiving minimum subscription in the proposed Issue. Market Lot and Trading Lot As per the SEBI Debt Regulations, since trading in the Bonds will be in dematerialized form only, the tradable lot is one Bond. Our Company has made depository arrangements with CDSL and NSDL ( Depositories ) for trading of the Bonds in dematerialized form, pursuant to the tripartite agreement dated September 3, 2004 among our Company, CDSL and the Registrar to the Issue and the tripartite agreement dated July 16, 2004 among our Company, NSDL and the Registrar to the Issue.