RELIANCE HOME FINANCE LIMITED INVESTMENT RATIONALE The issue offers yields ranging from 8.70% to 9.40% depending up on the Category of Investor and the option applied for. Credit Rating of CARE AA+ by CARE and BWR AA+ Outlook: Stable by Brickwork Ratings India Private Limited for Secured NCDs for an amount of Rs. 3,000 Crores. Credit Rating of CARE AA by CARE and BWR AA Outlook: Stable by Brickwork Ratings India Private Limited for Unsecured NCDs for an amount of Rs. 500 Crores. The NCDs are proposed to be listed on the National Stock Exchange of India Limited ( NSE ) and BSE Limited ( BSE ). BSE shall be the Designated Stock Exchange. COMPANY PROFILE Reliance Home Finance Limited (RHFL) is a non-deposit taking housing finance company registered with the NHB and focused on providing financing products for the LMI to HMI segment in India, primarily in Tier II and Tier III cities and towns and focused on the self-employed. RHFL is a wholly owned subsidiary of Reliance Capital Limited, the financial services Company of the Reliance Group. RHFL has been active in the housing finance sector in India since 2009. RHFL provides secured finance primarily to individuals, partnership firms and companies for the purchase, self-construction, improvement and extension of homes, new and resalable flats, against mortgage of the same property. It also provides certain categories of non-housing loans including Loan against property ( LAP ), which includes offering loans for business purposes or for the purchase of commercial property or for investment in asset, against mortgage of property of the borrower. RHFL has a robust marketing and distribution network, with a presence across 100 locations through 43 branches, throughout India as at September 30, 2016. RHFL is a part of the Reliance Group which is one of India s prominent private sector business houses serving over 2,500 lakh customers across telecommunications, power, financial services, infrastructure, media and entertainment, and healthcare sectors. As at March 31, 2016, RHFL s gross outstanding loan book stood at Rs 6,752.63 crores and assets under management were Rs 7,420.30 crores. As at March 31, 2016, RHFL s gross NPAs as a percentage of loan book was 0.97%. For the three years ended March 31, 2016, 2015, and 2014, RHFL s total revenue from operations was Rs 796.03 crores, Rs 500.94 crores and Rs 422.82 crores, respectively while profit after tax was Rs 86.75 crores, Rs 69.06 crores and Rs 43.38 crores respectively RHFL s revenue from operations and profit after tax grew at a CAGR of 17.46% and 26.81%, respectively, over the five fiscal years ended March 31, 2016.
STRENGTHS Established presence in the Self Employed Segment RHFL was established in 2008 with the main objective to provide loans to satisfy the housing needs of the Self-Employed (LMI to HMI) segment and salaried segment. Through its focus on the Self-Employed (LMI to HMI) segment, RHFL has evolved its loan sourcing expertise over the period to identify the needs of customers in the Self-Employed (LMI to HMI) segment and estimate their income and repayment capabilities. RHFL has developed a suite of products that caters to all segments with a focus on the Self-Employed (LMI to HMI) segment in various geographical territories of India. Healthy asset quality reinforced by strong risk management framework RHFL has developed a robust Risk Management Framework covering all types of risks incidental to its business. RHFL recognizes the importance of identifying and controlling risks and ensuring that required internal controls and procedures have been established by adopting a structured approach to identify current and future potential risks to organization. The Company has an enterprise risk management team which monitors the various risks like credit, market, operational, information security risk and reputational risk at an overall level. Strong growth opportunity supported by Government critical policy agenda The launch of Pradhan Mantri Awas Yojana or the Housing-For-All by 2022 mission in 2015 has boosted the real estate and housing finance industry by creating an enabling and supportive environment for expanding credit flow and increasing home ownership. This scheme of the Government of India has introduced Credit Linked Subsidy Scheme ( CLSS ) whose target group, is low-income group (LIG) and economically weaker sections (EWS) segments. Further the Real Estate Regulation Authority bill to ensure transparency and accountability of all involved parties has been a great booster to Indian buyers. This affordable Housing segment has generated interest in most of the HFCs including RHFL. Established brand and parentage Reliance Capital Limited is one of India s prominent financial services organization which has interests in asset management and mutual funds; life and general insurance; commercial finance; equities and commodities broking; wealth management services; distribution of financial products; asset reconstruction; proprietary investments and other activities in financial services. Strong Management Team and Corporate Governance RHFL has an experienced Board that oversees and guides its strategy and operations. The Board has constituted several Board committees including the Risk Management Committee, the NCD Committee, the Audit Committee, the Stakeholders Relationship Committee, the Corporate Responsibility Committee, and the Nomination and Remuneration Committee for timely decision-making and to ensure effective governance.
ISSUE STRUCTURE Issuer Type of instrument/ Name of the security/ Seniority/Nature Mode of the issue Lead Managers Base Issue Size Option to retain Oversubscription Amount Step up/ Step down interest rates Interest type Issuance mode of the instrument Trading mode of the instrument Settlement mode of the Instrument Interest on application amounts received which are used towards allotment of NCDs: Interest on application amounts received which are liable to be refunded Face value/ Issue Price (in Rs) Put and call option Put option date and Price Call option date Call option price Call notification time Minimum Application size and in multiples of NCD thereafter Market Lot/ Trading Lot Pay-in date Credit ratings Listing Tranche 1 Issue opening date December 22, 2016 Tranche 1 Issue closing date ** January 6, 2017 Reliance Home Finance Limited Secured Redeemable Non Convertible Debentures and Un-Secured Redeemable Non Convertible Debentures in the nature of Subordinated Debt and eligible for inclusion as Upper Tier II capital Public Issue A. K. Capital Services Limited, Edelweiss Financial Services Limited, Axis Bank Limited, Trust Investment Advisors Private Limited, and Yes Securities (India) Limited Rs 1,000 Crores Upto the Shelf Limit, i.e. an amount up to Rs 3,000 Crores for Secured NCDs and upto Rs 500 Crores for Un-Secured NCDs aggregating upto Rs 3,500 Crores No Step up/ Step down option available for Secured NCDs Step up of 25 basis points above coupon after 10 years from Deemed, if call option is not exercised Fixed Physical and demat* Compulsorily in dematerialised form 1. Direct credit; 2.NECS; 3.RTGS; 4.NEFT; and 5.Cheques/pay order/demand draft. For further details in respect of the aforesaid modes, please refer to the chapter titled Issue Procedure Terms of Payment. The Company shall pay interest on application amount against which NCDs are allotted to the Applicants, other than to ASBA Applicants, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) upto one day prior to the Deemed at the rate of 8% p.a. At the rate of 5.50% p.a, on all valid applications, which is liable to be refunded to the Applicants (other than Application Amounts received after the Tranche 1 Issue Closure Date, and ASBA Applicants) pursuant to the Tranche 1 Issue Rs 1,000 per NCD There are no put options available for Secured NCDs and Un-Secured NCDs. There is no call option available for Secured NCDs In case of Un-Secured NCDs, call option may be exercised only after 10 years from the deemed date of allotment, with the prior approval of NHB and in terms of SEBI Debt Regulations. For details please refer to Terms of the Issue - Put/ Call Option in relation to Un-Secured NCD Holders. Not applicable Call option may be exercised only after 10 years from the deemed date of allotment and with the prior approval of NHB and in terms of SEBI Debt Regulations. For details please refer to Terms of the Issue - Put/ Call Option in relation to Un-Secured NCD Holders. Not Applicable Written notice for exercise of Call Option to be issued by the Company atleast 21 days prior to the exercise date subject to receipt of approval from NHB. Rs 10,000 (10 NCDs) collectively across all Series and in multiple of Rs 1,000 (1 NCD) thereafter across all Series One NCD Application Date. The entire Application Amount is payable on Application. Credit Rating of CARE AA+ by CARE and BWR AA+ Outlook: Stable by Brickwork Ratings India Private Limited for Secured NCDs for an amount of Rs. 3,000 Crores. Credit Rating of CARE AA by CARE and BWR AA Outlook: Stable by Brickwork Ratings India Private Limited for Unsecured NCDs for an amount of Rs. 500 Crores. The NCDs are proposed to be listed on BSE and NSE. The NCDs shall be listed within 12 Working Days from the date of Tranche 1 Issue Closure. For more information, see Other Regulatory and Statutory Disclosures Listing Security and Asset Cover The principal amount of the Secured NCDs proposed to be issued in terms of the Shelf Prospectus and the Tranche Prospectus together with all interest due on the NCDs in respect thereof shall be secured by way of first ranking pari passu charge in favour of the Debenture Trustee on specific present and future receivables/assets of the Company and its Promoter as may be decided mutually by the Company and the Debenture Trustee in the Secured Debenture Trust Deed. The Company and Promoter will create and mainatain appropriate security in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure 100% asset cover for the NCDs (along with the interest due thereon), which shall be free from any encumbrances. The Issuer reserves the right to sell or otherwise deal with the assets, including receivables, both present and future, including to create a charge on pari passu basis thereon for its present and future financial requirements, with prior permission of Debenture Trustee in this connection as provided for in the Secured Debenture Trust Deed (except where a minimum security cover of 1 (one) time on the principal amount and interest due thereon, is maintained). No security will be created for Un-Secured NCD in the nature of subordinated Debt. For further details, please refer to the section titled Terms of the Issue Security Deemed The date on which the Board of Directors or the NCD Committee approves the Allotment of the NCDs for the Tranche 1 Issue or such date as may be determined by the Board of Directors or the NCD Committee and notified to the Designated Stock Exchange. The actual Allotment of NCDs may take place on a date other than the Deemed. All benefits relating to the NCDs including interest on NCDs shall be available to the Debenture holders from the Deemed Date of Allotment * In terms of Regulation 4(2)(d) of the SEBI Debt Regulations, the Company will undertake the public issue of the NCDs in dematerialised form. However, in terms of section 8(1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the NCDs in physical form will fulfil such request. SEBI vide letter no. IMD/DOF-1/AKS/OW/32466/2016 dated November 30, 2016 has granted approval to the Company to give option to those Investors who exercise their option to subscribe in physical form as entitled under section 8 (1) of the Depositories Act. However, trading in NCDs shall be compulsorily in dematerialized form. **The Tranche 1 Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated above, except that the Tranche 1 Issue may close on such earlier date or extended date as may be decided by the Board of Directors of the Company ( Board ) or the NCD Committee. In the event of an early closure or extension of the Tranche 1 Issue, the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such earlier or initial date of Issue closure. On the Tranche 1 Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchanges.
ALLOCATION RATIO QIB Portion Corporate Portion High Net Worth Individual Portion Retail Individual Investor Portion 30% 10% 30% 30% SPECIFIC TERMS FOR EACH SERIES OF NCDs Series I II III IV Frequency of Interest Payment Annual Annual Annual Annual Nature of Instrument Secured Secured Secured Un-Secured Minimum Application Rs 10,000 (10 NCDs) across all Series collectively In Multiples of thereafter Rs 1,000 (1 NCD) Face Value of NCDs (Rs / NCD) Rs 1,000 Issue Price (Rs / NCD) Rs 1,000 Mode of Interest Payment Through various options available Tenor 3 years 5 years 10 years 15 years Coupon (%) for NCD Holders in Category I & Category II 8.70 8.90 9.00 9.25* Coupon (%) for NCD holders in Category III and Category IV 8.90 9.05 9.15 9.40* Effective Yield (per annum) for NCD Holders in Category I & Category II 8.70 8.90 9.00 9.25 Effective Yield (per annum) for NCD Holders in Category III & Category IV 8.90 9.05 9.15 9.40 Redemption Date 3 years from the Deemed 5 years from the Deemed 10 years from the Deemed 15 years from the Deemed Redemption Amount (Rs/NCD) Rs 1,000 * In the event, the company does not exercise the call option, a step-up of 25 bps above coupon after 10 years from Deemed shall be payable on every subsequent coupon payment date. INVESTOR CATEGORIES AND ALLOTMENT Category I Category II Category III Category IV Institutional Investors Non Institutional Investors High Net-worth Individual, Retail Individual Investors ( HNIs ), Investors Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial institution which are authorised to invest in the NCDs; Provident funds, pension funds with a minimum corpus of Rs 2500.00 lakhs, superannuation funds and gratuity funds, which are authorised to invest in the NCDs; Venture Capital Funds/ Alternative Investment Fund registered with SEBI; Insurance Companies registered with IRDA; 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 set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; and Mutual Funds. Companies within the meaning of section 2(20) of the Companies Act, 2013; cooperative banks, and societies registered under the applicable laws in India and authorised to invest in the NCDs; Statutory Bodies/Corporations, Regional Rural Banks 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; Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009); Association of Persons; and Any other incorporated and/ or unincorporated body of persons Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above Rs 10 lakhs across all series of NCDs in the Tranche 1 Issue Resident Indian individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including Rs 10 lakhs across all series of NCDs in the Tranche 1 Issue
APPLICATIONS CANNOT BE MADE BY 1. Minors without a guardian name*(a guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian); 2. Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA; 3. Persons resident outside India and other foreign entities; 4. Foreign Institutional Investors; 5. Foreign Portfolio Investors; 6. Foreign Venture Capital Investors 7. Qualified Foreign Investors; 8. Overseas Corporate Bodies; and 9. Persons ineligible to contract under applicable statutory/regulatory requirements. *Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872 MODES OF MAKING APPLICATIONS Applicants may use any of the following facilities for making Applications: 1. ASBA Applications through the Members of Consortium, or the Trading Members of the Stock Exchanges only in the Specified Cities (namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat) ( Syndicate ASBA ). For further details, please refer to Submission of ASBA Applications ; 2. ASBA Applications through the Designated Branches of the SCSBs. For further details, please refer to Submission of ASBA Applications ; 3. Non-ASBA Applications through the Members of Consortium or the Trading Members of the Stock Exchanges at the centres mentioned in Application Form. For further details, please refer to Submission of Non-ASBA Applications (other than Direct Online Applications) ; 4. Non-ASBA Applications for Allotment in physical form through the Members of Consortium, Consortium Members, sub-brokers or the Trading Members of the Stock Exchanges at the centres mentioned in Application Form. For further details, please refer to - Submission of Non-ASBA Applications for Allotment of the NCDs in Physical Form. Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchanges and is subject to confirmation from Stock Exchange.
KEY OPERATIONAL AND FINANCIAL PARAMETERS (Rs.in Crs) Parameters Fiscal Year Fiscal Year Fiscal Year 2015-16 2014-15 2013-14 Net worth 570.28 498.27 438.93 Total Debt 6548.30 4421.91 3020.51 of which - Non-Current Maturities of Long Term Borrowing 4619.01 2823.98 2169.23 - Short Term Borrowing 768.30 815.52 207.63 - Current Maturities of Long Term Borrowing 1161.00 782.41 643.65 Net Fixed Assets 44.31 39.45 0.09 Non-Current Assets (Excluding Fixed Assets& Non-current portion of Cash & Bank Balances) 14.27 5.59 3.61 Cash and Bank Balances (Including Non-current portion) 727.09 355.13 242.26 Current Investments 73.48-320.00 Current Assets (Excluding Cash and Bank Balances current portion & Current Investments) 47.46 38.17 30.04 Current Liabilities (Excluding Short term borrowing, Current Maturities of Long Term Borrowing & Matured Deposits and Interest thereon) 478.55 561.18 234.67 Assets Under Management (including Securitised and Assignment Portion) 7420.30 5841.29 3860.05 Off Balance Sheet Assets 683.17 757.34 736.51 Interest Income (Including Treasury Income) 737.39 441.80 389.19 Interest Expense 474.57 297.85 268.64 Provisioning & Write-offs 15.86 13.50 13.89 PAT 86.76 69.06 43.39 Gross NPA (%) ** 0.97% 1.04% 1.66% Net NPA (%) *** 0.74% 0.81% 1.29% Tier I Capital Adequacy Ratio (%) 10.51% 11.10% 14.56% Tier II Capital Adequacy Ratio (%) 5.83% 4.07% 5.84% ** Gross NPA % = Gross NPA / (Assets Under Management Off Balance Sheet Assets) or (Gross NPA/ Gross Loans & Advances) *** Net NPA % = (Gross NPA NPA Provision) / (Assets Under Management Off Balance Sheet Assets NPA Provision) or (Net NPA/ Net Loans & Advances) Note: Details for September 30, 2016 havenot been included as the financials for September 30, 2016 have not been audited.
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