Public Issue of Secured Redeemable Non Convertible Debentures Issue Opens On: 1 st July, 2015 Issue Closes On: 20 th July, 2015 @ Srei Infrastructure Finance Limited Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; CIN: L29219WB1985PLC055352 @The Tranche 2 Issue shall remain open for subscription on Working Days from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Tranche 2 Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of early closure or extension of the Tranche 2 Issue, our Company shall ensure that notice of the same will be provided to the prospective investors through advertisements in a leading national daily newspaper on or before such earlier date of Issue Closure or initial date of Issue Closure, as the case may be.
Disclaimer: ^ For detailed terms and conditions please refer to Tranche 2 Prospectus dated June 26, 2015 should be read along with Shelf Prospectus dated September 22, 2014 filed with Registrar of Companies, West Bengal, SEBI and BSE. Capitalized terms used and not defined shall have the same meaning assigned to such terms in the Tranche 2 Prospectus and Shelf Prospectus. Disclaimer Clause of BSE: It is to be distinctly understood to that permission given by BSE Limited should not in 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 Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer Clause of BSE Limited. Disclaimer of the Issuer: Srei Infrastructure Finance Limited is, subject to market conditions and other conditions, proposing a Public Issue of Secured Redeemable Non-Convertible Debentures of Face Value of ` 1,000/- each (The Debentures or NCDs ), amounting to ` 2,000/- million ( Base Issue Size ) with an option to retain oversubscription upto ` 10,000/- million (The Overall Issue Size) (Tranche 2 Issue) within the Residual Shelf Limit of ` 11,738.569/- million which should be read along with Shelf Prospectus dated September 22, 2014 filed with Registrar of Companies, West Bengal, SEBI and BSE Limited. The Investors are advised to take any decision to invest in the NCDs pursuant to their examination of the Issuer and on the basis of the disclosures made in the Tranche 2 Prospectus read with the Shelf Prospectus. Please see the section titled Risk Factors beginning on page 12 of the Shelf Prospectus and on page 22 of the Tranche 2 Prospectus for the risks in this regard. Availability of Prospectus: Full copy of Tranche 2 Prospectus dated June 26, 2015 will be available on the website of the Issuer, Lead Managers, Co-Lead Managers, SEBI and BSE at www.srei.com, www.icicisecurities.com, www.akcapindia.com. www.edelweissfin.com, www.spacapital.com, www.srei.com. www.karvy.com, www.integratedindia.in, www.rrfinance.com, www.smccapitals.com, www.bajajcapitals.com, www.sebi.gov.in, and www.bseindia.com respectively. Physical copies of the Tranche 2 Prospectus can be obtained from Company s Registered Offices as well as Lead Managers and Co-Lead Managers. 2
Contents 1 Srei Infrastructure Finance Limited The Issuer 2 Srei Infrastructure Finance Limited Financial Performance 3 Issue Structure 4 Investment Consideration 3
1 Srei Infrastructure Finance Limited The Issuer 4
Introduction of Srei An Indian Non Banking Finance Company in India with over 25 years experience in infrastructure sector. Diversified businesses across all sectors in the infrastructure space. Classified as Infrastructure Finance Company by RBI. Notified as Public Financial Institution by Ministry of Corporate Affairs. Srei manages Assets Under Management of `35,240 cr, with a net worth of over `3,481 Crore as on March 31, 2015 on Consolidated basis. Consolidated Profit After Tax is `129 Crore for the year ended March 31, 2015. 5
Evolution of Srei 1985 1989 1992 1997 2005 2008 2009 2010 2011 2014 Incorporated as a Public Limited Company with Registrar of Companies, New Delhi Started operations and identified infrastructure sector as the core business Initial Public Offering of equity shares. Listed on all major stock exchanges International Development Institutions IFC, DEG & FMO invested as strategic equity partners GDRs listed on London Stock Exchange Joint Venture with BNP Paribas Leasing Solutions Strategic partnership with Tata Group for passive telecom infrastructure business. Synergic integration of Srei and Quippo to create a fully integrated Holistic Infrastructure Institution Accorded Infrastructure Financial Company status by RBI and Public Financial Institution status by MCA Received Certificate from RBI to set up, own and operate White Label ATMs 6
Board of Directors Salil K Gupta, Chief Mentor Non-Executive & Independent Director He has more than 56 years of experience and has served as the former Chairman of West Bengal Industrial Development Corporation Limited - A leading state financial institution. He has also served as the President of The Institute of Chartered Accountants of India. Hemant Kanoria, Chairman & Managing Director Former Chairman of National Committee on Infrastructure, FICCI. Presently Council Member of Indo-German Chamber of Commerce. Former President of Calcutta Chamber of Commerce. Over 34 years of experience. Sunil Kanoria, Vice Chairman Presently the Director (Senior VP of Managing Committee) of ASSOCHAM. Member of CDTAC and CIDC. Chartered Accountant with over 27 years of experience. S Rajagopal, Non-Executive & Independent Director Former CMD, Bank of India. Former CMD, Indian Bank. Over 41 years of experience in banking industry. 7
Board of Directors S Chatterjee, Non-Executive & Independent Director Former Executive Director, Axis Bank Limited, Mumbai. Over 46 years of experience in Commercial and Investment Banking. Dr. Tamali Sengupta, Independent Director Over 30 years of experience in the legal field and is a specialist in transnational legal transactions in media, real estate development, insurance and infrastructure. She is a widely published author and is a Fellow of the Centre of International Legal Studies at Salzburg. Dr P K Sinha, Non-Executive & Independent Director Former Senior MD of the Blackstone Group LP. Over 23 years of experience in asset management in international and emerging markets. T.C.A. Ranganathan, Independent Director Over 38 years of banking experience. He was the Chairman, Export Import Bank of India. Had been a member of several Government of India overseas initiatives such as Indo-South Africa CEO Forum, Indo-Africa Business Council, Indo-Myanmar Joint Trade and Investment Forum etc. 8
Business Verticals FUND BASED FEE BASED STRATEGIC INVESTMENT INFRASTRUCTURE EQUIPMENT FINANCING PROJECT FINANCING INTERNATIONAL BUSINESS OPERATIONS INFRASTRUCTURE PROJECT ADVISORY INSURANCE BROKING INVESTMENT BANKING PRIVATE EQUITY & VENTURE CAPITAL INFRASTRUCTURE PROJECT DEVELOPMENT TRANSPORTATION TELECOM INFRASTRUCTURE RURAL IT INFRASTRUCTURE SEZ & INDUSTRIAL PARKS ENVIRONMENT MGMT 9
Our Key Strengths Strong Credentials More than 2 decades of experience in Infrastructure Financing. Classified as Infrastructure Finance Company by RBI and notified as Public Financial Institution (PFI) by the Ministry of Corporate Affairs. Listing of equity share on NSE, BSE, CSE and Listing of GDR on LSE (USD 35mn GDR issue in 2005). Unique Product Offerings Customised infrastructure financing solutions including project finance loans, leases, non-fund based facilities, equity, mezzanine capital etc. Strong Loan Book Diversified across various sectors Power, Ports, Logistics, Transportation, Urban Infrastructure and Telecom. One of the fastest growing NFBCs in the infrastructure financing space. Strong On asset a standalone quality basis Loan outstanding (gross of provisions) as at March 31, 2015 was ` 117,489.10 million. Disbursement (Srei Group) for the year ended March 31, 2015 was ` 125,460 million. 10
Shareholding Pattern as on March 31, 2015 Individual Bodies Corporate 5.53% Any Others 20.35% FII 12.42% 7.86% Promoter and Promoter Group 53.75% Shareholding Pattern (%) Promoter and Promoter Group 53.75 FII 12.42 DII 0.09 Bodies Corporate 5.53 Individual 20.35 Any Others 7.86 11
2 Srei Infrastructure Finance Limited Financial Performance 12
Consolidated Performance Highlights* (` in Mn.) Net Worth PAT 36000 35000 34000 33000 32000 31000 30527 32668 33719 34813 3000 2500 2000 1500 1000 1118 2631 1385 1291 30000 500 29000 28000 FY 12 FY 13 FY 14 FY 15 0 FY 12 FY 13 FY 14 FY 15 Asset Under Management Total Income 360000 350000 340000 330000 333296 340699 352407 40000 35000 30000 25000 24463 31095 32603 33603 320000 310000 307643 20000 15000 300000 10000 290000 5000 280000 FY 12 FY 13 FY 14 FY 15 0 FY 12 FY 13 FY 14 FY 15 * On Consolidated basis as on March 31, 2015 13
3 Issue Structure 14
Issue Structure Issuer Srei Infrastructure Finance Limited ( Company or Issuer ). Instrument & Issue size Public Issue of Secured Redeemable NCDs of face Value of ` 1,000/- each, for an amount upto ` 2,000 million ( Base Issue ) with an option to retain oversubscription upto ` 10,000 millon ( Overall Issue Size) (Tranche 2 Issue)with in Residual Shelf Limit of ` 11,738.569 million. Credit Rating & Security Cover CARE AA- (Double A Minus) by CARE and BWR AA (BWR Double A) by BRICKWORK. 1.0 time of the total outstanding amount of NCDs and interest thereon. Use of Proceeds The Net Proceeds raised through this Tranche 2 Issue will be utilized for following activities in the ratio provided as below: I. For the purpose of lending/ repayment of loan - minimum 75% of the Net Proceeds of the Tranche 2 Issue. II. For General Corporate Purposes up to 25% of the Net Proceeds of the Tranche 2 Issue. The unutilized amount if any will be used for purpose of lending/ repayment of loan. Issue Period Issue Starts: 1 st July, 2015. Issue End: 20 th July, 2015 @ (with an option for early closure or extension). Listing & Depositories Proposed to be listed on BSE. NSDL and CDSL. 15
Lead Managers Co-Lead Managers * Srei Capital Market Limited shall only be involved in marketing of the Issue Investor Category Category I (Institutional Portion) Category II (Non-Institutional Portion) Category III (Individual Category Portion) Basis of allotment on a first come first serve basis 15% of the Overall Issue Size 15% of the Overall Issue Size 70% of the Overall Issue Size 16
Issue Structure Series I # II*** III** IV # V VI** Frequency of Interest Payment Monthly Annual Cumulative Monthly Annual Cumulative Minimum Application Face Value/Issue Price of NCDs (` / NCD) ` 10,000/- (10 NCDs) across all Series ` 1,000/- In Multiples of 1000 (1NCD) 1000 (1NCD) 1000 (1NCD) 1000 (1NCD) 1000 (1NCD) 1000 (1NCD) Tenor from Deemed Date of Allotment Base Coupon (% per annum) for Category I, Category II & Category III Investor(s) (A) 39 months 60 months 10.00% 10.50% N.A. 10.25% 10.75% N.A. Additional incentive on Base Coupon Rate (% per annum) on any Record Date as applicable to Category III Investor(s) (B) 0.25% 0.25% N.A. 0.25% 0.25% N.A. Coupon Rate (Aggregate of the Base Coupon Rate and the additional incentive (as per B above) on the Base Coupon Rate on any Record Date applicable to Category III Investor(s) {(A) + (B) }) 10.25% 10.75% N.A. 10.50% 11.00% N.A. 17
Issue Structure Series I # II*** III** IV # V VI** Effective Yield (per annum) for Category I and Category II Investor(s) 10.46% 10.57% 10.50% 10.74% 10.79% 10.76% Effective Yield (per annum) for Category IIII investors Mode of Interest Payment Amount (` / NCD) on Maturity for Category I and Category II Investor(s)** Amount (` / NCD) on Maturity for Category III Investor(s) ** Maturity Date (from Deemed Date of Allotment) 10.74% 10.82% 10.77% 11.01% 11.04% 11.00% Through various modes available ` 1,000/- ` 1,000/- ` 1,384/- ` 1,000/- ` 1,000/- ` 1,668/- ` 1,000/- ` 1,000/- ` 1,395/- ` 1,000/- ` 1,000/- ` 1,686/- 39 months 39 months 39 months 60 months 60 months 60 months Institutional, Non Institutional Category Investor(s) and Individual Category Investor(s) can subscribe to all Series of NCDs. ** Subject to applicable tax deducted at source, if any. *** Our Company shall allocate and allot Series II NCDs wherein the Applicants have not indicated their choice of the relevant NCD Series or have applied for wrong Series. #Series I & Series IV NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. ^ Additional coupon of 0.25% p.a. for existing ncd/bonds holder in past public issues and/or equity shareholders of the company and/or senior citizens and/or employee of Issuer for Individual Category of investors on Deemed Date of Allotment and relevant record date for coupon payment in case of Series I, Series II, Series IV and Series V. and redemption for Series III and Series VI. 18
Issue Structure Type of Instrument Deemed Date of Allotment Security Interest on application of Money Secured redeemable non-convertible Debentures. The Deemed Date of Allotment for the NCDs shall be the date on which the Board of Directors or duly authorized committee thereof approves the allotment of NCDs or such date as may be determined by the Board of our Company and/or a duly authorized committee thereof and notified to the Stock Exchanges. All benefits under the NCDs including payment of interest will accrue to the NCD Holders from the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment. The principal amount of the NCDs to be issued in terms of the Tranche 2 Prospectus together with all interest due on the NCDs in respect thereof shall be secured by way of first charge in favour of the Debenture Trustee on an identified immovable property and specific future receivables/assets of our Company as may be decided mutually by our Company and the Debenture Trustee. Our Company will create 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 Company shall pay to the successful Applicants, interest at the rate of 10% p.a. on the Application Amount allotted, for the period commencing from 3 (three) days from the date of upload of the Application Form on the electronic book of the Stock Exchange, or the date of realization of the Application Amount, whichever is later, up to 1 (one) day prior to the Deemed Date of Allotment, subject to deductions under the provisions of the Income Tax Act or any other statutory modification or re-enactment thereof, as applicable. Interest on Application Amount as mentioned above shall be paid within 7 (Seven) Working Days from the Deemed Date of Allotment for all the Series of NCDs. However no interest is to be paid on Application Amount(s) to the ASBA Applicants. 19
4 Investment Consideration 20
Benefits of Investment in Srei NCDs Return 11 % Highest Coupon per annum for Individual category Investors in Series IV, V & VI. 10.75% Highest Coupon per annum for institutional and non Institutional category investor in Series IV, V & VI. Additional coupon of 0.25% p.a. for equity shareholders of the company and/or holders of NCD(s)/Bond(s) previously issued by the Company in past public issues and/or senior citizens on Deemed Date of Allotment under Individual Category investors only. Security Charge on Specific asset of the Company with an asset cover of 1.0 time of the total outstanding amount of the NCDs and interest thereon, and mortgage on immovable property which is free from all encumbrances. Liquidity NCDs are proposed to be listed on BSE. Trading will be in dematerialized form only. Mode of Allotment The NCDs will be issued in physical as well as dematerialized form to Individual investors only and in dematerialized form to other categories of investors. Series I & Series IV NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. 21
Thank You 22
Strong Support for your precious dreams. Upto 11%^ interest on Srei NCDs. To Apply SMS SREI to 56161 Public Issue of Secured Redeemable NCDs. Issue Period 1 st July 2015 to 20 th July 2015 @ 0.25% extra for senior citizens, existing shareholders / bond holders^ Srei Infrastructure Finance Limited @The Tranche 2 Issue shall remain open for subscription on Working Days from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Tranche 2 Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals and relevant notice of the same will be provided to the prospective investors through advertisements in a leading national daily newspaper. ^For detailed terms and conditions, please refer to Tranche 2 Prospectus dated June 26, 2015 (to be read along with Shelf Prospectus dated September 22, 2014) filed with Registrar of Companies, West Bengal, SEBI and BSE. Capitalized terms used and not defined shall have the same meaning assigned to such terms in the Tranche 2 Prospectus and Shelf Prospectus. Disclaimer Clause of BSE: It is to be distinctly understood to that permission given by BSE Limited should not in 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 Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer Clause of BSE Limited. Disclaimer of the Issuer: Srei Infrastructure Finance Limited is, subject to market conditions and other conditions, proposing a Public Issue of Secured Redeemable Non-convertible Debentures of Face Value of ` 1,000/- each (The Debentures or NCDs ), amounting to ` 2,000 million ( Base Issue Size ) with an option to retain oversubscription upto ` 10,000 million (The Overall Issue Size) (Tranche 2 Issue) within the Residual Shelf Limit of ` 11,738.569 million which should be read along with Shelf Prospectus dated September 22, 2014 filed with Registrar of Companies, West Bengal, SEBI and BSE Limited. The Investors are advised to take any decision to invest in the NCDs pursuant to their examination of the Issuer and on the basis of the disclosures made in the Tranche 2 Prospectus read with the Shelf Prospectus and other issue related documents like Application Forms, Abridged Prospectus, Corrigendum (if any), etc. Please see the section titled Risk Factors beginning on page 12 of the Shelf Prospectus and on page 22 of the Tranche 2 Prospectus for the risks in this regard. Availability of Prospectus: Full copy of Tranche 2 Prospectus dated June 26, 2015 will be available on the website of the Issuer, Lead Managers, Co-Lead Managers, SEBI and BSE at www.srei.com, www.icicisecurities.com, www.akcapindia.com. www.edelweissfin.com, www.spacapital.com, www.srei.com. www.karvy.com, www.integratedindia.in, www.rrfinance.com, www.smccapitals.com, www.bajajcapitals.com, www.sebi.gov.in, and www.bseindia.com respectively. Physical copies of the Tranche 2 Prospectus can be obtained from Company s Registered Offices as well as Lead Managers and Co-Lead Managers.
Customer Contact Points Toll Free: 18004197734 (9am to 6pm, Monday Saturday) Mail us: connect@sreibonds.com www.facebook.com/sreifinancialservices https://twitter.com/sreibuddy https://sreibonds.com/customer/login Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; Corporate Office: 6A Kiran Shankar Roy Road, Kolkata 700 001, West Bengal, India; Tel: +91 33 6499 0230 / 6499 0243; Fax: +91 33 2262 3220; Website: www.srei.com; Corporate Identification No: L29219WB1985PLC055352, Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Srei Infrastructure Finance Limited, Vishwakarma, 86C, Topsia Road (South), Kolkata - 700 046 Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Toll Free no. :1800 419 7734, Email-id: sreincd1@srei.com, 24