INDIA INFOLINE FINANCE LIMITED
(Formerly known as India Infoline Investment Services Limited)
Public Issue by our Company of Secured Redeemable NCDs aggregating up to ` 5,250 million with an
option to retain over-subscription up to ` 5,250 million for issuance of additional Secured Redeemable
NCDs aggregating to a total of up to ` 10,500 million.
Issuer
Lead Managers
Co-Lead Managers
Debenture Trustee
Registrar to the Issue
Type and nature of
Instrument
Face Value of NCDs(` /
NCD)
Issue Price (` / NCD)
Minimum Application
In Multiples of
India Infoline Finance Limited
Axis Capital Limited, Trust Investment Advisors Private Limited, India Infoline
Limited and IDBI Capital Market Services Limited
Karvy Investor Services Limited RR Investors Capital Services (P) Limited and
SMC Capitals Limited
IDBI Trusteeship Services Limited
Link Intime India Private Limited
Secured Redeemable Non-Convertible Debentures
`1,000
`1,000
`5,000 (5 NCDs)
(for all options of NCDs, namely Options I, II, III and IV either taken individually or
collectively)
One NCD after the minimum subscription
Common Terms of NCDs
Particulars
Issuer
Issue
Stock Exchanges
proposed for listing of
the NCDs
Issuance
Trading
Trading Lot
Depositories
Security
Rating
Issue Schedule*
Pay-in date
Deemed Date of Allotment
Details
India Infoline Finance Limited
Public Issue by our Company of Secured Redeemable NCDs aggregating up to
` 5,250 million with an option to retain over-subscription up to ` 5,250 million
for issuance of additional Secured Redeemable NCDs aggregating to a total of
up to ` 10,500 million.
BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”)
In physical and dematerialised form for resident Investors and only in
dematerialised form for non-resident Investors
Compulsorily in dematerialised form
1 (one) NCD
NSDL and CDSL
Security for the purpose of this Issue will be created in accordance with the
terms of the Debenture Trust Deed.
The NCDs proposed to be issued under this Issue have been rated ‘CARE
AA’[Double A] by CARE for an amount of up to `12,000 million vide its letter
dated August 23, 2013 and ‘BWR AA (Outlook:Stable) by Brickwork for an
amount of up to `10,500 million vide its letter dated August 27, 2013. The
rating of NCDs by CARE indicates instruments with this rating are considered
to have a high degree of safety regarding timely servicing of financial
obligations. Such instruments carry very low credit risk. The rating of NCDs by
Brickwork indicates instruments with this rating are considered to have a high
degree of safety regarding timely servicing of financial obligations. Su ch
instruments carry very low credit risk. The ratings provided by CARE and/or
Brickwork, may be suspended, withdrawn or revised at any time by the
assigning rating agency and should be evaluated independently of any other
rating. These ratings are not a recommendation to buy, sell or hold securities
and investors should take their own decisions. Please refer to page 424 for the
rationale for the above ratings.
The Issue shall be open from September 17, 2013 to October 4, 2013.
3 (three) Business Days from the date of receipt of application or the date of
realization of the cheques/demand drafts, whichever is later.
The date on which the Board or a duly authorized committee approves the
Allotment of NCDs. All benefits relating to the NCDs including interest on
NCDs shall be available to Investors 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 subscription list for the Issue shall remain open for subscription upto 5 pm, with an option for
early closure or extension by such period, upto a period of 30 days from the date of opening of the
Issue, as may be decided at the discretion of the duly authorised committee of Directors of our Company
subject to necessary approvals. In the event of such early closure of the Issue or extension of the Issue, our
Company shall ensure that notice of such early closure or extension of the Issue is given as the case may be
on such date of closure through advertisement/s in a leading national
The specific terms of each instrument are set out below:
Options
Tenure
Frequency of Interest Payment
Who can apply
Options
Tenure
Frequency of Interest Payment
Who can apply
Minimum Application
In Multiples of
Face Value of NCDs(` / NCD)
Issue Price (` / NCD)
Mode of Interest
Payment/Redemption
Coupon (%) for NCD Holders
in Category I and Category II
Coupon (%) for NCD holders in
the Category III
(Unreserved Individual Portion)
Coupon (%) for NCD holders in
the Category III
(Reserved Individual Portion)
Effective Yield
(per annum)
Redemption Date
Redemption Amount (`/NCD)
Deemed Date of Allotment
Nature of Indebtedness
Credit Rating
CARE
Brickwork
I
II
III
IV
36 Months
60 Months
Monthly
Annually
Monthly
Annually
Category I , II and III Investors described in the chapters “Issue Structure”
I
II
III
IV
36 Months
60 Months
Monthly
Annually
Monthly
Annually
Category I , II and III Investors described in the chapters “Issue Structure”
and “Issue Procedure” on page 258 and 278 respectively
`5,000 (5 NCDs) (for all options of NCDs, namely Options I, II, III and IV
either taken individually or collectively)
1 NCD after the minimum subscription
`1,000
`1,000
Through Various options available
12%
12%
12%
12%
12%
12%
12%
12%
12%
12%
12%
12%
12.68%
12%
12.68%
12%
36 months from the Deemed Date of
60 months from the Deemed Date
Allotment
of Allotment
Face Value of the NCDs plus any interest at the applicable Coupon that
may have accrued at the Redemption Date
The date on which the Board or a duly authorized committee approves the
Allotment of NCDs. All benefits relating to the NCDs including interest on
NCDs shall be available to Investors from the Deemed Date of Allotment.
The actual allotment of NCDs may take place on a date other than the
Deemed Date of Allotment.
Pari passu with other secured creditors
‘CARE AA’ [Double A]
BWR AA (Outlook:Stable)
The key common terms and conditions of the NCDs are as follows:
Particulars
Terms and Conditions
Minimum Application Size
The minimum number of NCDs per application form will be calculated
on the basis of the total number of NCDs applied for across all series of
NCDs (i.e. Option I, Option II, Option III and/or Option IV) under each
such Application Form and not on the basis of any specific option
Mode of allotment
Both in physical and dematerialised form to resident Investors and only
in dematerialised form to non-resident Investors
Terms of Payment
Full amount on application
Trading Lot
1 (one) NCD
Who can Apply
Category I
• Foreign Institutional Investors and sub-accounts (other than a sub
account which is a foreign corporate or foreign individual) registered
with SEBI including Sovereign Wealth Funds, Pension and Gratuity
Funds registered with SEBI as FIIs;
• Public Financial Institutions, Statutory Corporations, Commercial
Banks,
• Co-operative Banks and Regional Rural Banks, which are authorised
to invest in the NCDs;
• Provident Funds, Pension Funds, Superannuation Funds and Gratuity
Fund, which are authorised to invest in the NCDs;
• Venture Capital funds and / or Alternative Investment Funds
registered with SEBI;
• Insurance Companies registered with the IRDA;
• National Investment Fund;
• Mutual Funds;
Category II
• Companies; bodies corporate and societies registered under the applicable laws in India and
authorised to invest in the NCDs;
• Public/private charitable/religious trusts which are authorised to
invest in the NCDs;
• QFIs not being an individual;
• Scientific and/or industrial research organisations, which are authorised to invest in the
NCDs;
• Partnership firms in the name of the partners; and
• Limited liability partnerships formed and registered under the provisions of the Limited
Liability Partnership Act, 2008 (No. 6 of 2009);
Category III*
• Resident Indian individuals;
• Non Resident Indians on repatriation as well as non-repatriation basis
• Hindu undivided families through the Karta; And
• QFI being an Individual;
FIIs, QFIs and NRIs who intend to participate in the Issue must comply with the laws, rules
and regulations of the jurisdiction they are resident in and laws, rules and regulations to
which they are otherwise subject to in connection with the purchase and sale of NCDs. No
offer or sale of NCDs, pursuant to this Prospectus or otherwise, is being made in the
United States or any other jurisdiction where it is unlawful to do so. Accordingly these
materials are not directed at or accessible by these investors. If any investor in any jurisdiction
outside India receives this Prospectus, such investor may only subscribe to the NCDs if such
subscription is in compliance with laws of all jurisdictions applicable to such investor.
*With respect to applications received from Category III applicants, applications by applicants who apply
for NCDs aggregating to a value not more than ` 1.00 million, across all series of NCDs, (Option I and/or Option
II and/or Option III and/or Option IV) shall be grouped together, (“Reserved Individual Portion”) while
applications by applicants who apply for NCDs aggregating to a value exceeding ` 1.00 million, across all series
of NCDs, (Option I and/or Option II and/or Option III and/or Option IV), shall be separately grouped together,
(“Unreserved Individual Portion”).
Category – 1
(Institutional Portion)
40%
Category-II (Non
Institutional Portion)
10%
Basis of Allotment
First-Come First-serve basis,
Category – III*
(Unreserved Individual)
10%
Category-III* (Reserved
Individual Portion)
40%