NCD India Infoline Finance Limited Debt Capital Markets Issue Dates Company Profile Issue Opens: Tuesday, 17th September 2013 India Infoline Finance Limited, a subsidiary of India Infoline Limited (IIFL) is a systematically important non-deposit taking NBFC focusing on Mortgage Loans, Capital Market Finance, Gold Loans and Healthcare Finance. They offer a broad suite of lending and other financial products to both retail as well as corporate clients. Issue Closes: Friday 4th October 2013* *depending upon the subscriptions, the Company may choose to close early or extend the date of closure Credit Rating Salient features of the NCD issue The Issue is in the form of secured, redeemable, nonconvertible debentures having options, suiting the needs of different categories of investors. The rating of CARE and Brickwork indicates high degree of safety regarding timely servicing of Financial obligations. Such Instruments carry very low credit risk. The ratings provided by CARE and Brickwork may be suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently of any other rating. Credit rating agency CARE has rated the issue ‘CARE AA’ and Brickwork has rated the NCDs ‘BWR AA’. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Issuance of Certificate in physical and dematerialised form for Resident Investors and only in dematerialised form for Non-resident Investors. Attractive coupon of 12.00% for 36 Months and 60 Months on Monthly and Annual basis. Lead managers: Axis Capital Ltd., Trust Investment Advisors Pvt. Ltd., IDBI Capital Market Services Ltd., India Infoline Ltd. There is no Put /Call options for the NCDs. Company shall pay interest on application money on the amount allotted to the applicant other than ASBA Applicants, at the rate of 12.00% p.a. and Interest on application money which is liable to be refunded to applicants at the rate of 4.00%p.a., subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended. Allotments shall be made on a first-come first serve basis, based on the upload of each Application into the electronic book of the Stock Exchange, in each Portion subject to the Allocation Ratio. The NCDs will be listed on NSE & BSE and will be available in Demat form facilitating trading of these NCDs. As per clause (ix) of Section 193 of the I.T. Act, NO TAX will be deducted at source from the interest on listed NCDs held in the dematerialized form. Rating CARE AA BWR AA Issue Type NCDs NCDs Registrar: Link Intime India Pvt. Ltd. Debenture Trustees: Services Limited. IDBI Trusteeship Issue highlights Issue size: INR 1,050 crore* *Issue of INR 525 crore with an option to retain an over subscription of upto INR 525 crore. Face value: INR 1,000 Minimum Application: INR 5,000 or 5 NCDs. For further information and risk factors associated with the Issue, please refer to the Prospectus Business Overview India Infoline Finance Ltd a subsidiary of India Infoline Limited (“IIFL”) and a diversified financial services company focusing on Mortgage Loans, Commercial Vehicle Finance, Gold Loan, Capital Market Finance and Healthcare Finance. The Company offers a broad suite of lending and other financial products to clients both retail and corporate. The lending and financial products of the Company include: Mortgage Loans, which includes Housing Loans and Loans against Property. Commercial Vehicle Finance, which includes Loans against new and used commercial vehicles and buses, this includes loans on small, light and medium and heavy commercial vehicles Gold Loans, which includes finance against security of mainly used gold ornaments. Capital Market Finance, which includes Loans against Securities, Margin Funding, IPO financing and other structured lending transactions. Healthcare Finance/Medical Equipment Finance, which includes finance for medical equipment and project funding in the healthcare sector. India Infoline Housing Finance Limited (“IIHFL”) is a 100% subsidiary that is registered with the RBI carry on the business of a housing finance institution. As on March 31, 2013, Total Loan Book accounted for INR 9,375 crore out of which Mortgage Loans accounted for 41.17%; Capital Market Finance accounted for 13.52%; Health Care Finance accounted for 3.28% and Gold Loans accounted for 41.23% and Vehicle Finance accounted for 0.79% of companies Loan Book. As on June 30, 2013 the Company had a total of 1,403 branches. The consolidated income from operations and profit after tax (PAT) of the Company for the financial year ending March 31, 2013 stood at INR 1,653.40 crore and INR 188.72 crore respectively. The Company’s consolidated income from operations and PAT witnessed a CAGR of 98.3% and 51.9% respectively over the last three years from FY10 to FY13. The loan book of the company has witnessed a CAGR of 79.3% over the last three years. Key Operational and Financial Highlights (Consolidated Financials) Particular Networth (INR Crore) PAT (INR Crore) Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) * Tier II Capital Adequacy Ratio (%) * * Capital adequacy ratio is reported for IIFL standalone FY’13 1,544.96 FY’12 1,428.18 FY’11 1,341.20 188.72 0.49% 0.17% 14.58% 7.02% 105.38 0.56% 0.40% 15.46% 2.40% 92.25 0.44% 0.36% 29.73% 0.22% Source: Prospectus For further information and risk factors associated with the Issue, please refer to the Prospectus Category of investors Particulars Category I Institutional Up to 40% of issue size Reservation for each category INR 420 crore for allotment to QIB assuming Issue size of INR 1,050 crore 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, Who can Apply Co-operative Banks and Regional Rural Banks, which are authorized 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; Category II Non - Institutional Up to 10% of issue size INR 105 crore for allotment to Non-Institutional Portion assuming Issue size of INR 1,050 crore 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 organisation, which are authorised to invest in the NCDs; Individual (Unreserved) Up to 10% of issue size INR 105 crore for allotment to Unreserved Individual Portion assuming Issue size of INR 1,050 crore The following investors applying for an amount aggregating to above Rs.10 lakhs across all Series of NCDs : Category III Individual (Reserved) Up to 40% of issue size INR 420 crore for allotment to Reserved Individual Portion assuming Issue size of INR 1,050 crore The following investors applying for an amount aggregating upto Rs.10 lakhs across all Series of NCDs : Resident Indian individuals; Resident Indian individuals; Non Resident Indians on repatriation as well as nonrepatriation basis Non Resident Indians on repatriation as well as nonrepatriation basis Hindu undivided families through the Karta; and QFI being an Individual; Hindu undivided families through the Karta; and QFI being an Individual; 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) Insurance Companies registered with the IRDA; National Investment Fund; Mutual Funds. Note: 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 the 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 the Prospectus, such investor may only subscribe to the NCDs if such subscription is in compliance with laws of all jurisdictions applicable to such investor. For further information and risk factors associated with the Issue, please refer to the Prospectus Terms of the Issue Options I Tenure Frequency of Interest Payment Minimum Application II III 36 Months Monthly IV 60 Months Annually Monthly Annually INR 5,000 (5 NCDs) (for all options of NCDs, namely Options I, II, III and IV either taken individually or collectively) In Multiples of 1 NCD after the minimum subscription Face Value of NCDs ( INR / NCD) INR 1,000 Issue Price (INR / NCD) INR 1,000 Mode of Interest Payment/Redemption Through Various options available Coupon (%) for NCD Holders in Category I and Category II 12.00% 12.00% 12.00% 12.00% Coupon (%) for NCD holders in the Category III (Unreserved Individual Portion) 12.00% 12.00% 12.00% 12.00% Coupon (%) for NCD holders in the Category III (Reserved Individual Portion) 12.00% 12.00% 12.00% 12.00% Effective Yield (per annum) 12.68% 12.00% 12.68% 12.00% Redemption Date Redemption Amount (INR/NCD) Deemed Date of Allotment Nature of Indebtedness 36 months from the Deemed Date of Allotment 60 months from the Deemed Date of Allotment Face Value of the NCDs plus any interest at the applicable Coupon that may have accrued The date on which the Board or a duly authorized committee approves the Allotment of NCDs. 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