12th Nov 2009 08:04
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR IN INDIA
11 November 2009
INVITATION TO HOLDERS OF TATA STEEL LIMITED (THE "ISSUER") US$875,000,000 1 PER CENT. CONVERTIBLE ALTERNATIVE REFERENCE SECURITIES DUE 2012 TO OFFER FOR EXCHANGE EXISTING CONVERTIBLE ALTERNATIVE REFERENCE SECURITIES FOR NEW CONVERTIBLE BONDS DUE 2014 OF THE ISSUER
The Issuer has issued an aggregate of US$875,000,000 1 per cent. Convertible Alternative Reference Securities due 2012 on 4 September 2007 (the "CARS™"), which are convertible into Qualifying Securities or ordinary shares of the Issuer.
The Issuer wishes to announce that it invites holders of the CARS™ ("Holders") to offer to exchange any or all of their CARS™ for new convertible bonds due 2014 (the "Exchange Bonds") at the applicable Exchange Ratio (the "Exchange Offer"), subject to and in accordance with the terms of the offering memorandum dated as of today's date (the "Offering Memorandum").
The Issuer has applied for but has not obtained the approval of the Reserve Bank of India (the "RBI Approval") to conduct the Exchange Offer as of the date hereof. The Issuer may not receive the approval in a form that permits the conduct of the Exchange Offer on the terms set out herein or in the Offering Memorandum or in advance of the settlement date or at all. In particular, the Exchange Bonds may not be issued in exchange for CARSTM until such approval is obtained.
IF RBI APPROVAL HAS NOT BEEN RECEIVED BY 9:29 P.M. IST (11:59 P.M. SINGAPORE TIME) ON 19 NOVEMBER 2009, THE EXCHANGE OFFER WILL BE TERMINATED.
The Issuer is making the Exchange Offer with the objectives of (i) lengthening its debt maturity profile; (ii) reducing the cost to the Issuer; and (iii) potentially reducing future repayment obligations.
The Offering Memorandum will be despatched by the Issuer to Holders and will contain, inter alia, the terms and conditions of the Exchange Offer and the terms and conditions of the Exchange Bonds.
The key pricing terms of the Exchange Bonds are: (i) Denomination: US$100,000 and integral multiples of US$1,000 in excess thereof; (ii) Maturity: 21 November 2014; (iii) Issue price: 100 per cent.; (iv) Coupon: 4.50 per cent.; (v) Conversion Premium: 15.00 per cent.; (vi) Initial conversion Price: INR 605.5325 per share; and (vii) fixed exchange rate: INR46.36 = US$1.00.
HOLDERS ARE ADVISED THAT IF THEY SEND IN CERTAIN WRITTEN CONFIRMATIONS OF THEIR PARTICIPATION IN THE EXCHANGE OFFER TO THE DEALER MANAGERS BY 10:00 A.M. (SINGAPORE TIME) ON 12 NOVEMBER 2009 (THE "EARLY EXPIRATION DEADLINE"), THEY WILL BE ELIGIBLE TO AVAIL OF THE PREFERENTIAL EXCHANGE RATIO, ALL AS FURTHER DESCRIBED BELOW AND AS TO BE MORE FULLY DESCRIBED IN THE OFFERING MEMORANDUM. FOR THE AVOIDANCE OF DOUBT, HOLDERS SHOULD NOTE THAT THEY WILL NOT BE ELIGIBLE FOR THE PREFERENTIAL EXCHANGE RATIO IF THEY SEND IN THESE WRITTEN CONFIRMATIONS AFTER THIS TIME.
Copies of the Offering Memorandum can be obtained from either of Standard Chartered Bank, ABN AMRO Bank N.V., Hong Kong Branch and Citigroup Global Markets Limited acting as the Dealer Managers (the "Dealer Managers") or Calyon Singapore, acting as Co-Manager (the "Co-Manager") or Citibank, N.A., London Branch which is acting as the exchange agent (the "Exchange Agent"). The contact details of the Dealer Managers and the Exchange Agent are set out below:
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Standard Chartered Bank Email address : [email protected] Tel number : +852 3983 8653 Fax number : +852 3983 8660 Attention : Equity-Linked Solutions |
ABN AMRO Bank N.V., Hong Kong Branch Email address : [email protected] Tel number : +852 2700 5529 Fax number : +852 2700 5968 Attention : Equity-linked |
Citigroup Global Markets Limited Email address : [email protected] Tel number : +852 2501 2551/ +852 2501 2699 Fax number : +852 2501 8116 Attention : Citi Structured Products and Privates |
Citibank, N.A., London Branch Email address : [email protected] Tel number : +44 20 7508 3867 Fax number : +44 20 3320 2405 Attention : Exchange Team |
Holders who wish to participate in the Exchange Offer must submit the form of offer application that will be included in the Offering Memorandum (the "Offer Application") to the Dealer Managers. Subject to the terms of the Exchange Offer, Holders who do so by the Early Expiration Deadline will be eligible to benefit from a certain preferential exchange ratio and therefore receive a higher aggregate principal amount of Exchange Bonds for the same principal amount of CARS™ than Holders who submit their Offer Applications after this deadline. The final deadline for submitting Offer Applications is 4:00 p.m. (London time)/11:59 p.m. (Singapore time) on 16 November 2009 (the "Late Expiration Deadline"). Holders submitting Offer Applications after the Late Expiration Deadline will not be eligible to participate in the Exchange Offer.
The Issuer's acceptance of offers to exchange in the Exchange Offer is conditional upon valid offers being received from Holders in an aggregate principal amount of CARS™ that is sufficient to attain a minimum issue size of at least US$350,000,000 in aggregate principal amount of the Exchange Bonds.
In addition, Holders who wish to participate in the Exchange Offer must also complete a matching electronic exchange confirmation (the "Electronic Exchange Confirmation") in respect of each Offer Application submitted by it. The Electronic Exchange Confirmation must be received by the relevant clearing system by no later than 4:00 p.m. (London time)/11:59 p.m. (Singapore time) on 18 November 2009. Holders who do not validly complete and send Offer Applications and matching Electronic Exchange Confirmations will not be eligible to participate in the Exchange Offer.
It is currently envisaged that the Issuer will make an announcement through the clearing systems no later than 4:00 p.m. (London time)/11:59 p.m. (Singapore time) on 19 November on, inter alia, the amount of Exchange Bonds to be issued and the aggregate principal amount of CARS™ submitted for exchange and accepted pursuant to the Exchange Offer.
The settlement date for the issue of Exchange Bonds pursuant to the Exchange Offer, in exchange for CARS™ validly offered for exchange and accepted is currently expected to be 20 November 2009 (the "Settlement Date") subject to receipt of the approval from the Reserve Bank of India. The Issuer envisages making a further announcement through the clearing systems no later than 11:59 p.m. (Singapore time) on 23 November 2009 stating, inter alia, that settlement of the Exchange Offer has taken place and the total aggregate principal amount of Exchange Bonds issued by the Issuer pursuant to the Exchange Offer.
Under the terms of the Exchange Offer, the Issuer will (with the prior written consent of the Dealer Managers) have the discretion to extend, re-open, amend and terminate the Exchange Offer (including, without limitation, the postponement of the deadline for receiving the Offer Applications and the Electronic Exchange Confirmations and the Settlement Date).
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Tata Steel