Public Issue of secured, rated, listed, redeemable, non-convertible debentures (NCDs) of face value of ₹ 1,000 each
• The Tranche I Issue of NCDs is for a Base Issue Size of ₹ 200 crores with a green shoe option of up to ₹ 800 crores aggregating up to ₹ 1,000 crores, (“Tranche I Issue”) which is within the shelf limit of Rs. 3,000 crores (“Shelf Limit”).
• NCDs are rated as [ICRA] AA (Stable) by ICRA Limited, and CARE AA; Stable by CARE Ratings Limited
• Coupon Rate up to 9.35% p.a #
• Tranche I NCD Issue opens on Thursday, October 19, 2023, and closes on Thursday, November 2, 2023** with an option of early closure or extension
• The NCDs are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (“the Stock Exchanges”). BSE is the Designated Stock Exchange for the Tranche I Issue
• Allotment on First come first serve basis***
# Applicable for Series IV NCDs (for all Categories) with the tenor of 10 years, interest payable annually. For further details please refer to chapter titled ‘Issue Structure' on page 77 of the Tranche I Prospectus dated October 16, 2023 (“Tranche I Prospectus”).
** The Tranche I Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period indicated in the Tranche I Prospectus. The Company may, in consultation with the Lead Managers consider closing the Tranche I Issue on such earlier date or extended date (subject to a minimum period of three Working Days and a maximum period of ten Working Days from the date of opening of the Tranche I Issue and subject to not exceeding thirty days from filing the Tranche I Prospectus with ROC including any extensions) as may be decided by the Administrative Committee subject to compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the Tranche I Issue, the Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in all the newspapers in which pre-issue advertisement for opening of the Tranche I Issue has been given on or before such earlier or initial date of Tranche I Issue closure. Application Forms for the Tranche I Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by the Stock Exchanges, on Working Days during the Tranche I Issue Period . On the Tranche I Issue Closing Date, the Application Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5.00 p.m. (Indian Standard Time) on one Working Day after the Tranche I Issue Closing Date. For further details please refer to the chapter titled “Issue Related Information” on page 77 of the Tranche I Prospectus.
*** Basis of Allotment: Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come first serve basis, based on the date of upload of each Application in to the electronic book with Stock Exchanges, in each Portion subject to the Allocation Ratio. However, from the date of oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis. The date of oversubscription will be determined as per the bucket size based on the allocation ratio stated in the Tranche I Prospectus not taking into account any spill overs due to under subscription in other categories. For further details, refer section titled “Issue Procedure” on page 100 of the Tranche I Prospectus.
Mumbai, October 18, 2023: Piramal Enterprises Limited, is a non-deposit taking, RBI registered systemically important NBFC, engaged in providing wholesale and retail lending, has filed Tranche I prospectus dated October 16, 2023 to be read with the Shelf Prospectus dated October 16, 2023 (“Shelf Prospectus” together with the Tranche I Prospectus referred as the “Prospectus”) for public issue of secured, rated, listed, redeemable, non-convertible debentures of the face value of ₹ 1,000 each. The base issue size is Rs. 200 crores with a green shoe option of up to Rs. 800 crores, aggregating up to ₹ 1,000 crores (“Tranche I Issue”), which is within the shelf limit of ₹ 3,000 crores (“Issue”).
The Tranche I Issue opens on Thursday, October 19, 2023, and closes on Thursday, November 2, 2023 with an option of early closure or extension in compliance with Securities and Exchange Board of India Issue and listing of (Non-Convertible Securities) Regulations 2021, as amended (“SEBI NCS Regulations”). The NCDs are proposed to be listed on BSE and NSE, with BSE being the Designated Stock Exchange for the Issue. The NCDs have been rated [ICRA] AA (Stable by ICRA Limited and CARE AA; Stable by CARE Ratings Limited.
The minimum application size is ₹ 10,000 (i.e. 10 NCDs) and thereafter in multiples of ₹ 1,000 (i.e. 1 NCD) thereof. The issue has maturity / tenure options of 2 years, 3 years, 5 years and 10 years for NCDs with annual coupon payment being offered across series I, II, III, and IV respectively. Effective yield for NCD holders in various categories ranges from 9.00% to 9.34% per annum.
Out of the net proceeds of the Tranche I Issue, at least 75% shall be utilised for the purpose of onward lending, financing and for repayment / prepayment of interest and principal of existing borrowings of the Company and a maximum up to 25% will be utilised for general corporate purposes.
The terms of each series of Secured NCDs, offered under Tranche I Issue are set out below:
Series I II* III IV
Frequency of Interest Payment Annual Annual Annual Annual
Minimum Application ₹ 10,000 (10 NCDs) across all series
In multiples of thereafter ₹ 1,000 (1 NCD)
Face Value/ Issue Price of NCDs (₹/ NCD) ₹ 1,000
Tenor 2 years 3 years 5 years 10 years
Coupon (% per annum) for NCD Holders in all category of NCD Holders 9.00% 9.05% 9.20% 9.35%
Effective Yield (% per annum) for NCD Holders in all category of NCD Holders 9.00% 9.05% 9.19% 9.34%
Mode of Interest Payment Through various modes available
Amount (₹ / NCD) on maturity for NCD Holders in all Category of NCD Holders ₹ 1,000 ₹ 1,000 ₹ 1,000 ₹ 1,000
Maturity / Redemption Date (from the Deemed Date of Allotment) 2 years 3 years 5 years 10 years
Put and Call Option Not Applicable
* The Company shall allocate and allot Series II NCDs wherein the Applicants have not indicated the choice of the relevant NCD Series.
A. K. Capital Services Limited, JM Financial Limited, Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited), and Trust Investment Advisors Private Limited are the lead managers to the Issue (“Lead Managers”). IDBI Trusteeship Services Limited is the Debenture Trustee to the Issue and Link Intime India Private Limited is the Registrar to the Issue.
About Piramal Enterprises Limited: Piramal Enterprises Limited is the flagship company of the Piramal Group, one of the leading conglomerates in India. The Company is a non-deposit taking, RBI registered systemically important NBFC, engaged in providing wholesale and retail lending. Its retail lending business is primarily conducted through its wholly owned subsidiary, Piramal Capital and Housing Finance Company Limited (“PCHFL”), a housing finance company registered with the National Housing Bank (“NHB”).
With an aim to segregate the businesses of the Piramal Group, the Company entered into a scheme of arrangement pursuant to which the pharma business was demerged from PEL and transferred under a separate listed entity – Piramal Pharma Limited (PPL). Further, PHL Fininvest Private Limited (PFPL), a wholly-owned subsidiary of PEL, was merged into PEL w.e.f. August 12, 2022.
PEL received the registration as a Non-Banking Financial Institution - Systemically Important Non-Deposit taking from RBI on July 26, 2022. Under the applicable RBI guidelines, PEL is identified as a Non-Banking Finance Company - Middle Layer (“NBFC-ML”), and its Subsidiary, PCHFL is identified as a Non-Banking Finance Company - Upper Layer “NBFC-UL”).
PEL presently provides (i) wholesale funding solutions to real estate developers, corporates and SMEs across sectors; and (ii) retail funding opportunities including housing finance, loan against property, secured small and medium enterprises (“MSMEs”) loans, other secured loans and unsecured loans (including microfinance loans) to individuals and MSMEs. In addition to wholesale and retail lending business, PEL also have a fund management business which provides customised funding solutions through Piramal Credit Fund. As of June 30, 2023, PEL has 424 conventional branches, including 136 microfinance branches across 25 states and union territories across India.
Capitalised terms not defined herein shall have the same meaning as assigned to such terms in the Prospectus.
DISCLAIMER: Piramal Enterprises Limited (“Company”), subject to market conditions and other considerations is proposing a public issue of secured, rated, listed, redeemable non-convertible debentures of face value of ₹ 1,000 each (“NCDs”) and has filed the Shelf Prospectus dated October 16, 2023, (the “Shelf Prospectus”) and Tranche I Prospectus dated October 16, 2023 ("Tranche I Prospectus", and together with Shelf Prospectus, "Prospectus") with the Registrar of Companies, Maharashtra at Mumbai, BSE, NSE and Securities and Exchange Board of India (“SEBI”). The Prospectus is available on the Company’s website at www.piramal.com; on the BSE’s website at www.bseindia.com, on NSE website at www.nseindia.com, on the website of SEBI at www.sebi.gov.in and the respective websites of the lead managers at www.jmfl.com, www.akgroup.co.in, www.nuvama.com, and www.trustgroup.in. Investors proposing to participate in the Tranche I Issue, should invest only on the basis of the information contained in the Prospectus. Investors should note that investment in the public issue of NCDs involves a high degree of risk and for details relating to the same, please refer to Tranche I Prospectus and the section on “Risk Factors” beginning on page 21 of the Shelf Prospectus and “Material Developments” beginning on 53 of the Tranche I Prospectus. The Issuer and the Lead Managers accept no responsibility for statements made otherwise than in the Prospectus or in the advertisement or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk.
DISCLAIMER CLAUSE OF BSE:
It is to be distinctly understood that the permission given by BSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Prospectus for the full text of the “Disclaimer Clause of the BSE Limited”.
DISCLAIMER CLAUSE OF NSE
It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer Clause of NSE.”
DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the BSE to use their network and software of the Online system should not in any way be deemed or construed as compliance with various statutory requirement approved by the Exchange; nor does it any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of this Company. It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process.
DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is distinctly understood by the Issuer that the permission given by NSE to use their Infrastructure should not in any way be deemed or construed as that the compliance with various statutory and other requirements by Piramal Enterprises Limited, LMs, etc. are cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer. It is also distinctly understood that the approval given by NSE should not in any way be deemed or construed that the prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the prospectus; nor does it warrant that the securities will be listed or will continue to be listed on the Exchange.
Disclaimer clause of CARE Ratings Limited: The ratings issued by CARE Ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse, or recall the concerned bank facilities or to buy, sell, or hold any security. These ratings do not convey suitability or price for the investor. The agency does not constitute an audit on the rated entity. CARE ratings has based its ratings/outlook based on information obtained from reliable and credible sources. CARE ratings does not, however, guarantee the accuracy, adequacy, or completeness of any information and is not responsible for any errors or omissions and the results obtained from the use of such information
CARE Ratings Limited in its consent letter dated August 28, 2023 has stated the following: “We or our affiliates have no fiduciary relationship with the Company, and do not fall under Section 2(38) of the Companies Act, 2013. In issuing and maintaining its ratings, CARE relies on factual information it receives from issuers and underwriters and from other sources CARE believes to be credible. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. CARE is not your advisor, nor is CARE providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find CARE ratings to be important information, and CARE notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors.”
Disclaimer clause of ICRA Limited: All information contained in the Press Release has been obtained by ICRA from sources believed by ICRA to be accurate and reliable. Although reasonable care has been taken to ensure that the information therein is true, such information is provided ‘as is’ without any warranty of any kind, and in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information contained therein must be construed solely as statements of opinion and not any recommendation for investment. ICRA shall not be liable for any losses incurred by users from any use of the Press Release or its contents. Also, ICRA may provide other permissible services to the Company at arms-length basis.
For more information, please contact:
Piramal Enterprises Limited
For Media Queries:
Rajiv Banerjee
Group Head - Corporate Communications
rajiv.banerjee@piramal.com
For Investors:
Ravi Singh
Head - Investor Relations
singh.ravi@piramal.com
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