Shriram Transport Finance Company Limited, a limited liability company incorporated in the Republic of India (the “Company“), hereby announces an offer to purchase for cash (the “Tender Offer“), upon the terms and subject to the conditions set forth in the Tender Offer Memorandum dated July 29, 2022 (the “Tender Offer Memorandum“), any and all of the outstanding U.S.$750,000,000 5.950% Senior Secured Notes due 2022 issued by the Company (the “Notes“) under the second amended and restated trust deed dated December 27, 2019, as modified, supplemented and amended from time to time, between the Company and The Hongkong and Shanghai Banking Corporation Limited and Axis Trustee Services Limited (the “Trust Deed“).
Capitalised terms used but not defined herein shall have the meanings given to them in the Tender Offer Memorandum, which is available on the Tender Offer Website
**SUMMARY OF THE TENDER OFFER**
|Description of the Notes||CUSIP / ISIN / Common Code||Outstanding|
|5.950% Senior Secured Notes due 2022||Regulation S: Y7758E EC1 / USY7758EEC13 / 198431877Rule 144A: 825547 AA0 / US825547AA08 / 198431826||U.S.$750,000,000||U.S.$1,000 per U.S.$1,000 in principal amount of Notes|
(1) The Company will also pay accrued and unpaid interest on the Notes purchased pursuant to the Tender Offer up to, but not including, the expected Payment Date pursuant to the Tender Offer.
**DETAILS OF THE TENDER OFFER**
Noteholders must validly tender and not validly withdraw the Notes (or deliver to the Information and Tender Agent a notice of guaranteed delivery) at or prior to the Expiration Time to receive the Consideration. Noteholders who validly tender their Notes may withdraw such Notes at any time prior to the Expiration Time by following the procedures described in the Tender Offer Memorandum. Except for guaranteed delivery tenders according to the guaranteed delivery procedures described in the Tender Offer Memorandum, no tenders will be valid if submitted after the Expiration Time.
The Company is concurrently offering to purchase its outstanding U.S.$475,000,000 4.15% Senior Secured Notes due 2025 (together with the Tender Offer, the “Concurrent Tender Offers”). The Company intends to unwind certain of its hedge transactions in connection with the Concurrent Tender Offers. The mark-to-market valuation of the hedge transactions expected to be unwound in connection with the Concurrent Tender Offers should not be negative (the “Hedge Unwind Condition“). If the Hedge Unwind Condition is not satisfied or waived by the Company in its sole discretion, the Company will not accept any validly tendered Notes pursuant to the Tender Offer.
**PURPOSE OF THE TENDER OFFER**
The purpose of the Tender Offer is to is to optimize the Company’s balance sheet and reduce debt.
**INDICATIVE TIMETABLE FOR THE TENDER OFFER** (all times are New York City time)
Commencement Date – July 29, 2022
Expiration Date and Time – 5:00 p.m. on August 11, 2022
Delivery date for tenders made via Notice of Guaranteed Delivery – 5:00 p.m. on or around August 17, 2022, which is the second business day following the Expiration Date
Payment Date – On or around August 17, which is the second business day following the Expiration Date
Payment Date for Notes tendered via Notice of Guaranteed Delivery – On or around August 19, which is the second business day following the delivery date for tenders made via Notice of Guaranteed Delivery
Barclays (Tel: In Hong Kong: + 852 2903 3266 / In London: +44 20 3134 8515 / U.S. Toll-free: +1 (800) 438-3242 / U.S. Collect: +1 (212) 528-7581 // Email: NJASyndicate@barclays.com / email@example.com)
Deutsche Bank (Tel: +852 2203 8652 // Email: firstname.lastname@example.org)
HSBC (Tel: +852 3941 0223 / +44 207 992 6237 / +1 212 525 5552 // Email: email@example.com)
J.P. Morgan (Email: firstname.lastname@example.org)
Standard Chartered Bank (Tel: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286 // Email: email@example.com)
**THE INFORMATION AND TENDER AGENT**
Morrow Sodali Limited (Email: firstname.lastname@example.org / Tender Offer Website: https://projects.morrowsodali.com/stfc / +852 2319 4130 / +44 20 4513 6933 / +1 203 609 4910)
Questions and requests for assistance in connection with tendering Notes and participating in the Tender Offer and the submission of a tender instruction should be directed to the Information and Tender Agent. Questions and requests for assistance in connection with the Tender Offer should be directed to the Dealer Managers.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AND SHOULD NOT BE CONSTRUED AS AN OFFER OR AN INVITATION TO PARTICIPATE IN THE TENDER OFFER. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER MEMORANDUM, A COPY OF WHICH WILL BE DELIVERED TO THE NOTEHOLDERS, AND WHICH SETS FORTH THE COMPLETE TERMS AND CONDITIONS OF THE TENDER OFFER. NOTEHOLDERS ARE URGED TO READ THE TENDER OFFER MEMORANDUM CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THEIR NOTES.
TENDER OFFER WEBSITE: HTTPS://PROJECTS.MORROWSODALI.COM/STFC
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO, AND TENDERS OF NOTES FOR PURCHASE PURSUANT TO THE TENDER OFFER WILL NOT BE ACCEPTED FROM NOTEHOLDERS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE AN INVITATION TO TENDER TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ITS AFFILIATE IS SUCH A LICENSED BROKER OR DEALER IN SUCH JURISDICTIONS, ANY INVITATION SHALL BE DEEMED TO BE MADE ON BEHALF OF THE OFFER BY THE DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, AND NO INVITATION IS MADE IN ANY SUCH JURISDICTION WHERE THE DEALER MANAGER OR ITS RELEVANT AFFILIATE IS NOT SO LICENSED.
NEITHER THIS COMMUNICATION NOR ANY INFORMATION HEREIN NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT OR INVESTMENT DECISION WHATSOEVER. ANY INVESTMENT DECISION SHOULD BE MADE SOLELY ON THE BASIS OF THE TENDER OFFER MEMORANDUM.
THE TENDER OFFER AND THE TENDERING OF NOTES (NOT BEING SECURITIES LISTED ON A STOCK EXCHANGE IN INDIA) WILL NOT BE REGULATED IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY BACK OF SECURITIES) REGULATIONS, 2018, AS AMENDED. THE TENDER OFFER WILL NOT BE, AND HAS NOT BEEN, OFFERED IN INDIA BY MEANS OF ANY DOCUMENT AND DOES NOT CONSTITUTE AN ADVERTISEMENT, INVITATION, OFFER OR SOLICITATION OF AN OFFER TO BUY BACK ANY NOTES IN VIOLATION OF APPLICABLE INDIAN LAWS. ACCORDINGLY, ANY NOTEHOLDER PARTICIPATING IN THE TENDER OFFER WILL BE DEEMED TO HAVE ACKNOWLEDGED, REPRESENTED AND AGREED THAT IT IS ELIGIBLE TO TENDER ITS NOTES PURSUANT TO APPLICABLE LAWS AND REGULATIONS.