Download Principal Terms and Conditions of the Issue TERMS AND

Principal Terms and Conditions of the Issue
TERMS AND CONDITIONS IN CONNECTION WITH THE NCDs
Issuer
Lead Managers
Debenture Trustee
Registrar to the Issue
Type and nature of
Instrument
Face Value of NCDs
(` / NCD)
Muthoottu Mini Financiers Limited
SBI Capital Markets Limited and Vivro Financial Services Private Limited
IL&FS Trust Company Limited
Link Intime India Private Limited
Secured Redeemable Non-Convertible Debentures
Issue Price (` / NCD)
Minimum Application
`1,000
In Multiples of
Seniority
Mode of Issue
Minimum
Subscription
Issue
` 1,000
` 5,000 ( across all Options of NCDs)
One NCD after the minimum application
Senior (the claims of the NCD Holders shall be superior to the claims of any unsecured
creditors, subject to applicable statutory and/or regulatory requirements).
The NCDs would constitute secured obligations of ours and shall rank pari passu inter
se, present and future and subject to any obligations under applicable statutory and/or
regulatory requirements, shall also, with regard to the amount invested, be secured by
way of first charge on immovable property located at House of Hirananadani, No.5/63,
Old Mahabalipuram Road, Egattur Village, Opp. Siruseri IT Park, Chennai -600130,
TamilNadu and first charge on current assets, including book debts, loans and advances,
cash and bank balance and receivables, both present and future, of our Company, except
those receivables specifically and exclusively charged in favour of the Existing Lenders,
ranking pari passu with the existing secured debenture holders of our Company and to
be more particularly described in the Debenture Trust Deed.
Public Issue
No minimum subscription
Public Issue by our Company of Secured Redeemable NCDs aggregating up to ` 10,000
lacs with an option to retain over-subscription up to ` 10,000 lacs aggregating to a total of
Stock Exchange
proposed for listing of
the NCDs
Listing and timeline for
Listing
Depositories
Security
Security Cover
Rating
up to ` 20,000 lacs.
BSE Limited (“BSE”) ,The Designated Stock Exchange (“DSE”)
The NCDs shall be listed within 12 Working Days of Issue Closure
NSDL and CDSL
The principal amount of the NCDs to be issued in terms of this Prospectus together with
all interest due on the NCDs, as well as all costs, charges, all fees, remuneration of
Debenture Trustee and expenses payable in respect thereof shall be secured by way of
first charge on immovable property located at House of Hirananadani, No.5/63, Old
Mahabalipuram Road, Egattur Village, Opp. Siruseri IT Park, Chennai -600130, Tamil
Nadu. and first charge on current assets, including book debts, loans and advances, cash
and bank balance and receivables, both present and future, of our Company, except those
receivables specifically and exclusively charged in favour of the Existing Lenders,
ranking pari passu with the existing secured debenture holders of our Company.
Our Company shall maintain a minimum 100 percent security cover on the outstanding
balance of NCDs plus accrued interest thereon.
Rating Instrument Rating
Date of credit Amount
Rating
Agency
Definition
symbol
rating Letter
rated
CARE
Long
Term
Bond
Issue
‘CARE
– BB+’
[CARE
Double B
Plus ]
January 28,
2014
` 20,000 The rating of NCDs
by CARE indicates
lacs
instruments with this
rating are considered
to have moderate risk
of default regarding
timely servicing of
financial obligations
Issue Size
Public Issue by our Company of Secured Redeemable NCDs aggregating up to ` 10,000
lacs with an option to retain over-subscription up to ` 10,000 lacs aggregating to a total of
Pay-in date
Application money
Record Date
Issue Schedule*
Objects of the Issue
Put/Call Option
Details of the utilisation
of the proceeds of the
Issue
Coupon rate and
redemption premium
Working Days
convention/Day count
convention / Effect of
holidays on payment
up to ` 20,000 lacs. Base Issue is for ` 10,000 lacs.
Three (3) Business Days from the date of upload of application in the book building
system of the Exchanges or the date of realisation of the cheques/demand drafts,
whichever is later. Interest on Application Money shall start on the Pay-in date and shall
be payable upto one day prior to the date of Allotment.
The entire Application Amount is payable on submitting the application.
The record date for payment of interest in connection with the NCDs or repayment of
principal in connection therewith shall be 7 days prior to the date on which interest is due
and payable, and/or the date of redemption. Provided that trading in the NCDs shall
remain suspended between the aforementioned Record Date in connection with
redemption of NCDs and the date of redemption or as prescribed by the Stock
Exchanges, as the case may be.
In case Record Date falls on a day when stock exchanges are having a trading holiday,
the immediate subsequent trading day will be deemed as the Record Date.
The Issue shall be open from Wednesday, February 19, 2014 to Wednesday, March 12,
2014 with an option to close earlier and/or extend up to a period as may be determined
by a duly authorised committee of the Board and informed by way of newspaper
publication on or prior to the earlier closer date/ date of closure upto maximum 30 days.
Please refer to the chapter titled “Objects of the Issue” on page 65.
None
Please refer to the chapter titled “Objects of the Issue” on page 65.
Please refer to the chapter titled “Issue Structure – Terms and Conditions in connection
with the NCDs” on page 141.
All days excluding, Sundays and a public holiday in Cochin or at any other payment
centre notified in terms of the Negotiable Instruments Act, 1881, except with reference to
Issue Period where working days shall mean all days, excluding Saturdays, Sundays and
public holidays in India or at any other payment centre notified in terms of the
Negotiable Instruments Act, 1881.
Interest shall be computed on a 365 days a year basis on the principal outstanding on the
NCDs for Options II, IV, VI, VII and VIII which have tenors either on yearly basis or
cumulative basis. However, for Option VI having yearly tenor, if period from the
Deemed Date of Allotment / anniversary date of Allotment till one day prior to the next
anniversary / redemption date includes February 29, interest shall be computed on 366
days a-year basis, on the principal outstanding on the NCDs.
For Options I, III and V, the interest shall be calculated from the first day till the last date
of every month on an actual/ actual basis during the tenor of such NCDs. Consequently,
interest shall be computed on a 365 days a year basis on the principal outstanding on the
NCDs. However, if period from the Deemed Date Of Allotment / anniversary date of
Allotment till one day prior to the next anniversary / redemption date includes February
29, interest shall be computed on 366 days a-year basis, on the principal outstanding on
the NCDs.
Issue Opening Date
If the date of payment of coupon does not fall on a Working Day, then the succeeding
Working Day will be considered as the effective date for such payment of interest (the
“Effective Date”). Coupon will be paid on the Effective Date. For avoidance of doubt, in
case of interest payment on Effective Date, interest for period between actual interest
payment date and the Effective Date will be adjusted in normal course in next interest
payment date cycle. Payment of interest will be subject to the deduction of tax as per
Income Tax Act or any statutory modification or re-enactment thereof for the time being
in force. In case the Maturity Date falls on a holiday, the payment will be made on the
previous Working Day, without any interest for the period outstanding.
Wednesday, February 19, 2014
Issue Closing Date
Default interest date
Interest on Application
Money
Deemed Date of
Allotment
Transaction documents
Affirmative and
Negative covenants
precedent and
subsequent to the Issue
Events of default
Cross Default
Roles and
responsibilities of the
Debenture Trustee
Settlement Mode
Governing law and
jurisdiction
Wednesday, March 12, 2014 with an option to close earlier and/or extend up to a period
as may be determined by a duly authorised committee of the Board and informed by way
of newspaper publication on or prior to the earlier closer date/ date of closure upto
maximum 30 days.
In the event of any default in fulfillment of obligations by our Company under the
Debenture Trust Deed, the Default Interest Rate payable to the Applicant shall be as
prescribed under the Debenture Trust Deed.
Please refer to the chapter titled “Issue Structure - Interest on Application Money” on
page 154.
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 Prospectus read with any notices, corrigenda, addenda thereto, he Debenture
Trusteeship Agreement, the Debenture Trust Deed and other security documents, if
applicable, and various other documents/agreements/ undertakings, entered or to be
entered by the Company with Lead Managers and/or other intermediaries for the purpose
of this Issue including but not limited to the Debenture Trust Deed, the Debenture
Trusteeship Agreement, the Escrow Agreement, the MoU with the Registrar and the
MoU with the Lead Managers. Refer to section titled “Material Contracts and
Documents for Inspection” on page 230.
The covenants precedent and subsequent to the Issue will be finalised upon execution of
the Debenture Trust Deed which shall be executed within three months of closure of the
Issue as per Regulation 15 of SEBI Debt Regulations.
Please refer to the chapter titled “Issue Structure- Events of Default” on page 154.
Please refer to the chapter titled “Issue Structure- Events of Default” on page 154.
Please refer to the chapter titled “Issue Structure- Debenture Trustees for the NCD
holders” on page 153.
Please refer to the chapter titled “Issue Structure- Payment on Redemption” on page
151.
The Issue shall be governed in accordance with the laws of the Republic of India and
shall be subject to the exclusive jurisdiction of the courts of Cochin.
*The subscription list shall remain open at the commencement of banking hours and close at the close of banking hours for
the period as indicated, with an option for early closure or extension by such period, as may be decided by the Board or the
duly authorised committee of the Board constituted by resolution of the Board. In the event of such early closure of or
extension subscription list of the Issue, our Company shall ensure that notice of such early closure or extension is given to
the prospective investors through an advertisement in a leading daily national newspaper on or before such earlier date or
extended date of closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian
Standard Time) or such extended time as may be permitted by the Stock Exchanges, on Working Days during the Issue
Period. On the Issue Closing Date, Application Forms will be accepted only from 10:00 a.m. till 3.00 p.m. (Indian Standard
Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock
Exchanges.
Terms of the NCDs
Tenure
400 days
Options
Frequency of Interest
Payment
Minimum Application
I
II
Monthly Cumulative
24 months
III
Monthly
36 months
IV
V
Cumulative Monthly
VI
Yearly
66
months
VII
VIII
Cumulative Cumulative
5 NCDs (` 5,000) (across all options of NCDs)
1 NCD after the minimum application
In Multiples of
Face Value of NCDs (`
/ NCD)
` 1,000
Issue Price (` / NCD)
Mode of Interest
Payment/Redemption
Coupon (%) per
annum in Category I,
` 1,000
Through Various options available
12.00%
NA
12.25%
NA
12.50%
13.00%
NA
NA
Tenure
Options
II and III
Coupon (%) for
Existing Debenture
Holders, Ex-servicemen
and Senior Citizen
Coupon Type
Redemption Amount
(`/NCD) for NCD
Holders in Category I,
II and III
Redemption Amount
(`/NCD) for Existing
Debenture Holders,
Ex-servicemen and
Senior Citizen
Effective Yield
(per annum) –
Category I, II and III
Effective Yield
(per annum) –
Category I, II and III
for Existing
Debenture Holders,
Ex-servicemen and
Senior Citizen
Put and Call Option
Deemed Date of
Allotment
400 days
24 months
36 months
I
II
III
IV
V
VI
VII
66
months
VIII
12.25%
NA
12.50%
NA
12.75%
13.25%
NA
NA
1,000.00
1,137.78
1,000.00
Fixed
1,265.63 1,000.00
1,000.00
1,462.14
2,000.00
1,000.00
1,140.55
1,000.00
1,271.26
1,000.00
1,000.00
1,471.82
NA
12.68%
12.50%
12.96%
12.50%
13.24%
13.00%
13.50%
13.43%
12.96%
12.75%
13.24%
12.75%
13.52%
13.25%
13.75%
13.43%
Not Applicable
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 the NCDs shall be available to the
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.