HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED Housing Development Finance Corporation Limited (HDFC) launched the first-ever issue of Warrants simultaneously with the issue of Non-Convertible Debentures to domestic Qualified Institutional Buyers (QIBs), on a Qualified Institutions Placement (QIP) basis in accordance with Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ('SEBI Regulations'), Sections 42 and 71 of the Companies Act, 2013 and the rules made there under ('Issue'). The Issue has been subscribed. The Warrants and NCDs have been priced as under:
3,65,00,000 Warrants at an issue price of Rs. 14 per Warrant, with a right exercisable by the Warrant holder to exchange each Warrant for one equity share of face value of Rs. 2 each of the Corporation any time before the expiry of a period of three years from the date of its allotment i.e. October 5, 2015 at an Exercise Price of Rs. 1,475 per equity share. The amount of Rs. 14 received towards each Warrant is neither adjustable with the Warrant Exercise Price nor refundable by the Corporation.
Consequently, if a Warrant holder exercises the option to purchase the shares of the Corporation, the total amount paid per share would be Rs. 1,489, which translates into a premium of 25.16% over the SEBI floor price of Rs. 1,189.66 as on September 30, 2015. On exercise of the Warrants for conversion into shares in the next three years, the additional amount to be received by the corporation by way of capital and share premium would be Rs. 5,383.75 crore. The maximum dilution that could take place in future, if all the Warrants are exchanged for equity shares of the Corporation at the Warrant Exercise Price would be up to 2.2% of the enhanced equity share capital of the Corporation.
5,000 Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,00,000 each due in March 2017 with a coupon of 1.43% per annum payable annually for cash aggregating to Rs. 5,000 crore.
The Corporation has received Rs. 5,051.10 crore towards the NCDs and upfront Warrant payment. An additional amount of Rs. 5,383.75 crore will be received, assuming conversion of all the Warrants into equity shares in the next 36 months, thereby taking the possible issue size to be Rs. 10,434.85 crore.
The NCDs and Warrants have been issued only to domestic QIBs. The Warrants and the NCDs have been listed on the BSE Limited and National Stock Exchange of India Limited.
The Global Co-ordinators and Book Running Lead Managers (BRLM) for the Warrants and NCDs were Kotak Mahindra Capital Company Limited, Axis Bank Limited, Axis Capital Limited, Citigroup Global Markets India Private Limited, HDFC Bank Limited, ICICI Bank Limited, ICICI Securities Limited, IDFC Securities Limited, IndusInd Bank Limited and JM Financial Institutional Securities Limited.
October 6, 2015
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