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Annual Option

Tata Capital Financial Services Limited NCD Tranche ll issue to open on August 13,2019

Interest rate of up to 8.85% per annum - For Option IV, 10 years – Annual option

· Ratings - CRISIL AAA / Stable by CRISIL Limited (“CRISIL”) and CARE AAA; Stable by CARE Ratings Limited (“CARE Ratings”)

· Tranche II Issue Size: Rs. 412,600 lakh (out of which Rs. 299,790 lakh Secured & Rs. 112,810 lakh Unsecured Subordinated)

· Interest pay-out on Annual basis for all the options

· Minimum application size Rs. 10,000collectively across all Options ranging from 3 to 10 years

· Allotment on first-come, first-serve basis

Kolkata.Tata Capital Financial Services Limited (the “Company” or the “Issuer”), a Systemically Important Non – Deposit taking Non – Banking Financial Company (“ND – SI – NBFC”) focused on providing a broad suite of financing products customized to cater to the needs of various segments, proposes to open on August 13, 2019, a Public Issue of Secured, Redeemable, Non-Convertible Debentures of Face Value of Rs. 1,000 each (“Secured NCDs”) up to Rs. 299,790 lakh and Unsecured, Subordinated, Redeemable, Non-Convertible Debentures of Face Value of Rs. 1,000 each (“Unsecured NCDs”) up to Rs. 112,810 lakh, aggregating up to Rs. 412,600 lakh (“Tranche II Issue”). The base issue size of Tranche II Issue is Rs. 50,000 lakh, with an option to retain oversubscription upto Rs. 362,600 lakh, aggregating upto Rs. 412,600 lakh (“Residual Shelf Limit”).

The Tranche II Issue is scheduled to close on August 23, 2019 with an option of early closure or extension as decided by the Board of Directors of the Company (“Board”) or the Working Committee of the Board.

Mr. Rajiv Sabharwal, MD and CEO, Tata Capital Limited, said, “Tata Capital Financial Services is well-diversified with assets across Retail, SME & Commercial Finance. It helps us to cater to a wide spectrum of customers. Our strong parentage, triple AAA ratings and commitment to transparency position us well in the industry. We continue to focus on our strategy of Synergy, Simplicity and using digital as a differentiator It allows us to meet the expectations of the ever evolving Indian customer. We look forward to being a significant contributor to the India growth story.”

About Tata Capital Financial Services Limited

Tata Capital Financial Services Limited (“TCFSL”) is a Systemically Important Non – Deposit taking Non – Banking Financial Company (“ND – SI – NBFC”) focused on providing a broad suite of financing products customized to cater the needs of various segments. TCFSLs financing products include:

Commercial and Small and Medium Enterprise Finance Division (“CSFD”): CSFD offers commercial finance to corporates which includes vanilla term loans, working capital term loans, channel finance, bill discounting, construction equipment finance, leasing solutions, lease rental discounting, promoter finance and structured products.

Consumer Finance and Advisory Business (“CFAB”): CFAB offers a wide range of consumer loans such as auto loans (used car loans and two wheeler loans), business loans, loans against property, personal loans, consumer durable loans and loans against securities as well as wealth management.

TCFSL is promoted by and is a wholly owned subsidiary of Tata Capital Limited (“TCL”), which is a diversified financial services company providing services through its subsidiaries to retail, corporate and institutional clients. TCL is the financial services arm of the Tata group, which is a diversified global business group serving a wide range of customers across varied sectors such as steel, motors, power, chemicals, telecommunications and hospitality.

The issue is rated by CRISIL & CARE

The NCDs proposed to be issued under this Tranche II Issue have been rated "CRISIL AAA / Stable" by CRISIL Limited and have been rated "CARE AAA; Stable" by CARE Ratings Limited.

The minimum application amount is Rs. 10,000 (Rupees Ten Thousand only) collectively across all Options and in multiples of One (1) NCD after the minimum application amount across all the Options, of face value of Rs. 1000 each after the minimum application. Allotment is on a first-come-first-serve basis (except on the date of oversubscription, if any, when all the investors applying on the said date will get allotment on a proportionate basis).

Issue Structure:

Option I NCDs (Secured), interest would be paid on an annual basis at 8.35% to Category I and Category II investors and on an annual basis at 8.45% to Category III and Category IV investors. Effective yield per annum for Category I and Category II investors is 8.34% and for Category III and Category IV investors is 8.44%.

Option II NCDs (Secured), interest would be paid on an annual basis at 8.40% to Category I and Category II investors and on an annual basis at 8.50% to Category III and Category IV investors. Effective yield per annum for Category I and Category II investors is 8.39% and for Category III and Category IV investors is 8.49%.

Option III NCDs (Secured), interest would be paid on an annual basis at 8.55% to Category I and Category II investors and on an annual basis at 8.65% to Category III and Category IV investors. Effective yield per annum for Category I and Category II investors is 8.54% and for Category III and Category IV investors is 8.64%.

Option IV NCDs (Unsecured Subordinated), interest would be paid on an annual basis at 8.75% to Category I and Category II investors and on an annual basis at 8.85% to Category III and Category IV investors. Effective yield per annum for Category I and Category II investors is 8.74% and for Category III and Category IV investors is 8.84%.

At least 75% of the net proceeds of the Public Issue of NCDs will be used for the purpose of onward lending, financing, and for repayment /prepayment of interest and principal of existing borrowings of the Company. A maximum of up to 25% will be used for general corporate purposes.

The NCDs offered through this Tranche II Prospectus are proposed to be listed on the BSE Limited and (“BSE”) and the National Stock Exchange of India Limited (“NSE”). BSE shall be the Designated Stock Exchange.

The Lead Managers to the Issue are Edelweiss Financial Services Limited, A. K. Capital Services Limited and Axis Bank Limited.

Category III Investor / High Net-worth Individual Investors ("HNIs")

· Resident Indian Individuals and Hindu Undivided Families through the Karta applying for an amount aggregating to above Rs. 10,00,000 across all options of NCDs in the Tranche II Issue.

Category IV Investor / Retail Individual Investors

· Resident Indian Individuals and Hindu Undivided Families through the Karta applying for an amount aggregating up to and including Rs. 10,00,000 across all options of NCDs in the Tranche II Issue.

Disclaimer:

Tata Capital Financial Services Limited, subject to market conditions and other considerations is proposing a public issue of secured and unsecured rated, listed and redeemable non-convertible debentures (“NCDs”) and has filed the Shelf Prospectus dated August 29, 2018 and the Tranche II Prospectus dated August 02, 2019 (collectively, the “Prospectus”) with the Registrar of Companies, Maharashtra at Mumbai, National Stock Exchange of India Limited, BSE Limited and SEBI. The Prospectus is available on our website at www.tatacapital.com, on the website of the stock exchanges at www.nseindia.com and www.bseindia.com, on the website of the SEBI at www.sebi.gov.in and the respective websites of the lead managers at www.edelweissfin.com, www.akgroup.co.in and www.axisbank.com. Investors proposing to participate in the public issue of the NCDs, should invest only on the basis of the information contained in the Prospectus. Investors should note that investment in NCDs involves a high degree of risk and for details relating to the same, please refer to Prospectus, including the section on “Risk Factors” beginning on page 11 of the Shelf Prospectus and on page 23 of the Tranche II Prospectus.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE should not in anyway be deemed or construed that the Prospectus has been cleared or approved by BSE nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer Clause of the BSE.

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 requirements approved by the Exchange; not 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 Company, its promoters, its management or any scheme or project of this Company.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in anyway 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 the NSE.

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission 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 certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the Disclaimer Clause of NSE.

DISCLAIMER CLAUSE OF CRISIL: A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer or obtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CRISIL rating is not a recommendation to buy, sell, or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. All CRISIL ratings are under surveillance. Ratings are revised as and when circumstances so warrant. CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of this product. CRISIL Ratings rating criteria are available without charge to the public on the CRISIL website, www.crisil.com. For the latest rating information on any instrument of any company rated by CRISIL, please contact Customer Service Helpdesk at 1800-267-1301.

DISCLAIMER CLAUSE OF CARE: CARE's ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. In case of partnerships/proprietary concerns, the rating/outlook assigned by CARE is based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors.

 

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