NHAI Tax-Free Bonds - Dec 2011 : Key Information

 

The size of the issue is aggregating up to Rs. 5,00,000 Lacs with an option to retain over-subscription upto the Shelf Limit (i.e. upto Rs 10,00,000 Lacs). Nature of Indebtedness : Series I : The Bonds shall rank pari passu inter se, 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 pari passu charge on the immovable properties situated at Ahmedabad and first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2011), being highway project comprising of all superstructure including highway lightings, road barriers and dividers, bridges, culverts and all other super structures constructured on national highways except those under the Surat-Manor Tollway Project entrusted to NHAI to the extent of 100% of the amounts outstanding in respect of the Bonds at any time. The mode of creation of security shall be by way of mortgage and the security creation requires prior approval and authorization by the Central Government as owner of the land. The NOC for the same has been received from the Central Government. The claims of the Bond holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of NHAI. Series II : The Bonds shall rank pari passu inter se, 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 pari passu charge on the immovable properties situated at Ahmedabad and exclusive first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2011), being highway project comprising of all superstructure including highway lightings, road barriers and dividers, bridges, culverts and all other super structures constructured on national highways except those under the Surat-Manor Tollway Project entrusted to NHAI to the extent of 100% of the amounts outstanding in respect of the Bonds at any time. The mode of creation of security shall be by way of mortgage and the security creation requires prior approval and authorization by the Central Government as owner of the land. The NOC for the same has been received from the Central Government. The claims of the Bond holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of NHAI. The NCDs will be issued in Demat mode only. "CRISIL AAA/Stable" by CRISIL, "CARE AAA" by CARE and "Fitch AAA(ind) with Stable Outlook" by FITCH Opening date of the issue: December 28, 2011. Closing date of the Issue: January 11, 2011 (with discretion to close early or extension by such period upto a maximum period of 30 days from the date of opening of the Issue, as may be decided by the Board of NHAI subject to necessary approvals). Multiple Applications: An applicant is allowed to make one or more applications for the NCDs for the same or other series of NCDs, subject to a minimum application size of Rs. 50,000 and in multiples of Rs 1,000 thereafter, for each application. NRI customers on repatriation as well as non-repatriation basis are eligible to apply for the issue. Proposed to be listed on NSE and BSE. Eligible Investors: Category I Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the Bonds. Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds. Insurance companies registered with the IRDA. National Investment Fund. Mutual Funds. Foreign Institutional Investors (including sub-accounts). Companies (corporate and societies) registered under the applicable laws in India and authorised to invest in the Bonds. Public/private charitable/religious trusts which are authorised to invest in the Bonds. Scientific and/or industrial research organisations, which are authorised to invest in the Bonds. Partnership firms in the name of the partners. Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) Category II The following investors applying for an amount aggregating to above Rs 5 lakhs across all Series in each tranche: Resident Indian individuals. Hindu Undivided Families through the Karta. Non Resident Indians on repatriation as well as non-repatriation basis. Category III The following investors applying for an amount aggregating to upto and including above Rs 5 lakhs across all Series in each tranche: Resident Indian individuals. Hindu Undivided Families through the Karta. Non Resident Indians on repatriation as well as non-repatriation basis. Allocations will be on a First Come First Serve Basis, as follows: 40% - Applicants belonging to Category I 30% - applicants belonging to Category II 30% - Applicants belonging to Category III Under Subscription : If there is any under subscription in any Portion, priority in allotments will be given in the following order: Category III Portion Category II Portion Category I Portion Allotments in case of oversubscription: In case of an oversubscription in Category I Potion and Category II Portion, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the date of oversubscription (based on the date of submission of each application to the Bankers to the Issue, in each Portion). In case of oversubscription in Category III Portion, all valid applications received during the Issue Period, shall be treated at par and considered for allotment on a proportionate basis. Proportionate Allotments : For Category III Portion, all valid applications received during the Issue Period shall be considerd for allotment on a proportionate basis. For each PortionCategory I and II Portion, on the date of oversubscription, allotment shall be made on a proportionate basis. The method of proportionate allotment is as described below: Allotments to the applicants shall be made in proportion to their respective application size, rounded off to the nearest integer, If the process of rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the highest decimal point would be given preference, In the event, there are more than one applicant whose entitlement remain equal after the manner of distribution referred to above, NHAI will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. The specific terms of each instrument are as follows: Options Tranche I Series I Tranche I Series II Frequency of Interest Payment Annual Annual Tenor 10 Years 15 Years Face Value of NCD(Rs / NCD) Rs 1000/- Minimum Application 50 Bonds i.e. Rs. 50,000 In multiples of 1 Bond i.e. Rs. 1,000 Coupon Rate 8.20% p.a. 8.30% p.a. Redemption Date At par at the end of 10th Year from the Deemed Date of Allotment At par at the end of 15th Year from the Deemed Date of Allotment Redemption amount per Bond Repayment of the Face Value of Bonds plus any interest that may have accrued at the Redemption Date Deemed Date of Allotment The Deemed Date of Allotment shall be the date as may be determined by the Board or Committee and notified to the BSE and NSE. All benefits under the Bonds including payment of interest will accrue to the Bondholders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.