NOTICE TO NOTEHOLDERS

Housing Development Fin. Corp. Ltd.

30 June 2023

 

NOTICE TO NOTEHOLDERS

to each of the holders of the:

Housing Development Finance Corporation Limited ("HDFC Limited")

INR 5,000,000,000 8.750 per cent. notes due 2023 issued by HDFC Limited under its U.S.$2,800,000,000 Medium Term Note Programme ("the Notes")

(ISIN: XS1914315293, Common Code: 191431529)

NOTICE IS HEREBY GIVEN to the holders of the Notes (the "Noteholders" and each a "Noteholder") of the composite scheme of amalgamation (the "Scheme") for the amalgamation of (i) HDFC Investments Limited and HDFC Holdings Limited, wholly owned subsidiaries of  HDFC Limited (the "Original Issuer") with and into the Original Issuer; and (ii) the Original Issuer with and into HDFC Bank Limited (the "Successor Issuer" or "HDFC Bank"), pursuant to Sections 230 - 232, and other relevant provisions of the Companies Act, 2013 in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act, 1961 and other applicable laws including the rules and regulations framed thereunder subject to receipt of requisite regulatory approvals, such that, on the Merger Effective Date, all the assets and liabilities of the Original Issuer will be amalgamated into the Successor Issuer (the "Merger").

The tentative effective date of the Merger is expected to be 1 July 2023 (the "Merger Effective Date"), subject to completion of certain formalities. Once the board of directors of HDFC Limited and HDFC Bank decide on the Effective Date of the Scheme, the same would be intimated.

Capitalised terms used but not defined in this notice shall have the meaning given to them in the amended and restated trust deed dated 27 February 2018 made between the Original Issuer and the Trustee (the "Trust Deed").

On and from the Merger Effective Date, the Successor Issuer will, subject to the terms of the Scheme and the applicable laws in India, unconditionally and irrevocably assume all obligations of the Original Issuer in its role as issuer and principal debtor under the Notes, the Agency Agreement and the Trust Deed in accordance with condition 4.2 of the Notes.

The Trustee and the Successor Issuer will enter into a supplemental trust deed dated the Merger Effective Date  to reflect the Merger.

This Notice is given by:

Housing Development Finance Corporation Limited Ramon House H.T. Parekh Marg, 169 Backbay Reclamation, Churchgate, Mumbai 400 020, India
30 June 2023

 

END