Srei Equipment Finance Masala Bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Srei Equipment Finance Ltd. (“SEFL”) has mandated ING as the Lead Placing Agent to raise up to USD 50mn equivalent in INR-denominated, USD-settled (Masala) of guaranteed secured bonds of medium to long term tenor, which would be unconditionally and irrevocably guaranteed by GuarantCo (which is rated A1 by Moody’s and AA- by Fitch). The target market for such offering is eligible counterparties and professional clients only. Any offering is subject to completion of due diligence and market conditions.

About The Issuer
Srei Equipment Finance Limited (“Company”), a wholly-owned subsidiary of Srei Infrastructure Finance Limited (“Srei”), is a non-banking finance company and is classified as an ‘Asset Finance Company – Non-Deposit Taking’ under Section 45IA of the Reserve Bank of India Act, 1934. It is one of the
leading financier in the construction, mining and allied equipment sector in India. The Company enjoys a pan-India presence with 90 branches as at March 31, 2019. The Company has an experienced management team with significant expertise in the financial services sector.

About The Guarantor
GuarantCo is sponsored by the governments of the United Kingdom, Australia, Sweden and Switzerland through the Private Infrastructure Development Group (“PIDG”) and the government of the Netherlands through FMO, the Dutch development agency, and the PIDG trust. GuarantCo was incorporated as a Mauritian company in 2005. GuarantCo was first rated in 2014 and since then has been consistently rated AA- by Fitch and A1 by Moody’s.

This document (and the information contained herein) does not constitute or form any part of any offer to purchase, a solicitation of an offer to purchase, an offer to sell or an invitation or solicitation of an offer to sell, issue or subscribe for, securities in or into the United States, Australia, Canada, India or Japan or any other jurisdiction. No securities mentioned herein have been, or will be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws or other jurisdiction of the United States and no such securities may be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and any applicable state or local securities laws of the United States. No public offering of the securities will be made in the United States.

There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. Any offering of securities will be made by means of one or more offering documents, which will contain detailed information about the Company, GuarantCo and their management and financial statements. No action has been taken in any jurisdiction that would permit a public offering of the securities to occur in any jurisdiction. Failure to comply with the above restrictions may result in a violation of U.S. securities laws or applicable laws of other jurisdictions.

Each bondholder shall be deemed to confirm that if they purchase any securities and while they hold any securities, they reside in a FATF compliant jurisdiction or a jurisdiction which is a member of a FATF-style regional body or whose securities market regulator is a signatory to the International Organisation of Securities Commission’s Multilateral Memorandum of Understanding or a signatory to a bilateral Memorandum of Understanding with the Securities and Exchange Board of India for information sharing arrangements, in accordance with the extant regulations of the Reserve Bank of India in relation to external commercial borrowings. Each noteholder shall also be deemed to confirm that it: (a) shall not be a resident of a country identified in the public statement of the FATF as: (i) a jurisdiction having strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or (ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the FATF to address the deficiencies. Foreign branches / subsidiaries of Indian banks are not permitted to purchase/ subscribe the securities however they can participate as arrangers/underwriters/market-makers/traders for the securities to be issued overseas subject to applicable prudential norms.


This communication should not be considered as an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for or purchase any securities, whether by way of private placement or to the public in India nor shall it or any part of it form basis of or relied on in connection with any contract, commitment or any investment decision in relation thereto in India. The securities, referred to above, will not be offered or sold, and have not been offered or sold in India by means of any offering document or other document or material relating to the securities, directly or indirectly, to any person or to the public in India. This communication or any offering memorandum or prospectus (or equivalent disclosure document) produced in connection with the offering of securities is not an offer document or an offering circular or a “private placement offer cum application letter” or a “prospectus” under the Indian Companies Act, 2013, as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended or any other applicable law in India. This announcement has not been and will not be registered as a “prospectus” or a statement in lieu of prospectus in respect of a public offer, information memorandum or “private placement offer cum application letter” or any other offering material with any Registrar of Companies or the Securities and Exchange Board of India or any other statutory or regulatory body of like nature in India, save and except for any information relating to the securities which is mandatorily required to be disclosed or filed in India under any applicable Indian laws, including, but not limited to, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, and under the listing agreement with any Indian stock exchange pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or pursuant to the sanction of any regulatory and adjudicatory body in India and no such document will be circulated or distributed to any person in India.

This communication does not constitute an offer of securities to the public in the United Kingdom and is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and (c) high net worth entities, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

Statements contained herein may constitute “forward-looking statements”. These statements include all matters that are not historical fact and generally, but not always, may be identified by the use of words such as “believes,” “expects,” “are expected to,” “anticipates,” “intends,” “estimates,” “should,” “will,” “will continue,” “may,” “is likely to,” “plans” or similar expressions, including variations and the negatives thereof or comparable terminology. Forward-looking statements are not guarantees of future performance, involve a number of known and unknown risks, uncertainties and other factors and the Company’s actual results of operations, financial condition and the development of the industry in which it operates may differ significantly from those made in or suggested by the forward-looking statements contained herein. In addition, even if the Company’s results of operations and financial condition and the development of the industry in which it operates are consistent with the forward-looking statements contained herein, those results or developments may not be indicative of results or developments in subsequent periods. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agencies. The significance of each rating should be analysed independently from any other rating.
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