TIDM99WX
RNS Number : 0608D
Indian Railway Finance Corporation
14 February 2020
14 February 2020
INDIAN RAILWAY FINANCE CORPORATION LIMITED
(incorporated with limited liability in India)
admission PARTICULARS
Indian Railway Finance Corporation Limited (the "Issuer") has
prepared an offering circular dated 20 January 2020 (the "Offering
Circular") in connection with its U.S.$2,000,000,000 Global Medium
Term Note Programme (the "Programme"). Under the Programme, on 13
February 2020, the Issuer issued U.S.$700,000,000 3.249% Senior
Notes due 2030 (the "2030 Notes") and U.S.$300,000,000 3.950%
Senior Notes due 2050 (the "2050 Notes" and, together with the 2030
Notes, the "Notes"). The designated clearing system for the Notes
is the Depository Trust Company.
This documents consists of (i) this cover page, (ii) the
attached pricing supplement dated 6 February 2020 in relation to
the 2030 Notes (the "2030 Notes Pricing Supplement"), (iii) the
attached pricing supplement dated 6 February 2020 in relation to
the 2050 Notes (the "2050 Notes Pricing Supplement" and, together
with the 2030 Notes Pricing Supplement, the "Pricing Supplements")
and (iv) the Offering Circular (collectively, these "Admission
Particulars").
The Offering Circular has been published on the regulatory news
service maintained by the London Stock Exchange
(www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and is hereby deemed to be incorporated in, and to form part of,
these Admission Particulars. The documents listed under "General
Inforamtion-Documents" in the Offering Circular may be obtained by
contacting the Issuer at gme@irfc.nic.in.
Application has been made to the London Stock Exchange for the
Notes to be admitted to London Stock Exchange's International
Securities Market (the "ISM"). The ISM is not a regulated market
for the purposes of Directive 2004/39/EC.
The ISM is a market designated for professional investors.
Securities admitted to trading on the ISM are not admitted to the
Official List of the UK Listing Authority. The London Stock
Exchange has not approved or verified the contents of these
Admission Particulars.
Responsibility Statement: The Issuer accepts responsibility for
the information contained in these Admission Particulars. Having
taken all reasonable care to ensure that such is the case, the
information contained in these Admission Particulars is, to the
best of the Issuer's knowledge, in accordance with the facts and
contains no omission likely to affect its import.
No Significant Change Statement: There has been no significant
change in the financial or trading position of the Issuer since the
date of the most recently published year end figures for the period
ended 30 September 2019.
YOU ARE ENCOURAGED TO READ THESE ADMISSION PARTICULARS IN FULL,
INCLUDING THE OFFERING CIRCULAR AND THE PRICING SUPPLEMENTS.
Pricing Supplement
Pricing Supplement dated 6 February 2020
INDIAN RAILWAY FINANCE CORPORATION LIMITED
Legal entity identifier (LEI): 335800F2JHSOGXQEBY56
Issue of U.S.$700,000,000 3.249 per cent . Fixed Rate Notes due
2030
under the U.S.$2,000,000,000 Global Medium Term Note
Programme
This document constitutes the Pricing Supplement relating to the
issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Offering Circular dated
20 January 2020. This Pricing Supplement contains the final terms
of the Notes and must be read in conjunction with such Offering
Circular. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of the Offering
Circular and this Pricing Supplement.
Notification under Section 309B(1)(c) of the SFA - In connection
with Section 309B of the Securities and Futures Act (Chapter 289)
of Singapore (the "SFA") and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018") , the Issuer has determined, and hereby notifies
all relevant persons (as defined in Section 309A(1) of the SFA),
that the Notes are prescribed capital markets products (as defined
in the CMP Regulations 2018) and are Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products.)
1 Issuer: Indian Railway Finance Corporation Limited
2 (a) Series Number: 02
(b) Tranche Number: 01
3 Specified Currency or Currencies: U.S. Dollars
4 Aggregate Nominal Amount:
(a) Series: U.S.$700,000,000
(b) Tranche: U.S.$700,000,000
5 Issue Price: 100 per cent. of the Aggregate Nominal Amount
6 (a) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof
(b) Calculation Amount: U.S.$1,000
7 (a) Issue Date: 13 February 2020
(b) Interest Commencement Date: Issue Date
8 Maturity Date: 13 February 2030
9 Interest Basis: 3.249 per cent. Fixed Rate
(further particulars specified below)
10 Redemption/Payment Basis: Redemption at par
11 Change of Interest Basis or Redemption/Payment Basis: Not Applicable
12 Put/Call Options: Change of Control Put
13 (a) Status of the Notes: Senior
(b) Date of Board approval for issuance of Notes 26 July 2019
obtained:
(c) Date of regulatory approval for issuance of Notes 22 November 2019
obtained:
14 Listing: Singapore Exchange Securities Trading Limited, India
International Exchange (IFSC) Limited
and International Securities Market of the London Stock
Exchange
15 Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions Applicable
(a) Rate(s) of Interest: 3.249 per cent. per annum payable semi-annually in
arrear
(b) Interest Payment Date(s): 13 February and 13 August in each year, commencing on 13
August 2020
(c) Fixed Coupon Amount(s): U.S.$16.245 per Calculation Amount
(d) Broken Amount(s): Not Applicable
(e) Day Count Fraction: 30/360
(f) Determination Date(s): Not Applicable
(g) Other terms relating to the method of calculating Not Applicable
interest for Fixed Rate Notes:
17 Floating Rate Note Provisions Not Applicable
18 Zero Coupon Note Provisions Not Applicable
19 Index Linked Interest Note Provisions Not Applicable
20 Dual Currency Interest Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
21 Call Option Not Applicable
22 Put Option Not Applicable
23 Change of Control Put Option: Applicable
24 Final Redemption Amount of each Note: U.S.$1,000 per Calculation Amount
25 Early Redemption Amount(s) per Calculation Amount U.S.$1,000 per Calculation Amount
payable on redemption for taxation reasons
or on event of default and/or the method of calculating
the same (if required or if different
from that set out in Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26 Form of Notes: Registered Notes:
Unrestricted Global Certificate (nominal amount to be
confirmed) registered in the name of
a nominee for DTC
Restricted Global Certificate (nominal amount to be
confirmed) registered in the name of a
nominee for DTC
27 Financial Centre(s) or other special provisions relating New York, London and Mumbai
to Payment Days:
28 Talons for future Coupons or Receipts to be attached to No
Definitive Notes (and dates on which
such Talons mature):
29 Details relating to Partly Paid Notes: amount of each Not Applicable
payment comprising the Issue Price and
date on which each payment is to be made and
consequences (if any) of failure to pay, including
any right of the Issuer to forfeit the Notes and
interest due on late payment:
30 Details relating to Instalment Notes:
(a) Instalment Amount(s): Not Applicable
(b) Instalment Date(s): Not Applicable
31 Redenomination, renominalisation and reconventioning Not Applicable
provisions:
32 Consolidation provision Not Applicable
33 Other terms or special conditions: Not Applicable
DISTRIBUTION
34 (a) If syndicated, names of Managers: Axis Bank Limited
Barclays Bank PLC
BNP Paribas
MUFG Securities Americas Inc.
Standard Chartered Bank
(b) Stabilising Manager(s) (if any): MUFG Securities Americas Inc.
35 If non-syndicated, name of relevant Dealer: Not Applicable
36 U.S. Selling Restrictions: Reg. S Compliance Category 1 / Rule 144A; TEFRA not
applicable
37 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
38 Any clearing system(s) other than DTC, Euroclear and Not Applicable
Clearstream, Luxembourg and the relevant
identification number(s):
39 Delivery: Delivery against payment
40 Additional Paying Agent(s) (if any): Not Applicable
41 ISIN: Regulation S Notes: US45434M2A91
Rule 144A Notes: US45434L2A10
42 CUSIP: Regulation S Notes: 45434M2A9
Rule 144A Notes: 45434L2A1
43 Rating: The Notes are expected to be rated Baa2 by Moody's
Investors Service, Inc., BBB- by Standard
& Poor's Ratings Services and BBB- by Fitch Ratings
GENERAL INFORMATION
44 The aggregate principal amount of Notes in the Currency Not Applicable
issued has been translated into U.S.
dollars at the rate of [--], producing a sum of:
45 Prohibition of Sales to EEA and UK Retail Investors: Not Applicable
Purpose of Pricing Supplement
This Pricing Supplement comprises the final terms required for
issue and admission to trading on the Singapore Exchange Securities
Trading Limited, India International Exchange (IFSC) Limited and
International Securities Market of the London Stock Exchange of the
Notes described herein pursuant to the U.S.$2,000,000,000 Global
Medium Term Note Programme of Indian Railway Finance Corporation
Limited.
Responsibility
The Issuer accepts responsibility for the information contained
in this Pricing Supplement.
Signed on behalf of Indian Railway Finance Corporation
Limited:
By: _______________________
Duly authorised
Annex to the Pricing Supplement
The Offering Circular is hereby supplemented with the following
information, which shall be deemed to be incorporated in, and to
form part of, the Offering Circular.
The following paragraph shall inserted under the section
entitled "Taxation - Indian Taxation" of the Offering Circular:
"Under the Finance Bill, 2020 ("Finance Bill") as part of the
Union Budget 2020-21, it is proposed that Section 194LC of Income
Tax Act will be amended to extend the withholding tax rate of 5 per
cent. on the interest payments against borrowing by way of issue of
long-term bonds including infrastructure bonds and issue of Rupee
denominated bonds from July 1, 2020 to July 1, 2023 (and which will
include Notes). As at the date hereof, the Finance Bill has not
received approval of the Indian Parliament). When approved, these
changes will take effect from April 1, 2020."
Pricing Supplement
Pricing Supplement dated 6 February 2020
INDIAN RAILWAY FINANCE CORPORATION LIMITED
Legal entity identifier (LEI): 335800F2JHSOGXQEBY56
Issue of U.S.$300,000,000 3.950 per cent. Fixed Rate Notes due
2050
under the U.S.$2,000,000,000 Global Medium Term Note
Programme
This document constitutes the Pricing Supplement relating to the
issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Offering Circular dated
20 January 2020. This Pricing Supplement contains the final terms
of the Notes and must be read in conjunction with such Offering
Circular. Full information on the Issuer and the offer of the Notes
is only available on the basis of the combination of the Offering
Circular and this Pricing Supplement.
Notification under Section 309B(1)(c) of the SFA - In connection
with Section 309B of the Securities and Futures Act (Chapter 289)
of Singapore (the "SFA") and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018"), the Issuer has determined, and hereby notifies
all relevant persons (as defined in Section 309A(1) of the SFA),
that the Notes are prescribed capital markets products (as defined
in the CMP Regulations 2018) and are Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products.)
1 Issuer: Indian Railway Finance Corporation
Limited
2 (c) Series Number: 03
(d) Tranche Number: 01
3 Specified Currency or Currencies: U.S. Dollars
4 Aggregate Nominal Amount:
(e) Series: U.S.$300,000,000
(f) Tranche: U.S.$300,000,000
5 Issue Price: 100 per cent. of the Aggregate Nominal
Amount
6 (g) Specified Denominations: U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof
(h) Calculation Amount: U.S.$1,000
7 (i) Issue Date: 13 February 2020
(j) Interest Commencement Issue Date
Date:
8 Maturity Date: 13 February 2050
9 Interest Basis: 3.950 per cent. Fixed Rate
(further particulars specified below)
10 Redemption/Payment Basis: Redemption at par
11 Change of Interest Basis Not Applicable
or Redemption/Payment Basis:
12 Put/Call Options: Change of Control Put
13 (k) Status of the Notes: Senior
(l) Date of Board approval 26 July 2019
for issuance of Notes obtained:
(m) Date of regulatory 22 November 2019
approval for issuance of
Notes obtained:
14 Listing: Singapore Exchange Securities Trading
Limited, India International Exchange
(IFSC) Limited and International
Securities Market of the London Stock
Exchange
15 Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions Applicable
(n) Rate(s) of Interest: 3.950 per cent. per annum payable
semi-annually in arrear
(o) Interest Payment Date(s): 13 February and 13 August in each
year, commencing on 13 August 2020
(p) Fixed Coupon Amount(s): U.S.$19.750 per Calculation Amount
(q) Broken Amount(s): Not Applicable
(r) Day Count Fraction: 30/360
(s) Determination Date(s): Not Applicable
(t) Other terms relating Not Applicable
to the method of calculating
interest for Fixed Rate
Notes:
17 Floating Rate Note Provisions Not Applicable
18 Zero Coupon Note Provisions Not Applicable
19 Index Linked Interest Note Not Applicable
Provisions
20 Dual Currency Interest Not Applicable
Note Provisions
PROVISIONS RELATING TO REDEMPTION
21 Call Option Not Applicable
22 Put Option Not Applicable
23 Change of Control Put Option: Applicable
24 Final Redemption Amount U.S.$1,000 per Calculation Amount
of each Note:
25 Early Redemption Amount(s) U.S.$1,000 per Calculation Amount
per Calculation Amount
payable on redemption for
taxation reasons or on
event of default and/or
the method of calculating
the same (if required or
if different from that
set out in Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26 Form of Notes: Registered Notes:
Unrestricted Global Certificate (nominal
amount to be confirmed) registered
in the name of a nominee for DTC
Restricted Global Certificate (nominal
amount to be confirmed) registered
in the name of a nominee for DTC
27 Financial Centre(s) or New York, London and Mumbai
other special provisions
relating to Payment Days:
28 Talons for future Coupons No
or Receipts to be attached
to Definitive Notes (and
dates on which such Talons
mature):
29 Details relating to Partly Not Applicable
Paid Notes: amount of each
payment comprising the
Issue Price and date on
which each payment is to
be made and consequences
(if any) of failure to
pay, including any right
of the Issuer to forfeit
the Notes and interest
due on late payment:
30 Details relating to Instalment
Notes:
(u) Instalment Amount(s): Not Applicable
(v) Instalment Date(s): Not Applicable
31 Redenomination, renominalisation Not Applicable
and reconventioning provisions:
32 Consolidation provision Not Applicable
33 Other terms or special Not Applicable
conditions:
DISTRIBUTION
34 (w) If syndicated, names Axis Bank Limited
of Managers: Barclays Bank PLC
BNP Paribas
MUFG Securities Americas Inc.
Standard Chartered Bank
(x) Stabilising Manager(s) MUFG Securities Americas Inc.
(if any):
35 If non-syndicated, name Not Applicable
of relevant Dealer:
36 U.S. Selling Restrictions: Reg. S Compliance Category 1 / Rule
144A; TEFRA not applicable
37 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
38 Any clearing system(s) Not Applicable
other than DTC, Euroclear
and Clearstream, Luxembourg
and the relevant identification
number(s):
39 Delivery: Delivery against payment
40 Additional Paying Agent(s) Not Applicable
(if any):
41 ISIN: Regulation S Notes: US45434M2B74
Rule 144A Notes: US45434L2B92
42 CUSIP: Regulation S Notes: 45434M2B7
Rule 144A Notes: 45434L2B9
43 Rating: The Notes are expected to be rated
Baa2 by Moody's Investors Service,
Inc., BBB- by Standard & Poor's Ratings
Services and BBB- by Fitch Ratings
GENERAL INFORMATION
44 The aggregate principal Not Applicable
amount of Notes in the
Currency issued has been
translated into U.S. dollars
at the rate of [--], producing
a sum of:
45 Prohibition of Sales to Not Applicable
EEA and UK Retail Investors:
Purpose of Pricing Supplement
This Pricing Supplement comprises the final terms required for
issue and admission to trading on the Singapore Exchange Securities
Trading Limited, India International Exchange (IFSC) Limited and
International Securities Market of the London Stock Exchange of the
Notes described herein pursuant to the U.S.$2,000,000,000 Global
Medium Term Note Programme of Indian Railway Finance Corporation
Limited.
Responsibility
The Issuer accepts responsibility for the information contained
in this Pricing Supplement.
Signed on behalf of Indian Railway Finance Corporation
Limited:
By: _______________________
Duly authorised
Annex to the Pricing Supplement
The Offering Circular is hereby supplemented with the following
information, which shall be deemed to be incorporated in, and to
form part of, the Offering Circular.
The following paragraph shall inserted under the section
entitled "Taxation - Indian Taxation" of the Offering Circular:
"Under the Finance Bill, 2020 ("Finance Bill") as part of the
Union Budget 2020-21, it is proposed that Section 194LC of Income
Tax Act will be amended to extend the withholding tax rate of 5 per
cent. on the interest payments against borrowing by way of issue of
long-term bonds including infrastructure bonds and issue of Rupee
denominated bonds from July 1, 2020 to July 1, 2023 (and which will
include Notes). As at the date hereof, the Finance Bill has not
received approval of the Indian Parliament). When approved, these
changes will take effect from April 1, 2020."
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DOCTIMMTMTBBBBM
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