Obligation Bharti Airtel Ltd 5.35% ( USN1384FAB15 ) en USD

Bharti Airtel Ltd

99.89 % ▲

Inde

USN1384FAB15 ( en USD )

5.35% par an ( paiement semestriel )

19/05/2024 - Obligation échue

Prospectus brochure de l'obligation Bharti Airtel Ltd USN1384FAB15 en USD 5.35%, échue

200 000 USD

1 000 000 000 USD

N1384FAB1

BBB- ( Qualité moyenne inférieure )

N/A

L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en USD, avec le code ISIN USN1384FAB15, paye un coupon de 5.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2024
L'Obligation émise par Bharti Airtel Ltd ( Inde ) , en USD, avec le code ISIN USN1384FAB15, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS UNDER
RULE 144A OR (2) PERSONS OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to this
offering memorandum (which if you are a resident of Canada includes the Canadian offering memorandum
delivered to you), and you are therefore advised to read this disclaimer page carefully before reading, accessing or
making any other use of this offering memorandum. In accessing this offering memorandum, you agree to be bound
by the following terms and conditions, including any modifications to them, any time you receive any information
from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAW.
THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION
OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAW OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS
TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED
AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of Your Representation: In order to be eligible to view this offering memorandum or make an
investment decision with respect to the securities, investors must be either (1) qualified institutional buyers
("QIBs") (within the meaning of Rule 144A under the Securities Act) or (2) outside of the United States and to the
extent you purchase securities described in the attached offering memorandum, you will be doing so pursuant to
Rule 144A or Regulation S under the Securities Act. This offering memorandum is being sent at your request and
by accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to
Barclays Bank plc, BNP Paribas, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan
Securities plc, Merrill Lynch International and Standard Chartered Bank (together the "Initial Purchasers") that
(1) you and any customers you represent are either (a) QIBs or (b) that the electronic mail address that you gave us
and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery
of this offering memorandum by electronic transmission.
You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into
whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located. If this is not the case, you must return this offering memorandum to us
immediately. You may not, nor are you authorized to, deliver or disclose (whether orally or in writing), in whole or
in part, the contents of this offering memorandum to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this
offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers
is a licensed broker or dealer in that jurisdiction, this offering shall be deemed to be made by the Initial Purchasers
or such affiliate on behalf of Bharti Airtel International (Netherlands) B.V. in such jurisdiction.
This offering memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of Bharti Airtel Limited, Bharti Airtel International (Netherlands) B.V., and the Initial
Purchasers nor any person who controls any of them nor any director, officer, official, employee nor agent of any
of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any
difference between the offering memorandum received by you in electronic format and the electronic version
initially distributed.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature.
The information in this offering memorandum is not complete and may be changed. Any investment decision
should be made on the basis of the final terms and conditions of the securities and the information contained in this
offering memorandum. This offering memorandum is not an offer to sell these securities, nor a solicitation to buy
these securities, in any jurisdiction where the offer or sale is not permitted.

CONFIDENTIAL
CANADIAN OFFERING MEMORANDUM
Private Placement in Canada
Bharti Airtel International (Netherlands) B.V.
(Incorporated with limited liability in the Netherlands)
U.S.$1,000,000,000 5.350% Guaranteed Senior Notes Due 2024 (the "Dollar
Notes")
750,000,000 3.375% Guaranteed Senior Notes Due 2021 (the "Euro Notes")
guaranteed by
Bharti Airtel Limited
(Incorporated with limited liability in the Republic of India under the Indian Companies Act, 1956 as amended)
Offering Price for the Dollar Notes: 99.916% plus accrued interest, if any, from May 20, 2014
Offering Price for the Euro Notes: 99.248% plus accrued interest, if any, from May 20, 2014
This Canadian offering memorandum (this "Canadian Offering Memorandum") constitutes an offering of the
securities described herein only in those jurisdictions and to those persons where and to whom they may be
lawfully offered for sale, and therein only by persons permitted to sell such securities. This Canadian Offering
Memorandum is not, and under no circumstances is it to be construed as, a prospectus, an advertisement or a public
offering in Canada of the securities referred to within this document. No prospectus has been filed with any
securities commission or similar regulatory authority in Canada in connection with the offering of the securities
described within this Canadian Offering Memorandum. In addition, no securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon this Canadian Offering Memorandum or the merits of
the securities described herein and any representation to the contrary is an offense. This Canadian Offering
Memorandum is not, and under no circumstances is it to be construed as, an offer to sell the securities described
herein or a solicitation of an offer to buy the securities described herein in any jurisdiction where the offer or sale
of these securities is prohibited. The information contained within this Canadian Offering Memorandum is not
complete and may be changed. No firm investment decision by any prospective purchaser should be taken prior to
reading the final Canadian Offering Memorandum, which will be provided to all members and will supersede this
preliminary Canadian Offering Memorandum.
Canadian investors are advised that all references to dollars contained within this Canadian Offering
Memorandum are to U.S. dollars, unless otherwise indicated. Canadian investors are further advised that
the Dollar Notes are denominated in U.S. dollars and the Euro Notes are denominated in Euros. Accordingly,
the Canadian dollar value of the Dollar Notes and the Euro Notes will fluctuate with changes in the rate of
exchange between the Canadian dollar and the U.S. dollar and the Euro, as the case may be. The official
daily noon rate of exchange between the U.S. dollar and the Euro and the Canadian dollar as reported by the
Bank of Canada on May 12, 2014, the latest practicable date, was approximately U.S.$0.92 = C$1.00 and
0.67 = C$1.00, respectively.
The Issuer (as defined herein) may use some or all of the net proceeds from the sale of Notes pursuant to this
Canadian Offering Memorandum for the full or partial repayment of certain of the Bharti Airtel Limited
group's foreign currency loans to its lenders, some of which include certain Initial Purchasers (as defined
herein) or their affiliates. Accordingly, the Issuer may be a "connected issuer" with such Initial Purchasers,
as such term is defined in National Instrument 33-105 "Underwriting Conflicts" and Canadian investor are
referred to "Plan Of Distribution -- other relationships" contained in the Offering Memorandum (as defined
herein) for more information.
Joint Lead Managers and Joint Bookrunners
Barclays
BofA Merrill
BNP PARIBAS
HSBC
J.P. Morgan
Standard
Lynch
Chartered Bank
The date of this Canadian Offering Memorandum is May 12, 2014

CANADIAN OFFERING MEMORANDUM
(British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova
Scotia and Prince Edward Island)
This Canadian Offering Memorandum relates to an offering by Bharti Airtel International (Netherlands) B.V. (the
"Issuer") of U.S.$1,000,000,000 5.350% Guaranteed Senior Notes due 2024 (the "Dollar Notes") and 750,000,000
3.375% Guaranteed Senior Notes due 2021 (the "Euro Notes", and together with the Dollar Notes, the "Notes"). Each of
the Notes will be the unsecured senior obligations of the Issuer and will be irrevocably guaranteed on an unsecured basis
(in respect of each of the Dollar Notes and the Euro Notes, the "Guarantee") by Bharti Airtel Limited ( the "Guarantor"),
provided that, at all times, the Guarantee shall be in respect of an amount not exceeding 200% of the initial aggregate
principal amount of the relevant Notes, U.S.$2,000,000,000 being for the Dollar Notes and 1,500,000,000 for the Euro
Notes, (each, as the case may be, the "Guaranteed Amount"). The Guaranteed Amount will be reduced by any amounts
paid by the Guarantor under the relevant Guarantee from time to time. The Dollar Notes will bear interest at a rate of
5.350% per annum. Interest will be paid on the Dollar Notes semi-annually in arrears on May 20 and November 20 of each
year, beginning on November 20, 2014. Unless previously repurchased, cancelled or redeemed, the Dollar Notes will
mature on May 20, 2024. The Euro Notes will bear interest at a rate of 3.375% per annum. Interest will be paid on the
Euro Notes annually in arrears on May 20 of each year, beginning on May 20, 2015. Unless previously repurchased,
cancelled or redeemed, the Euro Notes will mature on May 20, 2021.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or any U.S. state securities laws. Accordingly, the Notes and the Guarantees are being offered and
sold only (i) in the United States to qualified institutional buyers as defined in Rule 144A under the Securities Act and
(ii) to persons outside the United States in compliance with Regulation S under the Securities Act. The offering of the
Notes in Canada is being made on a private placement basis and only to certain investors in Canada resident in one of the
Placement Provinces (as defined below) identified by the Initial Purchasers who are permitted to purchase the Notes under
applicable Canadian securities laws. Canadian investors should refer to the sections entitled "The Offering", "Description
of the Dollar Notes and Guarantees", "Description of the Euro Notes and Guarantee." and "Plan of Distribution" contained
within the Offering Memorandum for additional information pertaining to the Notes, the Guarantees and the Guarantor and
the terms of the offering, including, but not limited to, interest and interest payment, covenants, ranking and events of
default. Canadian investors are advised to carefully review the Offering Memorandum in its entirety and to consult with
their own legal, financial and tax advisers prior to investing in the Notes. Canadian investor are advised that the separate
Dollar Notes and Euro Notes offerings, respectively, will not be cross conditional with one another.
Attached hereto and forming part of this Canadian Offering Memorandum is an offering memorandum dated May 12, 2014
(the "Offering Memorandum") regarding the offer for sale of the Notes. Except as otherwise provided herein, capitalized
and other terms used within this Canadian Offering Memorandum without definition have the meanings assigned to them
within the Offering Memorandum. The offering of the Notes in Canada is being made solely by this Canadian Offering
Memorandum and certain other information in respect of the Notes approved for distribution to investors by the Issuer and
the Initial Purchasers, as applicable, and any decision to purchase the Notes should be based solely on information
contained within such documents. No person has been authorized to give any information or to make any representations
concerning this offering other than as contained herein and, if given or made, any such information or representation may
not be relied upon. Statements made within this Canadian Offering Memorandum are as of the date of this Canadian
Offering Memorandum unless expressly stated otherwise. Neither the delivery of this Canadian Offering Memorandum at
any time, nor any other action with respect hereto, shall under any circumstances create an implication that the information
contained herein is correct as of any time subsequent to such date.
Canadian investors are advised that the information contained within the Offering Memorandum has not been prepared
with regard to matters that may be of particular concern to Canadian investors. Accordingly, Canadian investors should
consult with their own legal, financial and tax advisers concerning the information contained within the Offering
Memorandum therein and as to the suitability of an investment in the Notes in their particular circumstances prior to
investing in the Notes.
Investing in the Notes involves risks. Canadian investors should refer to the section entitled "Risk Factors"
contained within the Offering Memorandum for additional information and should review "Transfer Restrictions"
contained in the Offering Memorandum for details as to restrictions on the transfer of the Notes.
This Canadian Offering Memorandum constitutes an offering of the Notes in the Canadian provinces of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Prince Edward Island (the
"Placement Provinces") only and is for the confidential use of only those persons to whom it is delivered by the Initial
Purchasers in connection with the offering of the Notes therein. The Initial Purchasers reserve the right to reject all or part
of any offer to purchase the Notes for any reason and to allocate to any purchaser less than all of the Notes for which it has
subscribed.
- 2 -

DISTRIBUTION RESTRICTIONS
This Canadian Offering Memorandum is being delivered solely to enable prospective Canadian
investors resident in the Placement Provinces identified by the Initial Purchasers to evaluate the Issuer
and an investment in the Notes. The information contained within this Canadian Offering
Memorandum does not constitute an offer in Canada to any other person, or a general offer to the
public, or a general solicitation from the public, to subscribe for or purchase the Notes. The
distribution of this Canadian Offering Memorandum and the offer and sale of the Notes in the
Placement Provinces may be restricted by law. Persons into whose possession this Canadian Offering
Memorandum comes must inform themselves about and observe any such restrictions.
The distribution of this Canadian Offering Memorandum or any information contained herein to any
person other than a prospective Canadian investor resident in any of the Placement Provinces identified
by the Initial Purchasers, or those persons, if any, retained to advise such prospective Canadian
investor in connection with the transactions contemplated herein, is unauthorized. Any disclosure,
reproduction and/or redistribution of the information contained within this Canadian Offering
Memorandum without the prior written consent of the Issuer or the Initial Purchasers, as applicable, is
prohibited. Each Canadian investor, by accepting delivery of this Canadian Offering Memorandum,
will be deemed to have agreed to the foregoing.
RESPONSIBILITY
Except as otherwise expressly required by applicable law or as agreed to in the Purchase Agreement,
no representation, warranty or undertaking (express or implied) is made and no responsibilities or
liabilities of any kind or nature whatsoever are accepted by the Initial Purchasers or any dealer as to
the accuracy or completeness of the information contained within this Canadian Offering Memorandum
or any other information provided by the Issuer or the Guarantor in connection with the offering of the
Notes.
RESALE RESTRICTIONS
The distribution of the Notes in the Placement Provinces is being made on a private placement basis
only and is exempt from the requirement that the Issuer prepares and files a prospectus with the
relevant Canadian securities regulatory authorities. Accordingly, any resale of the Notes must be made
in accordance with applicable Canadian securities laws, which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with prospectus and registration
requirements, statutory exemptions from the prospectus and registration requirements or under a
discretionary exemption from the prospectus and registration requirements granted by the applicable
Canadian securities regulatory authority. These resale restrictions may under certain circumstances
apply to resales of the Notes outside of Canada.
The Issuer is not presently, nor does it intend to become, a "reporting issuer", as such term is defined
under applicable Canadian securities laws, in any province or territory of Canada. Canadian investors
are advised that the Notes are not presently listed, and will not be listed, on any stock exchange in
Canada and that no public market for the Notes presently exists for the Notes, or is expected to exist
- 3 -

for the Notes, in Canada following this offering. Canadian investors are further advised that the Issuer
is not required to file, and currently does not intend to file, a prospectus or similar document with any
securities regulatory authority in Canada qualifying the resale of the Notes to the public in any
province or territory of Canada in connection with this offering. Accordingly, the Notes may be subject
to an indefinite hold period under applicable Canadian securities laws unless resales are made in
accordance with applicable prospectus requirements or pursuant to an available exemption from such
prospectus requirements.
Canadian investors are advised to consult with their own legal advisers for additional information
pertaining to Canadian resale restrictions prior to any resale of the Notes, both within and outside of
Canada and are referred to the section entitled "Transfer Restrictions" in the Offering Memorandum
which sets forth certain representations and agreements Canadian investors will be deemed to have
made with respect to United States securities laws.
REPRESENTATIONS OF PURCHASERS
Each Canadian investor who purchases the Notes will be deemed to have represented to the Issuer, the
Guarantor, the Initial Purchasers and each dealer participating in the offer and sale of the Notes that:
(a)
the investor is resident in one of the Placement Provinces and is basing its investment decision
on this Canadian Offering Memorandum and certain other information in respect of the Notes
approved for distribution to investors by the Issuer, the Guarantor and the Initial Purchasers, as
applicable, and not on any other information concerning the Issuer or the offer or sale of the
Notes;
(b)
to the knowledge of the investor, the offer and sale of the Notes in the Placement Provinces is
being made exclusively through the Canadian Offering Memorandum and certain other
information in respect of the Notes approved for distribution to investors by the Issuer, the
Guarantor and the Initial Purchasers, as applicable, and is not being made through an
advertisement of the Notes in any printed media of general and regular paid circulation, radio,
television or telecommunications, including electronic display, or any other form of advertising
in Canada;
(c)
the investor has reviewed and acknowledges the terms referred to above under the section
entitled "Resale Restrictions" and agrees not to resell the Notes except in compliance with
applicable Canadian resale restrictions and in accordance with their terms and each investor has
reviewed and acknowledges the representations required to be made by each purchaser of Notes
set forth in the section entitled "Transfer Restrictions" contained within the Offering
Memorandum and hereby makes such representations;
(d)
where required by law, the investor is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable securities laws of the province in which the investor is
resident, for its own account and not as agent for the benefit of another person;
- 4 -

(e)
the investor, or any ultimate purchaser for which the investor is acting as agent, is entitled
under applicable Canadian securities laws to purchase the Notes without the benefit of a
prospectus qualified under such securities laws, and without limiting the generality of the
foregoing is (i) an "accredited investor" as defined in section 1.1 of National Instrument 45-106
Prospectus and Registration Exemptions ("NI 45-106") (ii) a "permitted client" or "Canadian
permitted client", as applicable, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and (iii) is
purchasing the Notes from a dealer registered as an "investment dealer" or "exempt market
dealer" in the relevant Placement Provinces or from a dealer permitted to rely on the
"international dealer exemption" in the relevant Placement Province contained in, and has
received the notice from such dealer referred to in, section 8.18 of NI 31-103;
(f)
the investor is not a person created or used solely to purchase or hold securities as an
"accredited investor" as described in paragraph (m) of the definition of "accredited investor" in
section 1.1 of NI 45-106;
(g)
none of the funds being used to purchase the Notes are, to the best of the investor's knowledge,
proceeds obtained or derived, directly or indirectly, as a result of illegal activities and:
(i)
the funds being used to purchase the Notes and advanced by or on behalf of the investor to
the Initial Purchasers do not represent proceeds of crime for the purpose of the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA");
(ii)
the investor is not a person or entity identified on a list established under section 83.05 of
the Criminal Code (Canada) or in the Regulations Implementing the United Nations
Resolutions on the Suppression of Terrorism (the "RIUNRST"), the United Nations Al-
Qaida and Taliban Regulations (the "UNAQTR"), the Regulations Implementing the
United Nations Resolution on the Democratic People's Republic of Korea (the
"UNRDPRK"), the Regulations Implementing the United Nations Resolution on Iran (the
"RIUNRI"), the United Nations Côte d'Ivoire Regulations (the "Côte d'Ivoire
Regulations"), the United Nations Democratic Republic of the Congo Regulations (the
"Congo
Regulations"),
the
United
Nations
Liberia
Regulations
(the
"Liberia
Regulations"), the United Nations Sudan Regulations (the "Sudan Regulations"), the
Regulations Implementing the United Nations Resolutions on Somalia (the "RIUNRS"),
the Special Economic Measures (Burma) Regulations (the "Burma Regulations"), the
Special Economic Measures (Zimbabwe) Regulations (the "Zimbabwe Regulations"), the
Special Economic Measures (Iran) Regulations (the "Iran Regulations"), the Regulations
Implementing the United Nations Resolution on Eritrea (the "RIUNRE"), the Regulations
Amending the Regulations Implementing the United Nations Resolution on Libya and
Taking Special Economic Measures (the "Libya Regulations"), the Freezing Assets of
Corrupt Foreign Officials (Tunisia and Egypt) Regulations (the "FACPA Tunisia and
Egypt Regulations") or the Special Economic Measures (Syria) Regulations (the "Syria
Regulations"), the Special Economic Measures (DPRK) Regulations (the "DPRK
Regulations") or the Freezing Assets of Corrupt Foreign Officials (Ukraine) Regulations
(the "Ukraine Regulations") or other similar applicable laws, regulations or rules, as may
be amended from time to time (the "Similar Laws");
- 5 -

(iii) the Issuer and the Initial Purchasers, as applicable, may in the future be required by law to
disclose the investor's name and other information relating to the investor and any
purchase of the Notes, on a confidential basis, pursuant to the PCMLTFA, the Criminal
Code (Canada), the RIUNRST, the UNAQTR, the UNRDPRK, the RIUNRI, the Côte
d'Ivoire Regulations, the Congo Regulations, the Liberia Regulations, the Sudan
Regulations, the RIUNRS, the Burma Regulations, the Zimbabwe Regulations, the Iran
Regulations, the RIUNRE, the Libya Regulations, the FACPA Tunisia and Egypt
Regulations,
the
SEMA Syria
Regulations,
the
DPRK Regulations, the Ukraine
Regulations or other Similar Laws or as otherwise may be required by applicable laws,
regulations or rules, and by accepting delivery of this Canadian Offering Memorandum,
the investor is deemed to have agreed to the foregoing;
(iv) to the best of the investor's knowledge, none of the funds to be provided by or on behalf
of the investor to the Initial Purchasers are being tendered on behalf of a person or entity
who has not been identified to the investor; and
(v)
the investor shall promptly notify the Issuer and the Initial Purchasers, as applicable, if
the investor discovers that any such representations cease to be true, and shall provide the
Issuer and the Initial Purchasers, as applicable, with appropriate information in
connection therewith; and
(h)
where required by applicable securities laws, regulations or rules, including applicable stock
exchange rules, the investor will execute, deliver and file such reports, undertakings and other
documents relating to the purchase of the Notes by the investor as may be required by such
laws, regulations and rules, or assist the Issuer and the Initial Purchasers, as applicable, in
obtaining and filing such reports, undertakings and other documents.
In addition, each resident of Ontario who purchases the Notes will be deemed to have represented to
the Issuer, the Guarantor, the Initial Purchasers and each dealer from whom a purchase confirmation is
received, that such purchaser:
(a)
has been notified by the Issuer and the Initial Purchasers that:
(i)
the Issuer may be required to provide certain personal information pertaining to the
purchaser as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106
(including its name, address, telephone number and the aggregate purchase price paid by
the purchaser for the Notes) ("personal information"), which Form 45-106F1 may be
required to be filed by the Issuer under NI 45-106;
(ii)
such personal information may be delivered to the Ontario Securities Commission (the
"OSC") in accordance with NI 45-106;
(iii) such personal information is collected indirectly by the OSC under the authority granted
to it under the securities legislation of Ontario;
(iv) such personal information is collected for the purposes of the administration and
enforcement of the securities legislation of Ontario; and
- 6 -

(v)
the public official in Ontario who can answer questions about the OSC's indirect
collection of such personal information is the Administrative Support Clerk at the OSC,
Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone:
(416) 593-3684; and
(b)
has authorized the indirect collection of the personal information by the OSC.
Furthermore, each Canadian purchaser of the Notes acknowledges that its name, address, telephone
number and other specified information, including the aggregate purchase price paid by the purchaser,
may be collected, used and disclosed for purposes of meeting legal and/or regulatory requirements.
Such information may be disclosed to Canadian securities regulatory authorities and may become
available to the public in accordance with the requirements of applicable laws and regulations. By
purchasing the Notes, each Canadian purchaser consents to the disclosure of such information. In
addition, by purchasing the Notes, each Canadian purchaser will be deemed to have agreed to provide
the Issuer and the Initial Purchasers, as applicable, with any and all information about the Canadian
purchaser necessary to permit the Issuer and the Initial Purchasers, as applicable, to properly complete
and file Form 45-106F1 and other similar forms in the Placement Provinces.
FINANCIAL STATEMENTS AND EXCHANGE RATE INFORMATION
Financial Statements
The consolidated financial data for the Guarantor as of and for each of the fiscal years ended March 31,
2012, 2013 and 2014 contained in the Offering Memorandum has been prepared in accordance with
international financial reporting standards ("IFRS"). Canadian investors are advised that IFRS differs
in certain material respects from generally accepted accounting principles in Canada ("Canadian
GAAP") which remains applicable to certain entities. The Issuer and the Guarantor will not provide
Canadian investors with any reconciliation to Canadian GAAP of the financial statements or other
financial information contained within the Offering Memorandum. Canadian investors should consult
with their own legal, financial and tax advisers for additional information regarding the Guarantor's
financial statements and such other financial information and as to the material differences between
IFRS and Canadian GAAP prior to investing in the Notes.
Foreign Exchange Regulations and Risk
Canadian investors should consult with their own legal, financial and tax advisers for information
pertaining to foreign exchange regulations which may impact on a decision to invest in the Notes.
Canadian investors are advised that the Guarantor's operations are conducted worldwide and its results
of operations are subject to currency translation risk and to currency transaction list and are referred to
"Risk Factors -- Risks Relating to the Guarantor's Business" contained in the Offering Memorandum.
Historical Exchange Rate Information
The Information Memorandum contains financial information that is presented in Indian Rupees, the
official currency of exchange in India. The following tables set forth, for the periods indicated, certain
- 7 -

information pertaining to the official average daily noon rate of exchange between the Rupee and the
Canadian dollar as reported by the Bank of Canada. Such exchange rates were not used by the
Company in the preparation of its financial statements or any other financial information included
within the Placement Document and the following tables should not be construed as a representation
that the Rupee has been or could be converted into the Canadian dollar at the rate indicated for the
periods or at the dates indicated.
Rs. = C$1.00
Year-end
Average
Rate
Year
Rate1
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.35
42.37
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.96
44.34
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52.13
47.03
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55.16
53.28
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58.24
56.63
Note: 1. The average of the official daily noon rate on the working days of the relevant year.
The official daily noon rate of exchange between the Rupee and the Canadian dollar, as reported by the
Bank of Canada on May 9, 2014, the latest practicable date, was Rs. 55.16 = C$1.00.
The Offering Memorandum contains financial information relating to the Company as of and for the
fiscal years ended March 31, 2014, March 31, 2013 and March 31, 2012. The official daily noon rate of
exchange between the Indian Rupee and the Canadian dollar, as reported by the Bank of Canada, on
March 31, 2014, March 31, 2013 and March 31, 2012 was approximately Rs. 54.29 = C$1.00, Rs. 53.45
= C$1.00 and Rs. 50.94 = C$1.00 respectively.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Any discussion of taxation and related matters contained in this Canadian Offering Memorandum does
not purport to be a comprehensive description of all the tax considerations that may be relevant to a
decision to purchase the Notes and, in particular, does not address Canadian tax considerations. No
representation or warranty is hereby made as to the tax consequences to a resident of Canada of an
investment in the Notes. Canadian investors should consult with their own legal, financial and tax
advisers with respect to the tax consequences of an investment in the Notes in their particular
circumstances and with respect to the eligibility of the Notes for investment by the investor under
applicable Canadian federal and provincial legislation and regulations and should review the sections
entitled "Taxation Indian Taxation" and "Taxation Netherlands Taxation" contained within the
Offering Memorandum for additional general information for Canadian investors with respect to
taxation consequences of an investment in the Notes.
RIGHTS OF ACTION FOR DAMAGES OR RESCISSION
Securities legislation in certain of the Canadian provinces provides certain purchasers of securities
pursuant to an offering memorandum (such as this Canadian Offering Memorandum) with a remedy for
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damages or rescission, or both, in addition to any other rights they may have at law, where the offering
memorandum and any amendment thereto contains a "misrepresentation", as defined in the applicable
securities legislation. A "misrepresentation" is generally defined under applicable provincial securities
laws to mean an untrue statement of a material fact or an omission to state a material fact that is
required to be stated or that is necessary to make any statement not misleading in light of the
circumstances in which it was made. These remedies, or notice with respect to these remedies, must be
exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by
applicable securities legislation and are subject to limitations and defences under applicable securities
legislation.
The following is a summary of the relevant rights of action for damages or rescission, or both,
available to certain purchasers resident in certain of the provinces of Canada.
Saskatchewan
The right of action for damages or rescission described herein is conferred by section 138 of The
Securities Act, 1988 (Saskatchewan) (the "Saskatchewan Act"). The Saskatchewan Act provides, in
relevant part, that where an offering memorandum (such as this Canadian Offering Memorandum), or
any amendment thereto, is sent or delivered to a purchaser and it contains a misrepresentation, as
defined in the Saskatchewan Act, a purchaser who purchases a security covered by the offering
memorandum or any amendment thereto has, without regard to whether the purchaser relied on the
misrepresentation, a right of action for rescission against the issuer or a selling security holder on
whose behalf the distribution is made or a right of action for damages against:
(a)
the issuer or the selling security holder on whose behalf the distribution is made;
(b)
every promoter and director of the issuer or the selling security holder, as the case may be, at
the time the offering memorandum or any amendment thereto was sent or delivered;
(c)
every person or company whose consent has been filed respecting the offering, but only with
respect to reports, opinions or statements that have been made by them;
(d)
every person or company that, in addition to the persons or companies mentioned in (a) to
(c) above, signed the offering memorandum or any amendment thereto; and
(e)
every person or company that sells securities on behalf of the issuer or the selling security
holder under the offering memorandum or any amendment thereto.
Such rights of action for damages or rescission are subject to certain limitations including the
following:
(a)
if the purchaser elects to exercise its right of rescission against the issuer or selling security
holder, it shall have no right of action for damages against that party;
(b)
in an action for damages, a defendant will not be liable for all or any portion of the damages
that he, she or it proves do not represent the depreciation in value of the securities resulting
from the misrepresentation relied on;
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