Obligation Tata Steels 4.85% ( XS1092182606 ) en USD

Tata Steels

100 % ⇌

Inde

XS1092182606 ( en USD )

4.85% par an ( paiement semestriel )

31/01/2020 - Obligation échue

Prospectus brochure de l'obligation Tata Steel XS1092182606 en USD 4.85%, échue

200 000 USD

500 000 000 USD

Tata Steel est une société sidérurgique multinationale indienne, l'une des plus grandes au monde, produisant une large gamme de produits en acier pour divers secteurs.

L'obligation Tata Steel (XS1092182606), émise en Inde pour un montant total de 500 000 000 USD, avec un coupon de 4,85% payable deux fois par an, est arrivée à échéance le 31/01/2020 et a été intégralement remboursée à son prix nominal de 100%, avec un minimum d?achat de 200 000 USD.

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to
the attached Offering Memorandum received by e-mail or otherwise received as a result of electronic
communication, and you are therefore advised to read this disclaimer page carefully before reading, accessing or
making any other use of the attached Offering Memorandum. In accessing the Offering Memorandum, you agree
to be bound by the following terms and conditions, including any modifications to them from time to time, each
time you receive any information from us as a result of such access.
Confirmation of Your Representation: By accepting the email and accessing the attached Offering
Memorandum you will be deemed to have represented to each of Australia and New Zealand Banking Group
Limited, BNP Paribas, Singapore Branch, Citigroup Global Markets Singapore Pte. Ltd., Crédit Agricole
Corporate and Investment Bank, Singapore Branch, Deutsche Bank AG, Singapore Branch, The Hongkong and
Shanghai Banking Corporation Limited, Singapore Branch, Merrill Lynch (Singapore) Pte. Ltd., Morgan Stanley
Asia (Singapore) Pte., The Royal Bank of Scotland plc, Singapore Branch, SBICAP (Singapore) Limited,
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (also known as Rabobank International), Hong Kong
Branch and Standard Chartered Bank (collectively, the "Joint Lead Managers"), that (i) you are outside the
United States and, to the extent you purchase the securities described in the attached Offering Memorandum, you
will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and (ii) that you consent to delivery of the attached Offering Memorandum and any amendments or
supplements thereto by electronic transmission.
This Offering Memorandum has been sent to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently none
of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee (as defined in this Offering Memorandum), the
Agents (as defined in this Offering Memorandum) or any person who controls, or is a director, officer, employee,
agent, representative or affiliate of, any such person accepts any liability or responsibility whatsoever in respect
of any difference between the Offering Memorandum distributed to you in electronic form and the hard copy
version available to you on request from the Joint Lead Managers.
Restrictions: The attached Offering Memorandum is being furnished in connection with an offering exempt
from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider
the purchase of the securities described in the Offering Memorandum. You are reminded that the information in
the attached document is not complete and may be changed. Any investment decision should be made on the
basis of a complete final Offering Memorandum.
Nothing in this electronic transmission constitutes an offer of securities for sale in any jurisdiction where it is
unlawful to do so.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER
JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE U.S., EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
You are reminded that you have accessed the attached Offering Memorandum 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 and you may not nor are you authorized to deliver or forward this
document, electronically or otherwise, to any other person. If you have gained access to this transmission
contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.
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not purchase any securities by doing so. Any reply e-mail communications, including those you generate by
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THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED
TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.
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destructive nature.

OFFERING MEMORANDUM
CONFIDENTIAL
ABJA Investment Co. Pte. Ltd.
(Incorporated in the Republic of Singapore)
(Unique Entity Number: 201 309883M)
US$500,000,000 4.85% Guaranteed Notes Due 2020
US$1,000,000,000 5.95% Guaranteed Notes Due 2024
guaranteed by
Tata Steel Limited
(Originally incorporated with limited liability in the Republic of India under the Indian Companies Act, 1882)
Each of the US$500,000,000 4.85% Guaranteed Notes due 2020 (the "2020 Notes") and the US$1,000,000,000 5.95% Guaranteed Notes due 2024 (the
"2024 Notes" and, together with the 2020 Notes, the "Notes") will be the unsecured senior obligations of ABJA Investment Co. Pte. Ltd. (the "Issuer")
and will be irrevocably guaranteed on an unsecured basis (in respect of each of the 2020 Notes or the 2024 Notes, the "Guarantee") by Tata Steel Limited
(the "Guarantor"), provided that, at all times, the Guarantee shall be in respect of an amount not exceeding 125% of the outstanding principal amount of
the Notes which, on the Closing Date, shall be US$625,000,000 for the 2020 Notes and US$1,250,000,000 for the 2024 Notes (each, as the case may be,
the "Guaranteed Amount"). Each of the Notes will be unsecured obligations of the Issuer, will rank pari passu with all of its other existing and future
unsubordinated obligations and will be effectively subordinated to its secured obligations and the obligations of its subsidiaries. Each of the Guarantees
will be an unsecured obligation of the Guarantor (save for such exceptions as may be provided under applicable legislation), rank pari passu with its
other existing and future unsecured obligations and be effectively subordinated to the secured obligations of the Guarantor and the obligations of its
subsidiaries.
The 2020 Notes will bear interest at a rate of 4.85% per year. Interest will be paid on the 2020 Notes semi-annually in arrear on January 31 and July 31 of
each year, beginning on January 31, 2015. Unless previously repurchased, cancelled, exchanged or redeemed, the 2020 Notes will mature on January 31,
2020. The 2024 Notes will bear interest at a rate of 5.95% per year. Interest will be paid on the 2024 Notes semi-annually in arrear on January 31 and
July 31 of each year, beginning on January 31, 2015. Unless previously repurchased, cancelled, exchanged or redeemed, the 2024 Notes will mature on
July 31, 2024. If a Change of Control (as defined herein) occurs, each Noteholder (as defined herein) shall have the right to require the Issuer to redeem
all of such Noteholders' Notes at 101% of their principal amount plus accrued and unpaid interest. Subject to the terms and conditions of the Notes (the
"Conditions"), the Issuer may also redeem all of the Notes at 100% of their principal amount plus accrued and unpaid interest if at any time the Issuer or
the Guarantor becomes obligated to pay withholding taxes as a result of certain changes in tax law. Subject to the above and unless previously redeemed,
purchased, exchanged or cancelled, the 2020 Notes will mature and the Issuer will redeem the 2020 Notes at their principal amount on January 31, 2020
and the 2024 Notes will mature and the Issuer will redeem the 2024 Notes at their principal amount on July 31, 2024.
At the option of the Issuer, the Notes may be mandatorily exchanged in whole, but not in part, for new notes issued directly by the Guarantor, at any time
or on any Interest Payment Date (as defined herein), on giving notice to the Noteholder, the Trustee and the Principal Paying Agent in accordance with
the Conditions. The Notes are also subject to certain covenants on Asset Sales and Financial Indebtedness.
For a more detailed description of the Notes and the Guarantees, see "Terms and Conditions of the 2020 Notes" and "Terms and Conditions of the
2024 Notes" beginning on pages 142 and 162, respectively.
Issue Price for the 2020 Notes: 100%
Issue Price for the 2024 Notes: 100%
Investing in the Notes involves certain risks. You should read "Risk Factors" beginning on page 24 before investing in the Notes.
Application will be made for the trading of the Notes on the Freiverkehr (Open Market) of the Frankfurter Wertpapierbörse (Frankfurt Stock Exchange)
(the "FWB"). The Open Market is not a regulated market for purposes of EU Directive 2004/39/EC (MiFID). The FWB assumes no responsibility for the
correctness of any statements made, opinions expressed or reports contained in this Offering Memorandum.
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 to persons outside the United
States in compliance with Regulation S under the Securities Act ("Regulation S"). For a description of certain restrictions on resales and
transfers, see "Subscription and Sale".
Each of the Notes will be represented by a global certificate (the "Global Certificate") in registered form which will be registered in the name of a
common depositary for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about
July 31, 2014. Individual certificates evidencing holdings of the Notes will only be issued in certain limited circumstances described under "The Global
Certificate".
The Notes are expected to be rated BB+ by Fitch Ratings ("Fitch") and BB by Standard and Poor's Ratings Group, a division of McGraw-Hill
Companies, Inc. ("Standard & Poor's"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Joint Lead Managers
The date of this Offering Memorandum is July 24, 2014.

NOTICE TO INVESTORS
The Issuer, as well as Australia and New Zealand Banking Group Limited, BNP Paribas, Singapore Branch,
Citigroup Global Markets Singapore Pte. Ltd., Crédit Agricole Corporate and Investment Bank, Singapore
Branch, Deutsche Bank AG, Singapore Branch, The Hongkong and Shanghai Banking Corporation Limited,
Singapore Branch, Merrill Lynch (Singapore) Pte. Ltd., Morgan Stanley Asia (Singapore) Pte., The Royal Bank
of Scotland plc, Singapore Branch, SBICAP (Singapore) Limited, Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (also known as Rabobank International), Hong Kong Branch and Standard Chartered Bank
(the "Joint Lead Managers"), reserve the right to withdraw the offering of the Notes at any time or to reject any
offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby.
This Offering Memorandum is personal to the prospective investor to whom it has been delivered by the Joint
Lead Managers and does not constitute an offer to any other person or to the public in general to subscribe for or
otherwise acquire the Notes. Distribution of this Offering Memorandum to any person other than the prospective
investor and those persons, if any, retained to advise that prospective investor with respect thereto is
unauthorized, and any disclosure of its contents without the Issuer's and the Guarantor's prior written consent is
prohibited. The prospective investor, by accepting delivery of this Offering Memorandum, agrees to the
foregoing and agrees not to make any photocopies of this Offering Memorandum.
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in the Notes
from prospective investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions contained in any transaction documents described herein. The information provided is not all-
inclusive. The market information in this Offering Memorandum has been obtained by the Issuer and the
Guarantor from publicly available sources deemed by it to be reliable. Notwithstanding any investigation that the
Joint Lead Managers may have conducted with respect to the information contained herein, the Joint Lead
Managers do not accept any liability in relation to the information contained in this Offering Memorandum or its
distribution or with regard to any other information supplied by or on the Issuer's and the Guarantor's behalf.
The Issuer and the Guarantor each confirms that, after having made all reasonable inquiries, this Offering
Memorandum contains all information with regard to the Issuer, the Guarantor, the Guarantor and its subsidiaries
taken as a whole and the Notes which is material to the offering and sale of the Notes, that the information
contained in this Offering Memorandum is true and accurate in all material respects and is not misleading in any
material respect and that there are no omissions of any other facts from this Offering Memorandum which, by
their absence herefrom, make this Offering Memorandum misleading in any material respect. The Issuer and the
Guarantor each accepts responsibility accordingly.
Prospective investors in the Notes should rely only on the information contained in this Offering Memorandum.
None of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents has authorized the
provision of information different from that contained in this Offering Memorandum. The information contained
in this Offering Memorandum is accurate in all material respects only as of the date of this Offering
Memorandum, regardless of the time of delivery of this Offering Memorandum or of any sale of the Notes.
Neither the delivery of this Offering Memorandum nor any sale made hereunder shall under any circumstances
imply that there has been no change in the Issuer's or the Guarantor's affairs and those of each of its respective
subsidiaries or that the information set forth herein is correct in all material respects as of any date subsequent to
the date hereof.
Prospective investors hereby acknowledge that (i) they have not relied on the Joint Lead Managers or any person
affiliated with the Joint Lead Managers in connection with any investigation of the accuracy of such information
or their investment decision, and (ii) no person has been authorized to give any information or to make any
representation concerning the Issuer, the Guarantor, the Notes or the Guarantee (other than as contained herein
and information given by the Issuer's or the Guarantor's duly authorized officers and employees, as applicable,
in connection with investors' examination of the Issuer and the Guarantor, and the terms of this offering) and, if
given or made, any such other information or representation should not be relied upon as having been authorized
by the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents.
None of the Joint Lead Managers, the Issuer, the Guarantor, the Trustee, the Paying Agent, the Transfer
Agent and the Registrar or their respective affiliates or representatives is making any representation to
any offeree or purchaser of the Notes offered hereby regarding the legality of any investment by such
offeree or purchaser under applicable legal investment or similar laws. None of the Joint Lead Managers,
i

the Trustee, the Paying Agent, the Transfer Agent, the Registrar or their respective affiliates or
representatives makes any representation, warranty or undertaking, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering
Memorandum. To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee or the
Agents accepts any responsibility for the contents of this Offering Memorandum or for any other
statement made or purported to be made by the Joint Lead Managers, the Trustee or the Agents or on
their behalf in connection with the Issuer and/or the Guarantor or the issue and offering of the Notes.
Each of the Joint Lead Managers, the Trustee or the Agents accordingly disclaims all and any liability
whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering
Memorandum or any such statement.
Each prospective investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the
Issuer, the Guarantor and the terms of the Notes being offered, including the merits and risks involved
and its purchase of the Notes should be based upon such investigations with its own tax, legal and business
advisers as it deems necessary. See "Risk Factors" for a discussion of certain factors to be considered. Any
prospective investor in the Notes should be able to bear the economic risk of an investment in the Notes for
an indefinite period of time.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes or
Guarantee offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an
offer or solicitation in such jurisdiction.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain jurisdictions,
be restricted by law. None of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents
represents that this Offering Memorandum may be lawfully distributed, or that any Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant
to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by any of the Issuer, the Guarantor or the Joint Lead Managers
which would permit a public offering of any Notes or distribution of this Offering Memorandum in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Memorandum nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations.
Each purchaser of the Notes (each, a "Noteholder") must comply with all applicable laws and regulations in force
in each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Offering
Memorandum, and must obtain any consent, approval or permission required for the purchase, offer or sale by it
of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes
purchases, offers or sales. Persons into whose possession this Offering Memorandum or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of Offering Memorandum
and the offering and sale of the Notes. In particular, there are restrictions on the offer and sale of the Notes, and
the circulation of documents relating thereto, in certain jurisdictions including the United States and the
European Economic Area and to persons connected therewith. See "Subscription and Sale".
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under Article 3 of the Prospectus Directive, as implemented in member states of the European
Economic Area, from the requirement to produce a prospectus for offers of the Notes.
This Offering Memorandum has not been and will not be registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this Offering Memorandum and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor
may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to
Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in
Section 275, of the SFA, (iii) where the Notes are initially acquired pursuant to an offer in reliance of
Section 274 or 275 of the SFA, pursuant to, and in accordance with the conditions of, Section 276 of the SFA and
any other applicable provision of the SFA, or (iv) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
ii

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust
has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
(i)
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of
such corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or
(in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the
SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law;
(iv) as specified in Section 276(7) of the SFA; or
(v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore.
For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of
this Offering Memorandum, see "Subscription and Sale".
In connection with the issue of the Notes, Merrill Lynch (Singapore) Pte. Ltd. (the "Stabilizing Manager") or any
person acting on behalf of the Stabilizing Manager may, to the extent permitted by applicable laws and
directives, over-allot the Notes or effect transactions with a view to supporting the price of the Notes at a level
higher than that which might otherwise prevail, but in so doing, the Stabilizing Manager or any person acting on
behalf of the Stabilizing Manager shall act as principal and not as agent of the Issuer or the Guarantor. However,
there is no assurance that the Stabilizing Manager or any person acting on behalf of the Stabilizing Manager will
undertake stabilization action. Any loss or profit sustained as a consequence of any such overallotment or
stabilization shall be for the account of the Joint Lead Managers.
iii

ENFORCEABILITY OF CIVIL LIABILITIES
The Guarantor is a public limited company incorporated under the laws of India. Substantially all of its directors
and key management personnel named herein reside in India and all or a substantial portion of the assets of the
Guarantor and such persons are located in India. As a result, it may not be possible for investors to effect service
of process on the Guarantor or such persons in jurisdictions outside of India, or to enforce against them
judgments obtained in courts outside of India predicated upon civil liabilities of the Guarantor or such directors
and executive officers under laws other than Indian law.
Recognition and enforcement of foreign judgments is provided for under the Code of Civil Procedure, 1908 (the
"Civil Code") on a statutory basis. Section 13 of the Civil Code provides that a foreign judgment shall be
conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been
pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the
case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of
international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where
the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has
been obtained by fraud; or (vi) where the judgment sustains a claim founded on a breach of any law then in force
in India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court,
within the meaning of such section, in any country or territory outside India which the Government of India (the
"Government") has by notification declared to be a reciprocating territory, it may be enforced in India by
proceedings in execution as if the judgment had been rendered by the relevant court in India. However,
Section 44A of the Civil Code is applicable only to monetary decrees, which are not amounts payable in respect
of taxes, other charges of a like nature or in respect of a fine or other penalty, and does not apply to an arbitration
award, even if such award is enforceable as a decree or judgment.
The United Kingdom, Singapore and Hong Kong have been declared by the Government to be reciprocating
territories for the purposes of Section 44A, but the United States has not been so declared. A judgment of a court
in a country which is not a reciprocating territory may be enforced in India only by a fresh suit upon the
judgment and not by proceedings in execution. Such a suit has to be filed in India within three years from the
date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely
that a court in India would award damages on the same basis as a foreign court would if an action were brought
in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court were of the
view that the amount of damages awarded was excessive or inconsistent with Indian public policy. A party
seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of India
("RBI") to repatriate outside India any amount recovered pursuant to such award and any such amount may be
subject to income tax in accordance with applicable laws. Any judgment in a foreign currency would be
converted into Indian Rupees on the date of the judgment and not on the date of the payment.
The Issuer is incorporated in the Republic of Singapore and the Guarantor is incorporated in India. The Issuer is a
special-purpose company with limited assets, while all or a substantial portion of the Guarantor's assets are
located in Europe, India and other jurisdictions. As a result, it may not be possible for investors to effect service
of process outside of Europe, India or the jurisdictions in which the Guarantor conducts its business, including
judgments, upon such persons, or to enforce against the Guarantor in an Indian court, judgments obtained in
courts outside of India.
iv

ENFORCEMENT OF THE GUARANTEE
In the event a guarantee issued by an Indian company on behalf of its wholly owned subsidiary is enforced by a
competent court in a territory other than a "reciprocal territory", the judgment must be enforced in India by a suit
upon the judgment and not by proceedings in execution. Such a suit has to be filed in India within three years
from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. A
party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to repatriate
outside India any amount recovered pursuant to the execution of such a judgment, unless the amount is to be
repatriated pursuant to the guarantee provided under the automatic route. For further details on the recognition
and enforcement of foreign judgments in India, see "Enforcement of Civil Liabilities".
The Guarantor would not be entitled to immunity on the basis of sovereignty or otherwise from any legal
proceedings in India to enforce the Guarantee or any liability or obligation of the Guarantor arising thereunder.
As the Guarantee is an obligation of a type which Indian courts would usually enforce, the Guarantee should be
enforced against the Guarantor in accordance with its terms by an Indian court, subject to the following
exceptions:
· enforcement may be limited by general principles of equity, such as injunction;
· Indian courts have sole discretion to grant specific performance of the Guarantee and the same may not be
available, including where damages are considered by the Indian court to be an adequate remedy, or where the
court does not regard specific performance to be the appropriate remedy;
· actions may become barred under the Limitation Act, 1963, or may be or become subject to set-off or
counterclaim, and failure to exercise a right of action within the relevant limitation period prescribed will
operate as a bar to the exercise of such right;
· any certificate, determination, notification, opinion or the like will not be binding on an Indian court which
will have to be independently satisfied on the contents thereof for the purpose of enforcement despite any
provisions in the documents to the contrary; and
· all limitations resulting from the laws of reorganization, suretyship or similar laws of general application
affecting creditors' rights.
For details on the Indian laws and regulations under which the Guarantee is issued, see "Indian Government
Filings/Approvals".
v

PRESENTATION OF FINANCIAL INFORMATION
Financial Data
All historical non-consolidated financial information in this Offering Memorandum is that of the Guarantor on a
non-consolidated basis. All historical consolidated financial information in this Offering Memorandum is that of
the Guarantor, its consolidated subsidiaries and proportionately consolidated joint ventures. In this Offering
Memorandum, unless otherwise specified, all financial information is of the Group on a consolidated basis.
The annual audited financial statements of the Group, on a consolidated basis, and of the Guarantor, on a
non-consolidated basis, as at and for the years ended March 31, 2012, 2013 and 2014 (collectively, the "Annual
Financial Statements") have each been prepared in accordance with Indian GAAP and the Companies Act (as
defined herein).
Indian GAAP differs in certain respects from generally accepted accounting principles in the International
Financial Reporting Standards ("IFRS"). For a discussion of certain significant differences between Indian
GAAP and IFRS, see "Description of Certain Differences between Indian GAAP and IFRS". In making an
investment decision, investors must rely on their own examination of the Guarantor, the terms of the offering and
the financial information contained in this Offering Memorandum. Potential investors should consult their own
professional advisers for an understanding of the differences between Indian GAAP and US GAAP or IFRS, and
how these differences might affect their understanding of the financial information contained herein.
Information in the Annual Financial Statements is, unless otherwise stated therein, stated in rupees in "crore",
whereas in the rest of this Offering Memorandum, financial information is stated in millions of rupees, unless
otherwise specified. One crore is equal to 10 million.
The Annual Financial Statements have been audited by Deloitte Haskins & Sells LLP, Chartered Accountants, as
set forth in their audit reports included herein.
Reporting Segments
The Group has two segments for financial reporting purposes, which are:
· the steel segment, which is the Group's principal business segment and predominantly includes the production
and sale of finished and semi-finished steel products; and
· the other operations segment, which includes the production and sale of ferro alloys, tubes, bearings, refractory
products and pigments and also includes port operations, municipal services provided to the city of
Jamshedpur and investment activities.
Non-GAAP Financial Measures
As used in this Offering Memorandum, a non-GAAP financial measure is one that purports to measure historical
financial performance, financial position or cash flows, but excludes or includes amounts that would not be so
adjusted in the most comparable IFRS measures. From time to time, reference is made in this Offering
Memorandum to such "non-GAAP financial measures", including EBITDA, or (unless otherwise specified)
earnings before finance income and costs, taxation, depreciation, amortization and impairment and share of
results of associates, and net debt, or (unless otherwise specified) non-current borrowings plus current
borrowings minus cash and cash equivalents, current and non-current restricted cash, and short-term investments.
The Group's management believes that EBITDA, net debt, operating free cash flow, return on average net worth,
return on average capital employed and other non-GAAP financial measures provide investors with additional
information about the Group's performance, as well as ability to incur and service debt and fund capital
expenditure, and are measures commonly used by investors. For more detailed information concerning EBITDA,
see "Summary Financial and Operating Data". The non-GAAP financial measures described herein are not a
substitute for IFRS measures of earnings and may not be comparable to similarly titled measures reported by
other companies due to differences in the way these measures are calculated.
Rounding
Certain amounts and percentages included in this Offering Memorandum have been rounded. Accordingly, in
certain instances, the sum of the numbers in a column may not equal the total figure for that column.
vi

CERTAIN DEFINITIONS
In this Offering Memorandum, unless otherwise specified or the context otherwise requires, "the Guarantor"
refers to Tata Steel Limited, the listed parent company incorporated in India, and "the Group" refers to Tata Steel
Limited and its consolidated subsidiaries and proportionately consolidated joint ventures. References to the
"Issuer" mean ABJA Investment Co. Pte. Ltd.
In this Offering Memorandum, unless otherwise specified, all financial statements and financial data are of the
Group on a consolidated basis. In this Offering Memorandum, unless otherwise specified or the context
otherwise requires, references to "$", "US$" or "U.S. Dollars" are to United States dollars, references to "Rs.",
"rupee", "rupees" or "Indian rupees" are to the legal currency of India, references to "GBP", "pounds" or "£" are
to the official currency of the United Kingdom, references to "CAD" or "C$" are to the official currency of the
Canada, references to "SGD" or "S$" are to Singapore dollars, references to "THB" are to Thai baht and
references to Euro, "Euros" or "" are to the common currency of the Eurozone countries. References to a
particular "Financial Year" are to the financial year ended March 31 of such year. In this Offering Memorandum,
references to "U.S." or "United States" are to the United States of America, its territories and its possessions.
References to "India" are to the Republic of India.
vii

EXCHANGE RATE INFORMATION
The following table sets forth, for the periods indicated, certain information concerning the exchange rates
between Indian rupees and U.S. Dollars. The exchange rates reflect the rates as reported by the RBI.
Period
Period
end
Average
High
Low
2009(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50.95
45.91
52.06
39.89
2010(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.94
47.43
50.53
44.94
2011(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44.65
45.58
47.57
44.03
2012(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51.16
47.95
54.24
43.95
2013(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54.28
54.43
57.33
50.52
2014(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59.89
60.47
68.85
53.67
April 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60.34
60.36
61.19
59.60
May 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59.10
59.32
60.26
58.34
June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60.19
59.76
60.54
58.98
July (through to July 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60.29
59.98
60.46
59.54
(1) Represents the financial year ended March 31 of the year indicated.
The exchange rate on July 18, 2014 as reported by the RBI was Rs.60.29 per US$1.00.
Although certain rupee amounts in this Offering Memorandum have been translated into U.S. Dollars for
convenience, this does not mean that the rupee amounts referred to could have been, or could be, converted into
U.S. Dollars at any particular rate, the rates stated below, or at all. Except as otherwise stated, Indian rupee
amounts as at and for the financial year ended March 31, 2014 were converted to U.S. Dollars at the exchange
rate of US$1.00 = Rs.59.89).
viii