Bond Airtel Bharti 3.975% ( US64132NAC02 ) in USD

Airtel Bharti

100 % ▲

India

US64132NAC02 ( in USD )

3.975% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Bharti Airtel US64132NAC02 en USD 3.975%, maturity Perpetual

200 000 USD

500 000 000 USD

64132NAC0

BB ( Non-investment grade speculative )

N/A

03/06/2026 ( In 168 days )

Bharti Airtel is a leading global telecommunications services provider with operations in 18 countries across Asia and Africa, offering a wide range of services including mobile and fixed-line telephony, broadband, and digital TV.

The Bond issued by Airtel Bharti ( India ) , in USD, with the ISIN code US64132NAC02, pays a coupon of 3.975% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Airtel Bharti ( India ) , in USD, with the ISIN code US64132NAC02, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS
DEFINED BELOW) UNDER RULE 144A OF THE SECURITIES ACT (AS DEFINED BELOW) OR
(2) PERSONS LOCATED OUTSIDE THE UNITED STATES WHO ARE NOT A "U.S. PERSON" (AS
DEFINED IN REGULATION S OF THE SECURITIES ACT).
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering
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Confirmation of Your Representation: By accepting the e-mail and accessing the attached Offering Memorandum you shall be deemed
to have represented to Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., The Hongkong and Shanghai Banking Corporation
Limited, J.P. Morgan Securities plc, Merrill Lynch (Singapore) Pte. Ltd., Standard Chartered Bank, DBS Bank Ltd. and SMBC Nikko
Capital Markets Limited (each a "Manager" and, collectively, the "Managers") that (1) either (i) you are located within the United States
("U.S.") and you are, or you are acting on behalf of, a "qualified institutional buyer" ("QIB") as defined in Rule 144A of the U.S. Securities
Act of 1933, as amended (the "Securities Act") purchasing the securities described in the attached Offering Memorandum in a transaction
exempt from the registration requirements of the Securities Act, or (ii) you are located outside the U.S. and you are not, and are not acting
for the account or benefit of, a "U.S. person" as defined in Regulation S of the Securities Act ("Regulation S") purchasing the securities
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(2) you consent to the delivery of the attached Offering Memorandum and any amendments or supplements thereto by electronic
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The attached Offering Memorandum has been made available 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 Network i2i Limited (the "Issuer"),
Bharti Airtel Limited (the "Guarantor"), the Managers, the Trustee or the Agents (each as defined in the attached Offering Memorandum)
or any of their respective directors, employees, representatives, affiliates or agents accept any liability or responsibility whatsoever in
respect of any discrepancies between the Offering Memorandum distributed to you in electronic format and the hard copy version. The
Issuer will provide a hard copy version to you upon request.
Restrictions: The attached document is an Offering Memorandum and 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 herein. You are reminded that the information in the attached Offering Memorandum is not complete and may be changed.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore,
as modified or amended from time to time (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
309(A)(1) of the SFA), that the Securities are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and 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).
EU MiFID II product governance/Professional investors and ECPs only target market Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that:
(i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in Directive
2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Securities to eligible counterparties and
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manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance/Professional investors and ECPs only target market Solely for the purposes of the manufacturers'
product approval process, the target market assessment in respect of the securities has led to the conclusion that: (i) the target
market for the securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the securities to eligible
counterparties and professional clients are appropriate. A distributor should take into consideration the manufacturers' target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in

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distribution channels.
PRIIPs Regulation/Prohibition of sales to EEA retail investors -- The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs Regulation/Prohibition of sales to UK retail investors -- The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the
"UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
(the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as
it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Securities
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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 UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT
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SECURITIES DESCRIBED THEREIN.
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STRICTLY CONFIDENTIAL
Network i2i Limited
(Incorporated with limited liability in Mauritius)
U.S.$500,000,000 3.975 per cent. Subordinated Perpetual Securities
guaranteed by
Bharti Airtel Limited
(Incorporated with limited liability in the Republic of India under the Companies Act, 1956)
Issue Price: 99.888%
The subordinated perpetual securities (the "Securities") will be issued in an initial aggregate principal amount of U.S.$500,000,000 by Network i2i Limited (the "Issuer"), a wholly owned subsidiary of Bharti Airtel Limited
(the "Guarantor"). The Securities will be guaranteed (the "Guarantee") by the Guarantor.
The Securities will be unsecured and will constitute subordinated obligations of the Issuer as set forth herein. The Guarantee will be unsecured and will constitute a subordinated obligation of the Guarantor as set forth herein.
The Guarantee will have an initial term of 25 years and three months from the Issue Date, expiring on June 3, 2046. The Guarantor will extend or renew the Guarantee on or prior to such termination date for an additional term
of 25 years and thereafter will extend or renew the Guarantee on each subsequent termination date for an additional term of 25 years, in each case if any Securities remain outstanding on such termination date; provided,
however, that the Guarantor will not be required to extend or renew the Guarantee as aforesaid if it is unable to do so, after using its best endeavors, due to a change in law or regulation effective after the Issue Date (as defined
herein).
The potential liability of the Guarantor under the Guarantee will be capped initially at an amount equal to 150 per cent. of the aggregate principal amount of the Securities issued on the Issue Date. On or prior to the date that
is 15 Business Days after each Reset Date (as defined herein), the Guarantor will increase its potential liability under the Guarantee effective on and after such Reset Date to an amount at least equal to 115 per cent. of the sum
of (i) the aggregate principal amount of the Securities then outstanding, (ii) the aggregate amount of interest payable on such Securities during the Reset Period (after giving effect to the Subsequent Fixed Interest Rate (as
defined herein) for the Reset Period commencing on such Reset Date) commencing on such Reset Date and (iii) any outstanding Arrears of Interest (as defined herein); provided, however, that the Guarantor will not be required
to increase its potential liability under the Guarantee as aforesaid if it is unable to do so, after using its best endeavors, due to a change in law or regulation effective after the Issue Date.
The Securities will bear interest on their principal amount from (and including) the Issue Date (as defined herein) to (but excluding) June 3, 2026 (the "First Reset Date") at a rate of 3.975 per cent. per annum, payable semi-
annually in arrear on June 3 and December 3 in each year, commencing June 3, 2021, except that the first payment of interest, to be made on June 3, 2021 (the "First Interest Payment Date"), will be in respect of the period
from and including the Issue Date to but excluding the First Interest Payment Date.
Thereafter, unless previously redeemed, the Securities will bear interest from (and including) the First Reset Date at a rate per annum which shall be the relevant Treasury Rate (as defined herein) plus the applicable Margin
(as defined herein) for the relevant Reset Period (as defined herein), payable semi-annually in arrear on June 3 and December 3 in each year. If the Issuer does not elect to redeem the Securities following the occurrence of a
Change of Control Triggering Event (as defined herein), the then prevailing interest rate, and each subsequent interest rate otherwise determined as set forth in "Terms and Conditions of the Securities," shall be increased by 5
per cent. per annum with effect from (and including) the date on which the Change of Control Triggering Event occurred. The Issuer may at its discretion elect to defer all or part of any payment of interest on the Securities
unless an Enforcement Event (as defined herein) has occurred. See "Terms and Conditions of the Securities--Optional Interest Deferral." Any amounts so deferred shall constitute Arrears of Interest. The Issuer may pay
outstanding Arrears of Interest, in whole or in part, at any time, provided that it will pay any outstanding Arrears of Interest, in whole but not in part, on the earliest of (1) the fifth Business Day (as defined herein) following
the date of an occurrence of a breach of any of the provisions described under Condition 5(b), (2) the date of any redemption of the Securities as described under Condition 6, (3) the date of any Substitution or Variation Event,
(4) the Winding-Up of the Issuer and (5) the Winding-Up of the Guarantor.
The Issuer may redeem the Securities in whole but not in part on any date prior to March 3, 2026 (the "First Call Date") at the principal amount of the Securities plus a premium set forth in this offering memorandum
("Offering Memorandum") under "Terms and Conditions of the Securities--Redemption--Make-whole Redemption by the Issuer," together with any accrued and unpaid interest up to (but excluding) such date and any
outstanding Arrears of Interest. Thereafter, the Issuer may redeem the Securities in whole but not in part on any date from (and including) the First Call Date to (and including) the First Reset Date or on any Interest Payment
Date thereafter, at their principal amount, together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest. Upon the occurrence of an Accounting Event, a Capital Event, a
Change of Control Triggering Event, a Substantial Repurchase Event, a Tax Event or a Withholding Tax Event (each as defined herein), the Issuer may redeem the Securities in whole, but not in part, at specified prices. See
"Terms and Conditions of the Securities--Redemption."
In addition, the Issuer may, upon the occurrence of an Accounting Event, a Capital Event, a Tax Event or a Withholding Tax Event, as an alternative to redemption, at any time, without the consent of the holders of the
Securities, either (i) substitute all, but not less than all, of the Securities for, or (ii) vary the terms of the Securities with the effect that they remain or become, as the case may be, Qualifying Securities (as defined herein). See
"Terms and Conditions of the Securities--Substitution or Variation."
The Guarantor is concurrently conducting an offering of an aggregate principal amount of U.S.$750,000,000 3.25% senior notes due 2031 (such offering, the "Concurrent Notes Offering"). The Concurrent Notes Offering is
not part of this offering and is being conducted pursuant to a separate Offering Memorandum.
In case of additional market demand for the Securities, the Issuer may launch and price additional securities during the period from this Offering Memorandum to, or shortly after, the Issue Date. Such additional securities, if
issued, could be fully fungible with and consolidated into, and form a single series with, the Securities offered in this Offering Memorandum. The Issuer intends to use the proceeds of any such issuance of additional securities
for the same purposes as the Securities offered pursuant to this Offering Memorandum. Any such offering of additional securities would be offered and sold pursuant to, and on the terms described in, a separate offering
memorandum.
See "Risk Factors" beginning on page 48 for a discussion of certain risks that you should consider in connection with an investment in any of the Securities.
Approval-in-principle has been received from the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of and quotation for the Securities on the Official List of the SGX-ST. The SGX-ST assumes
no responsibility for the correctness of any statements made, opinions expressed or reports contained in this Offering Memorandum. Admission of the Securities to the Official List of the SGX-ST and quotation of the Securities
on the SGX-ST is not to be taken as an indication of the merits of the Securities or the Guarantee, or of the Issuer, the Guarantor or their respective subsidiaries or associated companies (if any). The Securities will be traded
on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in other currencies) for so long as the Securities are listed on the SGX-ST and the rules of the SGX-ST so require. Currently there is no public market
for the Securities.
The Securities and the Guarantee 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 and, subject to certain exceptions,
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Securities are being
offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and within the United States to "qualified institutional buyers" in reliance on Rule 144A under the Securities
Act ("Rule 144A"). Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions on offers, sales and transfers of the Securities and distribution of this Offering Memorandum, see "Plan of Distribution" and "Transfer
Restrictions."
Delivery of the Securities is expected to be made to investors in book-entry form through The Depository Trust Company ("DTC") and its participants, including Euroclear Bank SA/NV ("Euroclear"), and
Clearstream Banking S.A. ("Clearstream") on or about March 3, 2021.
No key information document required by the PRIIPs Regulation or the UK PRIIPs Regulation for offering or selling the Securities or otherwise making them available to retail investors in the European
Economic Area ("EEA") or the United Kingdom ("UK") has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK
may be unlawful under the PRIIPS Regulation. The Offering Memorandum has been prepared on the basis that any offer of the Securities in the UK will be made pursuant to an exemption under Regulation
(EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") from a requirement to publish a prospectus for
offers of Securities. The Offering Memorandum is not a prospectus for the purpose of the UK Prospectus Regulation.
The appointment of the Trustee (as defined below) and the Agents (as defined below) is subject to internal approvals by the entities named as such in this Offering Memorandum.
Lead Managers
Barclays
BofA Securities
BNP PARIBAS
Citigroup
HSBC
J.P. Morgan
Standard
Chartered Bank
Co-Managers
DBS Bank Ltd
SMBC Nikko
Offering Memorandum dated February 25, 2021

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ................................................................................................................................ 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................... 6
FORWARD-LOOKING STATEMENTS ..........................................................................................................12
ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................14
CERTAIN DEFINITIONS AND ABBREVIATIONS .......................................................................................17
SUMMARY ......................................................................................................................................................23
SUMMARY OF THE OFFERING ...................................................................................................................35
SUMMARY FINANCIAL INFORMATION ....................................................................................................41
RISK FACTORS ...............................................................................................................................................48
USE OF PROCEEDS ...................................................................................................................................... 112
CAPITALIZATION ......................................................................................................................................... 113
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF THE GUARANTOR ........... 115
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................126
THE GUARANTOR'S BUSINESS ................................................................................................................167
MANAGEMENT ............................................................................................................................................191
SHARE OWNERSHIP OF THE GUARANTOR ...........................................................................................204
RELATED PARTY TRANSACTIONS ...........................................................................................................205
REGULATION................................................................................................................................................206
DESCRIPTION OF OTHER INDEBTEDNESS ............................................................................................226
TERMS AND CONDITIONS OF THE SECURITIES ...................................................................................229
GLOBAL CERTIFICATES .............................................................................................................................260
CLEARANCE AND SETTLEMENT .............................................................................................................264
DESCRIPTION OF THE ISSUER .................................................................................................................268
INDIAN GOVERNMENT AND OTHER APPROVALS ...............................................................................269
TAXATION .....................................................................................................................................................271
PLAN OF DISTRIBUTION ...........................................................................................................................277
LEGAL PROCEEDINGS ...............................................................................................................................284
TRANSFER RESTRICTIONS .......................................................................................................................318
LEGAL MATTERS .........................................................................................................................................321
i

INDEPENDENT AUDITORS ........................................................................................................................322
SECURITY HOLDERS' REPRESENTATIVE APPOINTMENT LETTER ..................................................323
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORTS .....................324
ii

NOTICE TO INVESTORS
The Issuer, as well as Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Inc., The Hongkong and
Shanghai Banking Corporation Limited, J.P. Morgan Securities plc, Merrill Lynch (Singapore) Pte. Ltd.,
Standard Chartered Bank, DBS Bank Ltd. and SMBC Nikko Capital Markets Limited (together, the
"Managers"), reserve the right to withdraw the offering of the Securities 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 Securities offered hereby.
This Offering Memorandum is personal to the prospective investor to whom it has been delivered by the
Managers and does not constitute an offer to any other person or to the public in general to subscribe for or
otherwise acquire the Securities. 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 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
Securities from qualified 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 from
publicly available sources deemed by it to be reliable. Notwithstanding any investigation that the Managers
may have conducted with respect to the information contained herein, the 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.
This Offering Memorandum does not constitute an offer of, or an invitation to subscribe for or purchase, any
of the Securities or the Guarantee by or on behalf of the Issuer, the Guarantor, the Managers, Citicorp
International Limited as trustee (the "Trustee"), Citibank, N.A., London Branch as the initial principal paying
agent (the "Principal Paying Agent"), any other initial paying agents (together with the Principal Paying Agent,
the "Paying Agents"), Citibank, N.A., London Branch as registrar (the "Registrar"), Citibank, N.A., London
Branch as the calculation agent (the "Calculation Agent") or Citibank, N.A., London Branch as transfer agent
(the "Transfer Agent," and together with the Paying Agents, the Calculation Agent and the Registrar, the
"Agents").
Prospective investors in the Securities should rely only on the information contained in this Offering
Memorandum. None of the Issuer, the Guarantor or the Managers 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 Securities. 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 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 Managers, the Trustee, the Agents
or any person affiliated with the Managers, the Trustee, or the Agents 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 Securities 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
1

should not be relied upon as having been authorized by the Issuer, the Guarantor, the Managers, the Trustee or
the Agents.
The Securities and the Guarantee have not been approved or rescinded by the U.S. Securities and
Exchange Commission ("SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Securities or the accuracy or adequacy of this Offering Memorandum. Any representation
to the contrary is a criminal offence in the United States.
None of the Managers, the Issuer, the Guarantor, the Trustee, the Agents or their affiliates or representatives is
making any representation to any offeree or purchaser of the Securities offered hereby regarding the legality of
any investment by such offeree or purchaser under applicable legal investment or similar laws. None of the
Managers, the Trustee or any Agent 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 Managers, the Trustee or any Agent
accepts any responsibility for the contents of this Offering Memorandum or for any other statement made or
purported to be made by the Managers or on any of their behalves in connection with the Issuer and/or the
Guarantor or the issue and offering of the Securities. Each of the Managers, the Trustee and 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 should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness of the Issuer and the Guarantor, and the terms of
the Securities and the Guarantee being offered, including the merits and risks involved and its purchase
of the Securities and the Guarantee should be based upon such investigations with its own tax, legal and
business advisers as it deems necessary. See section, "Risk Factors" for a discussion of certain factors to
be considered. Any prospective investor in the Securities should be able to bear the economic risk of an
investment in the Securities 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 Securities
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.
This Offering Memorandum has been prepared on the basis that any offer of the Securities in the UK will be
made pursuant to an exemption under the UK Prospectus Regulation from a requirement to publish a prospectus
for offers of the Securities. This Offering Memorandum is not a prospectus for the purpose of the UK Prospectus
Regulation.
This Offering Memorandum has not been and will not be reviewed or approved by any regulatory authority in
India, including the Securities and Exchange Board of India, any Registrar of Companies or any stock exchange
in India. This Offering Memorandum and the Securities are not and should not be construed as an advertisement,
invitation, offer or sale of any securities whether by way of private placement or to the public in India.
This offering is being made in reliance upon exemptions from registration under the Securities Act, for an offer
and sale of securities which does not involve a public offering. If you purchase any of the Securities, you will
be deemed to make certain acknowledgments, representations and agreements set forth under "Transfer
Restrictions."
The distribution of this Offering Memorandum and the offer and sale of the Securities may, in certain
jurisdictions, be restricted by law. None of the Issuer, the Managers, the Trustee or the Agents represent that
this Offering Memorandum may be lawfully distributed, or that any Securities may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
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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 Managers, the Trustee or the Agents which
would permit a public offering of any Securities or distribution of this Offering Memorandum in any jurisdiction
where action for that purpose is required. Accordingly, no Securities 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 Securities must comply with all applicable laws and regulations in force in each
jurisdiction in which it purchases, offers or sells the Securities 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 Securities 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 Securities
may come must inform themselves about, and observe any such restrictions on the distribution of Offering
Memorandum and the offering and sale of the Securities. In particular, there are restrictions on the offer and
sale of the Securities, and the circulation of documents relating thereto, in certain jurisdictions including the
United States, the United Kingdom (the "UK") and the European Economic Area ("EEA") and to persons
connected therewith. See "Plan of Distribution."
This Offering Memorandum is for distribution only to persons who (i) are outside the United Kingdom, (ii)
have professional experience in matters relating to investments falling within Article 19(5) the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement
to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act
2000 (the "FSMA")) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant
persons"). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this document
relates is available only to relevant persons and will be engaged in only with relevant persons.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time to time (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 309(A)(1) of the SFA), that the
Securities are `prescribed capital markets products' (as defined in the CMP Regulations 2018) and 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).
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Securities to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
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customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available
to retail investors in the EEA has been prepared and therefore, offering or selling the Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
UK PRIIPs Regulation/Prohibition of sales to UK retail investors -- The Securities are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules
or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required
by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Securities or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTICE TO MAURITIAN INVESTORS
This Offering Memorandum has not been and will not be registered as a prospectus or a statement in lieu of a
prospectus with the Financial Services Commission of Mauritius. This Offering Memorandum has not been and
will not be approved by any regulatory authority in Mauritius, including, but not limited to, the Financial
Services Commission, the Registrar of Companies or the Stock Exchange of Mauritius. This Offering
Memorandum and the Securities are not and should not be construed as an advertisement, invitation, offer or
sale of any securities to the public of any person resident in Mauritius.
The Securities may not be offered or sold, directly or indirectly, to the public in Mauritius. Neither this Offering
Memorandum, nor any offering material or information contained herein relating to the offer of the Securities,
may be released or issued to the public in Mauritius or used in connection with any such offer. This Offering
Memorandum does not constitute an offer to sell the Securities to the public in Mauritius.
The Mauritius Financial Services Commission is not responsible for the contents of this Offering Memorandum
and shall not be liable to any action in damages suffered in connection with this Offering Memorandum.
REQUIREMENTS OF THE COMPANIES ACT 2001 AS REGARDS THE ISSUE,
TRANSFER AND SECURING SECURITIES UNDER MAURITIUS LAW
Where a Mauritius issuer issues securities, it must keep at its registered office a register of holders of the
securities which must contain (a) the names and addresses of the holders of securities and (b) the amount of
securities held by them. The register must, except when duly closed, be open to the inspection of a holder of
securities.
A register will be deemed to be duly closed if closed in accordance with a provision contained in the terms and
conditions of the securities, the agency deed or any other document relating to or securing the securities during
such period not exceeding in the aggregate thirty (30) days in any year as is specified in such document. An
"agency deed" means a deed executed by a company or the representative of holders of the securities in relation
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