TIDM99WX

RNS Number : 0608D

Indian Railway Finance Corporation

14 February 2020

14 February 2020

INDIAN RAILWAY FINANCE CORPORATION LIMITED

(incorporated with limited liability in India)

admission PARTICULARS

Indian Railway Finance Corporation Limited (the "Issuer") has prepared an offering circular dated 20 January 2020 (the "Offering Circular") in connection with its U.S.$2,000,000,000 Global Medium Term Note Programme (the "Programme"). Under the Programme, on 13 February 2020, the Issuer issued U.S.$700,000,000 3.249% Senior Notes due 2030 (the "2030 Notes") and U.S.$300,000,000 3.950% Senior Notes due 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes"). The designated clearing system for the Notes is the Depository Trust Company.

This documents consists of (i) this cover page, (ii) the attached pricing supplement dated 6 February 2020 in relation to the 2030 Notes (the "2030 Notes Pricing Supplement"), (iii) the attached pricing supplement dated 6 February 2020 in relation to the 2050 Notes (the "2050 Notes Pricing Supplement" and, together with the 2030 Notes Pricing Supplement, the "Pricing Supplements") and (iv) the Offering Circular (collectively, these "Admission Particulars").

The Offering Circular has been published on the regulatory news service maintained by the London Stock Exchange (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and is hereby deemed to be incorporated in, and to form part of, these Admission Particulars. The documents listed under "General Inforamtion-Documents" in the Offering Circular may be obtained by contacting the Issuer at gme@irfc.nic.in.

Application has been made to the London Stock Exchange for the Notes to be admitted to London Stock Exchange's International Securities Market (the "ISM"). The ISM is not a regulated market for the purposes of Directive 2004/39/EC.

The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the UK Listing Authority. The London Stock Exchange has not approved or verified the contents of these Admission Particulars.

Responsibility Statement: The Issuer accepts responsibility for the information contained in these Admission Particulars. Having taken all reasonable care to ensure that such is the case, the information contained in these Admission Particulars is, to the best of the Issuer's knowledge, in accordance with the facts and contains no omission likely to affect its import.

No Significant Change Statement: There has been no significant change in the financial or trading position of the Issuer since the date of the most recently published year end figures for the period ended 30 September 2019.

YOU ARE ENCOURAGED TO READ THESE ADMISSION PARTICULARS IN FULL, INCLUDING THE OFFERING CIRCULAR AND THE PRICING SUPPLEMENTS.

Pricing Supplement

Pricing Supplement dated 6 February 2020

INDIAN RAILWAY FINANCE CORPORATION LIMITED

Legal entity identifier (LEI): 335800F2JHSOGXQEBY56

Issue of U.S.$700,000,000 3.249 per cent . Fixed Rate Notes due 2030

under the U.S.$2,000,000,000 Global Medium Term Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 20 January 2020. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the Offering Circular and this Pricing Supplement.

Notification under Section 309B(1)(c) of the SFA - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018") , the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.)

 
1   Issuer:                                                   Indian Railway Finance Corporation Limited 
2   (a) Series Number:                                        02 
    (b) Tranche Number:                                       01 
3   Specified Currency or Currencies:                         U.S. Dollars 
4   Aggregate Nominal Amount: 
    (a) Series:                                               U.S.$700,000,000 
    (b) Tranche:                                              U.S.$700,000,000 
5              Issue Price:                                   100 per cent. of the Aggregate Nominal Amount 
6   (a) Specified Denominations:                              U.S.$200,000 and integral multiples of U.S.$1,000 in 
                                                              excess thereof 
    (b) Calculation Amount:                                   U.S.$1,000 
7   (a) Issue Date:                                           13 February 2020 
    (b) Interest Commencement Date:                           Issue Date 
8   Maturity Date:                                            13 February 2030 
9   Interest Basis:                                           3.249 per cent. Fixed Rate 
                                                               (further particulars specified below) 
10  Redemption/Payment Basis:                                 Redemption at par 
11  Change of Interest Basis or Redemption/Payment Basis:     Not Applicable 
12  Put/Call Options:                                         Change of Control Put 
13  (a) Status of the Notes:                                  Senior 
    (b) Date of Board approval for issuance of Notes          26 July 2019 
    obtained: 
    (c) Date of regulatory approval for issuance of Notes     22 November 2019 
    obtained: 
14  Listing:                                                  Singapore Exchange Securities Trading Limited, India 
                                                              International Exchange (IFSC) Limited 
                                                              and International Securities Market of the London Stock 
                                                              Exchange 
15  Method of distribution:                                   Syndicated 
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 
16  Fixed Rate Note Provisions                                Applicable 
    (a) Rate(s) of Interest:                                  3.249 per cent. per annum payable semi-annually in 
                                                              arrear 
    (b) Interest Payment Date(s):                             13 February and 13 August in each year, commencing on 13 
                                                              August 2020 
    (c) Fixed Coupon Amount(s):                               U.S.$16.245 per Calculation Amount 
    (d) Broken Amount(s):                                     Not Applicable 
    (e) Day Count Fraction:                                   30/360 
    (f) Determination Date(s):                                Not Applicable 
    (g) Other terms relating to the method of calculating     Not Applicable 
    interest for Fixed Rate Notes: 
17  Floating Rate Note Provisions                             Not Applicable 
18  Zero Coupon Note Provisions                               Not Applicable 
19  Index Linked Interest Note Provisions                     Not Applicable 
20  Dual Currency Interest Note Provisions                    Not Applicable 
PROVISIONS RELATING TO REDEMPTION 
21  Call Option                                               Not Applicable 
22  Put Option                                                Not Applicable 
23  Change of Control Put Option:                             Applicable 
24  Final Redemption Amount of each Note:                     U.S.$1,000 per Calculation Amount 
25  Early Redemption Amount(s) per Calculation Amount         U.S.$1,000 per Calculation Amount 
    payable on redemption for taxation reasons 
    or on event of default and/or the method of calculating 
    the same (if required or if different 
    from that set out in Conditions): 
GENERAL PROVISIONS APPLICABLE TO THE NOTES 
26  Form of Notes:                                            Registered Notes: 
                                                              Unrestricted Global Certificate (nominal amount to be 
                                                              confirmed) registered in the name of 
                                                              a nominee for DTC 
                                                              Restricted Global Certificate (nominal amount to be 
                                                              confirmed) registered in the name of a 
                                                              nominee for DTC 
27  Financial Centre(s) or other special provisions relating  New York, London and Mumbai 
    to Payment Days: 
28  Talons for future Coupons or Receipts to be attached to   No 
    Definitive Notes (and dates on which 
    such Talons mature): 
29  Details relating to Partly Paid Notes: amount of each     Not Applicable 
    payment comprising the Issue Price and 
    date on which each payment is to be made and 
    consequences (if any) of failure to pay, including 
    any right of the Issuer to forfeit the Notes and 
    interest due on late payment: 
30  Details relating to Instalment Notes: 
    (a) Instalment Amount(s):                                 Not Applicable 
    (b) Instalment Date(s):                                   Not Applicable 
31  Redenomination, renominalisation and reconventioning      Not Applicable 
    provisions: 
32  Consolidation provision                                   Not Applicable 
33  Other terms or special conditions:                        Not Applicable 
DISTRIBUTION 
34  (a) If syndicated, names of Managers:                     Axis Bank Limited 
                                                               Barclays Bank PLC 
                                                               BNP Paribas 
                                                               MUFG Securities Americas Inc. 
                                                               Standard Chartered Bank 
    (b) Stabilising Manager(s) (if any):                      MUFG Securities Americas Inc. 
35  If non-syndicated, name of relevant Dealer:               Not Applicable 
36  U.S. Selling Restrictions:                                Reg. S Compliance Category 1 / Rule 144A; TEFRA not 
                                                              applicable 
37  Additional selling restrictions:                          Not Applicable 
OPERATIONAL INFORMATION 
38  Any clearing system(s) other than DTC, Euroclear and      Not Applicable 
    Clearstream, Luxembourg and the relevant 
    identification number(s): 
39  Delivery:                                                 Delivery against payment 
40  Additional Paying Agent(s) (if any):                      Not Applicable 
41  ISIN:                                                     Regulation S Notes: US45434M2A91 
                                                               Rule 144A Notes: US45434L2A10 
42  CUSIP:                                                    Regulation S Notes: 45434M2A9 
                                                               Rule 144A Notes: 45434L2A1 
43  Rating:                                                   The Notes are expected to be rated Baa2 by Moody's 
                                                              Investors Service, Inc., BBB- by Standard 
                                                              & Poor's Ratings Services and BBB- by Fitch Ratings 
GENERAL INFORMATION 
44  The aggregate principal amount of Notes in the Currency   Not Applicable 
    issued has been translated into U.S. 
    dollars at the rate of [--], producing a sum of: 
45  Prohibition of Sales to EEA and UK Retail Investors:      Not Applicable 
 

Purpose of Pricing Supplement

This Pricing Supplement comprises the final terms required for issue and admission to trading on the Singapore Exchange Securities Trading Limited, India International Exchange (IFSC) Limited and International Securities Market of the London Stock Exchange of the Notes described herein pursuant to the U.S.$2,000,000,000 Global Medium Term Note Programme of Indian Railway Finance Corporation Limited.

Responsibility

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of Indian Railway Finance Corporation Limited:

By: _______________________

Duly authorised

Annex to the Pricing Supplement

The Offering Circular is hereby supplemented with the following information, which shall be deemed to be incorporated in, and to form part of, the Offering Circular.

The following paragraph shall inserted under the section entitled "Taxation - Indian Taxation" of the Offering Circular:

"Under the Finance Bill, 2020 ("Finance Bill") as part of the Union Budget 2020-21, it is proposed that Section 194LC of Income Tax Act will be amended to extend the withholding tax rate of 5 per cent. on the interest payments against borrowing by way of issue of long-term bonds including infrastructure bonds and issue of Rupee denominated bonds from July 1, 2020 to July 1, 2023 (and which will include Notes). As at the date hereof, the Finance Bill has not received approval of the Indian Parliament). When approved, these changes will take effect from April 1, 2020."

Pricing Supplement

Pricing Supplement dated 6 February 2020

INDIAN RAILWAY FINANCE CORPORATION LIMITED

Legal entity identifier (LEI): 335800F2JHSOGXQEBY56

Issue of U.S.$300,000,000 3.950 per cent. Fixed Rate Notes due 2050

under the U.S.$2,000,000,000 Global Medium Term Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 20 January 2020. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the Offering Circular and this Pricing Supplement.

Notification under Section 309B(1)(c) of the SFA - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.)

 
1   Issuer:                            Indian Railway Finance Corporation 
                                        Limited 
2   (c) Series Number:                 03 
    (d) Tranche Number:                01 
3   Specified Currency or Currencies:  U.S. Dollars 
4   Aggregate Nominal Amount: 
    (e) Series:                        U.S.$300,000,000 
    (f) Tranche:                       U.S.$300,000,000 
5              Issue Price:            100 per cent. of the Aggregate Nominal 
                                        Amount 
6   (g) Specified Denominations:       U.S.$200,000 and integral multiples 
                                        of U.S.$1,000 in excess thereof 
    (h) Calculation Amount:            U.S.$1,000 
7   (i) Issue Date:                    13 February 2020 
    (j) Interest Commencement          Issue Date 
     Date: 
8   Maturity Date:                     13 February 2050 
9   Interest Basis:                    3.950 per cent. Fixed Rate 
                                        (further particulars specified below) 
10  Redemption/Payment Basis:          Redemption at par 
11  Change of Interest Basis           Not Applicable 
     or Redemption/Payment Basis: 
12  Put/Call Options:                  Change of Control Put 
13  (k) Status of the Notes:           Senior 
    (l) Date of Board approval         26 July 2019 
     for issuance of Notes obtained: 
    (m) Date of regulatory             22 November 2019 
     approval for issuance of 
     Notes obtained: 
14  Listing:                           Singapore Exchange Securities Trading 
                                        Limited, India International Exchange 
                                        (IFSC) Limited and International 
                                        Securities Market of the London Stock 
                                        Exchange 
15  Method of distribution:            Syndicated 
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 
16  Fixed Rate Note Provisions         Applicable 
    (n) Rate(s) of Interest:           3.950 per cent. per annum payable 
                                        semi-annually in arrear 
    (o) Interest Payment Date(s):      13 February and 13 August in each 
                                        year, commencing on 13 August 2020 
    (p) Fixed Coupon Amount(s):        U.S.$19.750 per Calculation Amount 
    (q) Broken Amount(s):              Not Applicable 
    (r) Day Count Fraction:            30/360 
    (s) Determination Date(s):         Not Applicable 
    (t) Other terms relating           Not Applicable 
     to the method of calculating 
     interest for Fixed Rate 
     Notes: 
17  Floating Rate Note Provisions      Not Applicable 
18  Zero Coupon Note Provisions        Not Applicable 
19  Index Linked Interest Note         Not Applicable 
     Provisions 
20  Dual Currency Interest             Not Applicable 
     Note Provisions 
PROVISIONS RELATING TO REDEMPTION 
21  Call Option                        Not Applicable 
22  Put Option                         Not Applicable 
23  Change of Control Put Option:      Applicable 
24  Final Redemption Amount            U.S.$1,000 per Calculation Amount 
     of each Note: 
25  Early Redemption Amount(s)         U.S.$1,000 per Calculation Amount 
     per Calculation Amount 
     payable on redemption for 
     taxation reasons or on 
     event of default and/or 
     the method of calculating 
     the same (if required or 
     if different from that 
     set out in Conditions): 
GENERAL PROVISIONS APPLICABLE TO THE NOTES 
26  Form of Notes:                     Registered Notes: 
                                        Unrestricted Global Certificate (nominal 
                                        amount to be confirmed) registered 
                                        in the name of a nominee for DTC 
                                        Restricted Global Certificate (nominal 
                                        amount to be confirmed) registered 
                                        in the name of a nominee for DTC 
27  Financial Centre(s) or             New York, London and Mumbai 
     other special provisions 
     relating to Payment Days: 
28  Talons for future Coupons          No 
     or Receipts to be attached 
     to Definitive Notes (and 
     dates on which such Talons 
     mature): 
29  Details relating to Partly         Not Applicable 
     Paid Notes: amount of each 
     payment comprising the 
     Issue Price and date on 
     which each payment is to 
     be made and consequences 
     (if any) of failure to 
     pay, including any right 
     of the Issuer to forfeit 
     the Notes and interest 
     due on late payment: 
30  Details relating to Instalment 
     Notes: 
    (u) Instalment Amount(s):          Not Applicable 
    (v) Instalment Date(s):            Not Applicable 
31  Redenomination, renominalisation   Not Applicable 
     and reconventioning provisions: 
32  Consolidation provision            Not Applicable 
33  Other terms or special             Not Applicable 
     conditions: 
DISTRIBUTION 
34  (w) If syndicated, names           Axis Bank Limited 
     of Managers:                       Barclays Bank PLC 
                                        BNP Paribas 
                                        MUFG Securities Americas Inc. 
                                        Standard Chartered Bank 
    (x) Stabilising Manager(s)         MUFG Securities Americas Inc. 
     (if any): 
35  If non-syndicated, name            Not Applicable 
     of relevant Dealer: 
36  U.S. Selling Restrictions:         Reg. S Compliance Category 1 / Rule 
                                        144A; TEFRA not applicable 
37  Additional selling restrictions:   Not Applicable 
OPERATIONAL INFORMATION 
38  Any clearing system(s)             Not Applicable 
     other than DTC, Euroclear 
     and Clearstream, Luxembourg 
     and the relevant identification 
     number(s): 
39  Delivery:                          Delivery against payment 
40  Additional Paying Agent(s)         Not Applicable 
     (if any): 
41  ISIN:                              Regulation S Notes: US45434M2B74 
                                        Rule 144A Notes: US45434L2B92 
42  CUSIP:                             Regulation S Notes: 45434M2B7 
                                        Rule 144A Notes: 45434L2B9 
43  Rating:                            The Notes are expected to be rated 
                                        Baa2 by Moody's Investors Service, 
                                        Inc., BBB- by Standard & Poor's Ratings 
                                        Services and BBB- by Fitch Ratings 
GENERAL INFORMATION 
44  The aggregate principal            Not Applicable 
     amount of Notes in the 
     Currency issued has been 
     translated into U.S. dollars 
     at the rate of [--], producing 
     a sum of: 
45  Prohibition of Sales to            Not Applicable 
     EEA and UK Retail Investors: 
 

Purpose of Pricing Supplement

This Pricing Supplement comprises the final terms required for issue and admission to trading on the Singapore Exchange Securities Trading Limited, India International Exchange (IFSC) Limited and International Securities Market of the London Stock Exchange of the Notes described herein pursuant to the U.S.$2,000,000,000 Global Medium Term Note Programme of Indian Railway Finance Corporation Limited.

Responsibility

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of Indian Railway Finance Corporation Limited:

By: _______________________

Duly authorised

Annex to the Pricing Supplement

The Offering Circular is hereby supplemented with the following information, which shall be deemed to be incorporated in, and to form part of, the Offering Circular.

The following paragraph shall inserted under the section entitled "Taxation - Indian Taxation" of the Offering Circular:

"Under the Finance Bill, 2020 ("Finance Bill") as part of the Union Budget 2020-21, it is proposed that Section 194LC of Income Tax Act will be amended to extend the withholding tax rate of 5 per cent. on the interest payments against borrowing by way of issue of long-term bonds including infrastructure bonds and issue of Rupee denominated bonds from July 1, 2020 to July 1, 2023 (and which will include Notes). As at the date hereof, the Finance Bill has not received approval of the Indian Parliament). When approved, these changes will take effect from April 1, 2020."

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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