Placement Document 2020

Disclaimer: Qualified Institutions Placement

IMPORTANT: YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED (THE “COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENT) REGULATIONS, 2018, AS AMENDED (THE "SEBI ICDR REGULATIONS"). PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE.

This disclaimer applies to all persons who view this website. The following disclaimer applies to preliminary placement document, the placement document and any addenda or corrigenda thereto of the Company (the "Documents") filed with BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with the BSE, the “Stock Exchanges”) in relation to the proposed qualified institutions placement (the "Issue”) offering of equity shares (the “Equity Shares”), secured redeemable non-convertible debentures (the “NCDs”) along with warrants exchangeable for equity shares (the “Warrants” and, together with the Equity Shares and the NCDs, the "Eligible Securities"). The Issue is being undertaken in reliance upon Chapter VI of the SEBI ICDR Regulations and Sections 42 and 71 of the Companies Act, 2013, as amended (“Companies Act”), read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, the Securities and Exchange board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended, Housing Finance Companies Issuance of Non-Convertible Debentures on Private Placement Basis (NHB) Directions, 2014, as amended and other applicable provisions of the Companies Act. You are advised to read this disclaimer carefully before reading, accessing or making any other use, in whole or in part, of the Documents. The Documents are available for you to read on screen and to print in PDF format. By accessing the Documents, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Documents presented herein are placed solely to comply with the provisions of Chapter VI of the SEBI ICDR Regulations and Section 42 and 71 of the Companies Act, 2013 and the rules thereunder. The Documents are not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the Eligible Securities to any person or class of investors other than qualified institutional buyers (as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations) within or outside India (“QIBs”).

The Documents have not been and will not be filed as a prospectus with any Registrar of Companies in India under the Companies Act and will not be circulated or distributed to the public in India or any other jurisdiction, and the Issue shall not constitute a public offer in India or any other jurisdiction.

The Documents shall be filed as a private placement offer letter with the Stock Exchanges. The Documents have not been reviewed and approved by any regulatory authority in India or abroad, including the Securities and Exchange Board of India, Reserve Bank of India, National Housing Bank, any registrar of companies in India or any stock exchange in India.

You are reminded that you have accessed the Documents on the basis that you are a person into whose possession the Documents may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

No Eligible Securities mentioned in such materials will be offered or deemed to be offered in India or overseas to the general public or any member of the public in India or any class of investors other than QIBs, who have been delivered a pre-numbered Documents addressed to and inviting such QIB to submit an application form.

The Documents have been made available by the Company on this website in electronic form solely to comply with SEBI ICDR Regulations and the Companies Act. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Documents, in whole or in part. In accessing the Documents, you agree to be bound by the terms and conditions herein, including any modifications to them from time to time.

The placement and distribution of this Documents is being done in reliance on Chapter VI read with Schedule VII of the SEBI ICDR Regulations and Sections 42 and 71 of the Companies Act on a private placement basis and are meant only for QIBs that are eligible to participate in the Issue.

You acknowledge that the access to the Documents is intended for use by you only and you agree not to forward the Documents on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person. You may satisfy yourself that you are not subject to any requirements which prohibit or restrict you from accessing these Documents.

None of the Company, the book running lead managers participating in the Issue (the "Book Running Lead Managers"), nor any of their respective affiliates, accept any liability or responsibility whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Access to this website does not constitute a recommendation by the Company, the Book Running Lead Managers, any of their respective affiliates, or any other party to subscribe to or buy or sell the Eligible Securities.

The Documents may contain statements about future events and expectations that constitute forward-looking statements. There can be no assurance that the results and events contemplated by the forward-looking statements contained there will in fact occur. The Company, its directors, the book running lead managers or any of their respective affiliates do not make any representation or warranty, express or implied, as to, and do not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinion in the Documents.

Please note that because of restrictions imposed by law on soliciting securities business in various jurisdictions, subscription to the issue will not be permitted to residents of certain jurisdictions. The Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company would by virtue of such distribution become subject to new or additional registration requirements. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials.

IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.

THE DOCUMENTS MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE INFORMATION IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE DISTRIBUTION OR USE OF SUCH INFORMATION WOULD BE CONTRARY TO LAW OR REGULATION. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENTS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING HEREIN CONSTITUTES AN OFFER OR SOLICITATION OF ELIGIBLE SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE ELIGIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE ELIGIBLE SECURITIES IN THE UNITED STATES.

INVESTING IN THE ELIGIBLE SECURITIES DESCRIBED IN THE DOCUMENTS PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE ELIGIBLE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE DOCUMENTS PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE ELIGIBLE SECURITIES DESCRIBED IN THE DOCUMENTS.

Access to the Documents has been limited so that it shall not constitute (i) in the United States or elsewhere, a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act), or (ii) an offer or invitation, to the public under the Indian Companies Act, 2013, by or on behalf of the Company or the Book Running Lead Managers.

By accessing the Documents, you will be deemed to represent, agree and confirm that you are not located in the United States and and any purchase of the Eligible Securities described in the attached Documents will be in an offshore transaction in reliance on Regulation S under the Securities Act (as defined in Regulation S under the Securities Act).

The information in the Documents is as of the date thereof and neither the Company, its directors, nor any of the Book Running Lead Managers is under any obligation to update or revise the Documents to reflect circumstances arising after the date thereof.

This disclaimer and the Documents are intended for your information only and may contain legally privileged and/or confidential information. You are hereby notified that any dissemination, distribution, duplication or copying of the Documents, electronically or otherwise, is strictly prohibited.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, Book Running Lead Managers nor any of its affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Documents in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Documents. None of the Company, the Book Running Lead Managers and any of their respective affiliates, accepts any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Failure to comply with this disclaimer may result in a violation of the applicable laws of India and other jurisdictions. Please be advised that to view information on this website, you must accept the conditions of the legal disclaimer.

You are reminded that you are accessing the Documents on the basis that you are a person into whose possession these Documents may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Documents and you must destroy any copies of the Documents in your possession.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.

By clicking on “I Accept”, you are confirming that you are a resident of India and a qualified institutional buyer (as defined in the SEBI ICDR Regulations) and you agree and accept that the information contained herein is not an offer to the public or to any other class of investors. Further, you also confirm that you have read the legal disclaimer as stated above.

The documentation contained in these pages is posted to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company. Further, it does not constitute a recommendation by the Company, the Book Running Lead Managers or any other party to sell or buy securities in the Company.