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in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS CRISIL Limited CRISILHouse, Central Avenue, Hiranandani Business Park, Powai, Mumbai- 400076 Tel: +91 22 3342 3000 (B) Fax: +91 22 3342 3050 Email: crisilratingdesk@crisil.com Website: www.crisil.com Contact Person: Mr. Rupali Shanker SEBI Registration No.: IN/CRA/001/1999 LEGAL ADVISOR TO THE ISSUE J Sagar Associates Vakils House, 18, Sprott Road Ballard Estate Mumbai- 400 001 Tel: +91 22 4341 8500 Fax: +91 22 6656 1515 ADVISORS TO THE ISSUER VNS Legal Advocates 5th Floor, Mookambika Complex 4, Lady Desika Road Mylapore Chennai - 600 004, India Email: shiva@vnslegal.in Tel: + 91 94440 76813, +91 44 2499 7133 Fax: + 91 44 2499 0549 BANKERS TO THE ISSUE Axis Bank Limited, HDFC Bank Ltd, ICICI Bank Limited, IndusInd Bank Limited, Yes Bank Limited Lead Brokers A. K. Stockmart Private Limited, Axis Capital Limited, Bajaj Capital Investor Services Limited, Edelweiss Broking Limited, HDFC Securities Limited, India Infoline Limited, ICICI Securities Limited, Integrated Enterprises (India) Limited, JM Financial Services Limited, Karvy Stock Broking Limited, RR Equity Brokers Private Limited, SMC Global Securities Limited, SPA Securities Limited, SHCIL Services Limited, Tata Securities Limited, Trust Financial Consultancy Services Private Limited BANKERS TO OUR COMPANY Abu Dhabi Commercial Bank, Allahabad Bank, Andhra Bank, Axis Bank Limited, Australia And New Zealand Banking Group Limited, Bank of Bahrain & Kuwait, Bank of America N.A., Bank of Ceylon, Bank of Baroda, Bank of Maharashtra, Bank of India, The Bank of Tokyo – Mitsubishi UFJ Limited, Barclays Bank PLC, Citi Bank N. A., Central Bank of India, Canara Bank, Corporation Bank, City Union Bank Limited , Dhanalaxmi Bank Limited, DBS Bank Limited, Deutsche Bank A. G., Dena Bank, Development Credit Bank Limited, The Federal Bank Limited, HDFC Bank Limited, The Hongkong And Shanghai Banking Corporation Limited, ICICI Bank Limited, IDBI Bank Limited, Indian Bank (Vile Parle (E)), Indian Overseas Bank Ltd, Indusind Bank Limited, Infrastructure Development Finance Limited, ING Vysya Bank Limited, J&K Bank Limited, Karnataka Bank Limited , Karur Vysya Bank Limited, Mizuho Corporate Bank Ltd, Kotak Mahindra Bank Limited, Punjab & Sind Bank, Oriental Bank of Commerce, The Ratnakar Bank Limited, Punjab National Bank, Shinhan Bank, Syndicate Bank, Standard Chartered Bank, The South Indian Bank Limited, State Bank of Bikaner And Jaipur, Small Industries Development Bank of India, State Bank of Hyderabad, Societe Generale, State Bank of Mauritius Limited, State Bank of India, State Bank of Patiala, State Bank of Mysore, Uco Bank, State Bank of Travancore, United Bank of India, Union Bank of India, Yes Bank Limited, Vijaya Bank , UBS AG, Tamilnad Mercantile Bank Limited TABLE OF CONTENTS PAGE NO. OBJECTS OF THE ISSUE 7 ISSUE PROCEDURE 7 PAYMENT INSTRUCTIONS 17 OTHER INFORMATION 23 DETAILS PERTAINING TO THE COMPANY 36 LEGAL AND OTHER INFORMATION 38 RISK FACTORS 40 DECLARATION 43 CENTERS FOR AVAILABILITY AND 44 ACCEPTANCE OF APPLICATION FORMS LIST OF SELF CERTIFICED SYNDICATE 48 BANKS(SCSBS) UNDER THE ASBA PROCESS Declaration Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Issue. The Lead Managers, Co-Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue. Applicants are advised to read the Prospectus filed with Registrar of Companies and the general instructions contained in this application form carefully and to satisfy themselves of the disclosures before making an application for subscription. Unless otherwise specified, all the terms used in this Application Form have the same meaning as in the Prospectus. For a copy of the Prospectus, the applicant may request us and/or the Lead Managers and Co-Lead Managers. Further investors are advised to retain the copy of the Prospectus/Abridged Prospectus for their future reference. Please fill in the Form in English using BLOCK letters. Investors should carefully choose the Series of NCDs they wish to apply for. For details, please refer to section ‘Terms of the Issue’ on page 259 of the Prospectus. 6 Shriram Transport Finance Company Limited
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS DETAILS PERTAINING TO THE ISSUE Our Company and the Lead Managers are not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus. A. Objects Of The Issue 1. Issue Proceeds: The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for our various financing activities including lending and investments, subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in Rupee) Regulations, 2000, and other applicable statutory and/ or regulatory requirements, to repay our existing loans and our business operations including for our capital expenditure and working capital requirements. The Main Objects clause of the Memorandum of Association of our Company permits our Company to undertake the activities for which the funds are being raised through the present Issue and also the activities which our Company has been carrying on till date. Further, in accordance with the Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisitions of shares of any person who is a part of the same group as our Company or who is under the same management as our Company. The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any immovable property. Further, the Company undertakes that Issue proceeds from NCDs allotted to banks shall not be used for any purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as capital market exposure or any other sectors that are prohibited under the RBI regulations. 2. Interim Use of Proceeds: For further details, please refer to the page on 119 of the Prospectus. 3. Monitoring of Utilization of Funds: For further details, please refer to the page on 119 of the Prospectus. b. issue procedure PROCeDURE FOR APPLICATION 4. Availability of Prospectus and Application Forms: Please note that there is a single Application Form for ASBA Applicants as well as Non-ASBA Applicants who are Persons Resident in India. Physical copies of the abridged Prospectus containing the salient features of the Prospectus together with Application Forms may be obtained from: (a) Our Company’s Registered Office and Corporate Office; (b) Offices of the Lead Managers, Co-Lead Managers, Lead Brokers and sub-brokers; (c) Trading Members; and (d) Designated Branches of the SCSBs. Electronic Application Forms may be available for download on the websites of the Stock Exchanges and on the websites of the SCSBs that permit submission of ASBA Applications electronically. A unique application number (“UAN”) will be generated for every Application Form downloaded from the websites of the Stock Exchanges. Our Company may also provide Application Forms for being downloaded and filled at such websites as it may deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the Application Forms virtually online to their account holders. Trading Members of the Stock Exchanges can download Application Forms from the websites of the Stock Exchanges. Further, Application Forms will be provided to Trading Members of the Stock Exchanges at their request. On a request being made by any Applicant before the Issue Closing Date, physical copies of the Prospectus and Application Form can be obtained from the Company’s Registered and Corporate Office, as well as offices of the Lead Managers and the Co-Lead Managers. Electronic copies of the Prospectus will be available on the websites of the Lead Managers, the Co- Lead Managers, the Designated Stock Exchange, SEBI and the SCSBs. 5. Who are eligible to apply for NCDs? The following categories of persons are eligible to apply in the Issue: Category I : Institutional Investors: • Resident public financial institutions as specified in Section 4 A of the Companies Act, 1956, authorized to invest in the NCDs; • Statutory corporations including State Industrial Development Corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs; • Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs; • Indian alternative investment funds registered with SEBI; • Indian insurance companies registered with the IRDA; • Indian Mutual Funds registered with SEBI; • National Investment Fund set up pursuant to the resolution F. No. 2/3/2005-DD-II dated November 23, 2005 by the Government of India; and Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the Department of Posts, India Category II: Non Institutional Investors: • Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs; • Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs; • Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs; • Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs. Category III: High Net-worth Individual, (“HNIs”), Investors • Resident Indian individuals who apply for NCDs aggregating to a value more than ` 5 lacs, across all Series of NCDs; and • Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than ` 5 lacs, across all Series of NCDs. Category IV: Retail Individual Investors • Resident Indian individuals who apply for NCDs aggregating to a value not more than ` 5 lacs, across all Series of NCDs; and Shriram Transport Finance Company Limited 7
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