HDFC LIMITED Placement Document

IMPORTANT NOTICE

THIS ISSUE (AS DEFINED BELOW) AND THE ATTACHED PLACEMENT DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER REGULATION 2(1)(SS) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”).

IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an intended recipient of this e-mail, or the attached Placement Document, you are hereby notified that any dissemination, distribution or copying of this e-mail or the attached Placement Document is strictly prohibited. If you have received this e-mail and the attached Placement Document in error, please immediately notify us by reply email and destroy any printouts of the e-mail and this Placement Document. You must read the following before continuing.

The following terms apply to the Placement Document dated August 10, 2020 in relation to the 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") of Housing Development Finance Corporation Limited (the "Company") attached to this e-mail. You are therefore advised to read this page carefully before reading, accessing or making any other use of the attached Placement Document. In accessing the Placement Document, you acknowledge and agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. None of Kotak Mahindra Capital Company Limited, Axis Capital Limited, BNP Paribas, Citigroup Global Markets India Private Limited, Credit Suisse Securities (India) Private Limited, DSP Merrill Lynch Limited, Goldman Sachs (India) Securities Private Limited, HDFC Bank Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited, IIFL Securities Limited, Jefferies India Private Limited, JM Financial Limited, J.P. Morgan India Private Limited, Morgan Stanley India Company Private Limited, Motilal Oswal Investment Advisors Limited, Nomura Financial Advisory and Securities (India) Private Limited, SBI Capital Markets Limited and UBS Securities India Private Limited (the "Book Running Lead Managers") or any person who controls any of them or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail or the attached Placement Document or their respective contents or otherwise arising in connection therewith. You acknowledge that the access to the attached Placement Document is intended for use by you only and you agree you will not forward or otherwise provide access to any other person internal or external, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person, other than to your affiliates and our and their respective members, directors, officers, employees, agents, advisors and funding sources (on a need-to-know basis).

INVESTING IN THE ELIGIBLE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT 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 SECTION TITLED “RISK FACTORS” AS WELL AS INFORMATION CONTAINED ELSEWHERE IN THE ATTACHED PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION.

The Equity Shares and the NCDs are being offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended the “Securities Act” and hereinafter referred to as "U.S. QIBs") in transactions exempt from the registration requirements of the Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”) and the applicable laws of each jurisdiction where such offers and sales occur. The NCDs are being offered or sold to Eligible QIBs which (a) are not entities not being a person resident in India under the FEMA (as defined below), except Eligible FPIs, or (b) are not ‘owned’ or ‘controlled’ by non-residents / persons resident outside India, as defined under FEMA, except Eligible FPIs. The Warrants are not, and will not, in any circumstance, be offered to persons in any jurisdiction outside India and the Warrants and any Equity Shares issued from the exchange of the Warrants are only being offered and sold outside the United States in offshore transactions in reliance on Regulation S. The Warrants be offered or sold to Eligible QIBs which (a) are not entities not being a person resident in India under the FEMA, or (b) are not ‘owned’ or ‘controlled’ by non-residents / persons resident outside India, as defined under FEMA.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Confirmation of Your Representation: You are accessing the attached Placement Document on the basis that you have confirmed your representation, agreement and acknowledgment to each of the Book Running Lead Managers that: (1) you are the intended recipient of the attached Placement Document; (2) you are an eligible “qualified institutional buyer” as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations and not excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations; (3) you agree and acknowledge that if you are allotted more than 5% of the Eligible Securities in the Issue, the Company shall be required to disclose your name and the number of Eligible Securities allotted to you to the Stock Exchanges, and they will make the same available on their website and you consent to such disclosures; (4) you are either (a) a U.S. QIB or (b) outside the United States, the electronic mail address to which this e-mail has been delivered is not located in the United States, its territories or possessions, and any purchase of the securities described in the attached Placement Document will be in an offshore transaction in reliance on Regulation S; (5) you are not a resident in a country where delivery of the attached Placement Document by electronic transmission may not be lawfully made in accordance with the laws of the applicable jurisdiction; and (6) you consent to delivery of the attached Placement Document and any amendments or supplements thereto by electronic transmission.

The attached Placement Document 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. Consequently, none of the Book Running Lead Managers, or any of their respective affiliates or associates or any person who controls any of them, or any of their respective directors, officers, employees or agents or any affiliates or associates of any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies between the Placement Document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.

You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of any Book Running Lead Manager named herein, nor any person who controls it or any director, officer, employee or agent of it, or affiliate or associate of any such person as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions.

Restrictions: The attached Placement Document and notice are 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 and subscription of the Eligible Securities described in the Placement Document. In making an investment decision, investors must rely on their own examination of the merits and risks involved.

THE ELIGIBLE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE EQUITY SHARES AND THE NCDS ARE BEING OFFERED AND SOLD (A) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE U.S. QIBS IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S AND THE APPLICABLE LAWS OF EACH JURISDICTION WHERE SUCH OFFERS AND SALES OCCUR. THE NCDS BE OFFERED OR SOLD TO ELIGIBLE QIBS WHICH (A) ARE NOT ENTITIES NOT BEING A PERSON RESIDENT IN INDIA UNDER THE FEMA (AS DEFINED BELOW), EXCEPT ELIGIBLE FPIS, OR (B) ARE NOT ‘OWNED’ OR ‘CONTROLLED’ BY NON-RESIDENTS / PERSONS RESIDENT OUTSIDE INDIA, AS DEFINED UNDER FEMA, EXCEPT ELIGIBLE FPIS. THE WARRANTS ARE NOT, AND WILL NOT, IN ANY CIRCUMSTANCE, BE OFFERED TO PERSONS IN ANY JURISDICTION OUTSIDE INDIA AND THE WARRANTS AND ANY EQUITY SHARES ISSUED FROM THE EXCHANGE OF THE WARRANTS ARE ONLY BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. THERE WILL BE NO PUBLIC OFFERING OF THE ELIGIBLE SECURITIES IN THE UNITED STATES. THE WARRANTS BE OFFERED OR SOLD TO ELIGIBLE QIBS WHICH (A) ARE NOT ENTITIES NOT BEING A PERSON RESIDENT IN INDIA UNDER THE FEMA, OR (B) ARE NOT ‘OWNED’ OR ‘CONTROLLED’ BY NON-RESIDENTS / PERSONS RESIDENT OUTSIDE INDIA, AS DEFINED UNDER FEMA.

THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT, 2013 AND IS NOT AND SHOULD NOT BE CONSTRUED AS AN OFFER DOCUMENT UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 OR ANY OTHER APPLICABLE LAW. THIS PLACEMENT DOCUMENT IS EXCLUSIVE TO THE RECIPIENT AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE GENERAL PUBLIC TO SUBSCRIBE TO THE SECURITIES DESCRIBED IN THE PLACEMENT DOCUMENT. THE PLACEMENT DOCUMENT IS NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES TO THE PUBLIC IN INDIA. THE ATTACHED PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN INDIA, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, THE NATIONAL HOUSING BANK, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

The attached pre-numbered Placement Document presented is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the 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.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Company or the Book Running Lead Managers to subscribe for or purchase any of the Eligible Securities described therein. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Book Running Lead Managers or any of their eligible affiliates on behalf of the Company in such jurisdiction.

Recipients of this e-mail and the attached Placement Document who intend to subscribe for or purchase the Eligible Securities are reminded that any subscription or purchase of the Eligible Securities may only be made on the basis of the information contained in the final placement document.

You are reminded that you have accessed the attached Placement Document on the basis that you are a person into whose possession this Placement Document 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 download, deliver or forward this document, electronically or otherwise, to any other person, other than to our affiliates and our and their respective members, directors, officers, employees, agents, advisors and funding sources (on a need-to-know basis). If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the Equity Shares described therein.

Actions That You May Not Take: You should not reply by e-mail to this transmission, and you may not purchase any Eligible Securities described in the attached pre-numbered Placement Document by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored, rejected or deleted.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (I) FORWARD, DISTRIBUTE OR DELIVER THE ATTACHED PLACEMENT DOCUMENT, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (II) REPRODUCE SUCH PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISSEMINATION, DISTRIBUTION OR REPRODUCTION OF THIS DISCLAIMER AND THE ATTACHED PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Neither the Company, the Book Running Lead Managers nor any of their affiliates or associates or any person who controls any of them or any of their directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail or the attached Placement Document or their respective contents or otherwise arising in connection therewith.