Mumbai, October 13, 2022: National Highways Infra Trust (“NHIT”), a registered infrastructure investment trust under the InvIT Regulations, sponsored by NHAI (an autonomous authority of the Government of India) has filed a prospectus dated October 11, 2022 (“Prospectus”) for public issue of secured, rated, listed, redeemable, non-convertible debentures of the face value of Rs. 1,000 each (comprising of 3 (three) separately transferable and redeemable principal parts (“STRPP”) namely 1 STRPP A of face value of ₹ 300/-, 1 STRPP B of face value of ₹ 300/- and 1 STRPP C of face value of ₹ 400). The Issue opens on Monday, October 17, 2022 and closes on Monday, November 7, 2022 with an option of early closure.
The proposed issue has a base issue size of Rs. 750 crores with an option to retain oversubscription up to Rs. 750 crores, aggregating up to Rs. 1,500 crores (“Issue”). The NCD issue offers coupon rate of 7.90% p.a. payable semi-annually and Effective Yield of 8.05%per annum for NCD holders in all categories. The NCDs are proposed to be listed on BSE and NSE (collectively, the “Stock Exchanges”) with BSE as the Designated Stock Exchange for the Issue. The NCDs have been rated ‘CARE AAA/Stable’ by CARE Ratings Limited and ‘IND AAA/Stable’ by India Ratings and Research Private Limited.
The minimum application size would be ₹ 10,000 (i.e. 10 NCDs) and thereafter in multiples of ₹ 1,000 (i.e. 1 NCD) thereof. For each NCD allotted, the investors will be allotted 3 STRPPs of different ISINs which are individually tradeable post listing. The NCDs are being issued in form of STRPP A with tenor of 13 years, STRPP B for tenor of 18 years, and STRPP C for tenor of 25 years. Interest payments is through various modes available.
The Net Proceeds are proposed to be utilized towards infusion of debt into the Project SPV of NHIT, repayment of the bridge loan facility of NHIT (availed, if any), and general corporate purposes. The Infusion of funds will help the Project SPV of NHIT meet the obligations under the Concession Agreements and allow the Project SPV of NHIT to acquire necessary rights under the Concession Agreement.
Lead Managers for the Issue are JM Financial Limited, A.K. Capital Services Limited, ICICI Securities Limited, SBI Capital Markets Limited, and Trust Investment Advisors Private Limited. The credit rating agencies appointed are CARE Ratings Limited and India Ratings and Research Private Limited. Registrar to the Issue is KFin Technologies Limited.
The terms of the NCDs offered in the Issue are set out below:
|Type of Instrument||Secured NCDs|
|Face Value / Issue Price of NCDs (₹ / NCDs)||₹1,000 per NCD comprising of
1 STRPP A of Face value of ₹ 300,
1 STRPP B of Face value of ₹ 300; and
1 STRPP C of Face value of ₹ 400
|Minimum Application||₹10,000 (10 NCDs comprising of 10 STRPP A, 10 STRPP B, 10 STRPP C)|
|In Multiples of thereafter (₹)||₹1,000 (1 NCD comprising of 1 STRPP A, 1 STRPP B, 1 STRPP C)|
|STRPP with different ISIN$||STRPP A||STRPP B||STRPP C|
|Tenor||13 Years||18 Years||25 Years|
|Face value per STRPP (₹)||₹ 300||₹ 300||₹ 400|
|Aggregating to ₹ 1,000 (i.e. 1 NCD)|
|Coupon (%) for NCD Holders in Category I, Category II, Category III & Category IV||7.90% p.a. payable semi-annually||7.90% p.a. payable semi-annually||7.90% p.a. payable semi-annually|
|Effective Yield (% per annum) for NCD Holders in Category I, Category II, Category III & Category IV||8.05%||8.05%||8.05%|
|Frequency of Interest Payment||Semi-Annual||Semi-Annual||Semi-Annual|
|Mode of Interest Payment||Through Various Modes available|
|Maturity (from the Deemed Date of Allotment)||13 Years||18 Years||25 Years|
|Redemption Date/ Redemption Schedule **||Staggered Redemption by Face Value for each respective STRPP as per “Principal Redemption Schedule and Redemption Amounts”||Staggered Redemption by Face Value for each respective STRPP as per “Principal Redemption Schedule and Redemption Amounts”||Staggered Redemption by Face Value for each respective STRPP as per “Principal Redemption Schedule and Redemption Amounts”|
|Amount (₹ / NCD) on Redemption Daye/ Maturity for NCD Holders in Category I, Category II, Category III & Category IV **||Six(6) annual payments of ₹50 each, starting from 8th Anniversary* until Maturity||Six(6) annual payments of ₹50 each starting from 13th Anniversary* until Maturity||8 annual payments of ₹50 each starting from 18th Anniversary* until Maturity|
|Put and Call Option||Not Applicable||Not Applicable||Not Applicable|
*Of Deemed Date of Allotment
** For further details, please refer “Issue Structure – Principal Redemption Schedule and Redemption Amounts” on page 270 of this Prospectus and illustrative cash flows given in Annexure I of this Prospectus.
$ Upon Allotment, an Investor will be Allotted all 3 STRPPs of an NCD against the equivalent amount invested by such Investor subject to minimum Application size.
#With respect to each STRPP, coupon will be paid on Semi-Annual basis every 6 months from the Deemed Date of Allotment on the outstanding face value of the relevant STRPP. The coupon accrued on every Redemption Date will be paid along with the Redemption Amount as per the Redemption Schedule for each respective STRPP. The last coupon payment under such STRPP will be made at the time of Maturity (final redemption date) of the said STRPP.
Subject to applicable tax deducted at source (TDS), if any. For further details, please see the section entitled “Statement of Possible Tax Benefits” on page 67 of this Prospectus
Please note that the Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic book of the Stock Exchanges in accordance with the SEBI Operational Circular. However, from the date of oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis. For further details refer section titled “Issue Procedure” on page 272 of the Prospectus dated October 11, 2022.