43ZT.L Regulatory News (43ZT)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is for information purposes only and does not constitute or form part of and should not be construed as an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an inducement to enter into investment activity, or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities in India, Hong Kong, Singapore, United Kingdom or the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

This announcement is not for distribution, directly or indirectly, to any person or address in the United States. This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the Securities Act, or pursuant to an applicable exemption from such registration requirement. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States.

ANNOUNCEMENT OF RESULTS OF THE OFFERS

BY

NTPC LIMITED (incorporated with limited liability in the Republic of India)

(THE "ISSUER")

IN RESPECT OF:

INVITATION BY THE ISSUER TO ELIGIBLE HOLDERS (AS DEFINED IN THE TENDER OFFER MEMORANDUM) FOR OFFERS TO TENDER FOR PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING (1) INR20,000,000,000 7.375 PER CENT. NOTES DUE 2021 PAYABLE IN U.S. DOLLARS (ISIN: XS1467374473) (THE "2021 NOTES"); AND/OR (2) INR20,000,000,000 7.25 PER CENT. NOTES DUE 2022 PAYABLE IN U.S. DOLLARS (ISIN: XS1604199114) (THE "2022 NOTES", TOGETHER WITH THE 2021 NOTES, THE "NOTES"), IN EACH CASE, UPON THE TERMS, SUBJECT TO THE CONDITIONS AND IN THE MANNER SET OUT IN THE TENDER OFFER MEMORANDUM (THE "OFFERS")

Reference is made to the announcement made by the Issuer on 7 December 2020 in relation to the Offers. The full terms and conditions of the Offers are set out in the tender offer memorandum dated 7 December 2020 (the "Tender Offer Memorandum"). Unless otherwise defined, capitalised terms used in this announcement but not defined herein shall have the same meanings as given to them in the Tender Offer Memorandum.

This is the Announcement of Results of the Offers referred to in the Tender Offer Memorandum. All documentation relating to the Offers, together with any updates, will be available via the Offer Website: www.lucid-is.com/ntpc.

RESULTS OF THE OFFERS

The Offers commenced on 7 December 2020 and expired at 4:00 p.m. (London time) / 9:30 p.m. (Mumbai time) on 15 December 2020.

As at the Expiration Deadline, the aggregate nominal amount of each series of Notes that had been validly tendered and accepted for purchase are as follows:

The Issuer has accepted all Notes tendered for purchase pursuant to the Offers.

DETERMINATION OF THE REFERENCE RATE

Determination of the Reference Rate will take place at approximately 8:00 a.m. (London time) / 1:30 pm Mumbai time (the "Fixing Time") on 18 December 2020, two Fixing Business Days (the "Fixing Date") prior to the Settlement Date. As soon as reasonably practicable after the Fixing Time on the Fixing Date, the Issuer will announce the Reference Rate and the USD Equivalent of the Purchase Price and the Additional Interest Amount for each series of the Notes. 

SETTLEMENT

The Settlement Date of the Offers is expected to be on or around 22 December 2020. The aggregate amounts of the relevant Purchase Consideration, Accrued Interest Amount and Additional Interest Amount for such Notes will be paid, in immediately available funds, on the Settlement Date to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants through which the relevant Eligible Holders validly tendered their Notes.

Notes which have not been validly accepted for purchase by the Issuer pursuant to the Offers will remain outstanding.

GENERAL

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement is not a tender offer memorandum, a solicitation of an offer to purchase, or a solicitation of an offer to sell, any securities. The Offers have been made solely pursuant to the Tender Offer Memorandum, which sets forth a detailed description of the terms of the Offers.

This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Aditya Dar, Chief General Manager for the Issuer.

CONTACT INFORMATION

Questions and requests for further information and assistance in relation to the Offers should be directed to the Dealer Managers or the Information and Tender Agent:

NTPC LIMITED

16 December 2020

Legal Entity Identifier: 335800Q4TRGJXNLVMB81