TTM » Topics » THE ISSUE

This excerpt taken from the TTM 6-K filed Sep 29, 2008.

THE ISSUE

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in “Terms of the Present Issue” on page 241 of this Letter of Offer.

This simultaneous but unlinked issue of Ordinary Shares and ‘A’ Ordinary Shares is being made by the Company as set forth below:

 

    

Ordinary Shares

  

‘A’ Ordinary Shares

Securities issued by the Company

   64,276,164 Ordinary Shares    64,276,164 ‘A’ Ordinary Shares

Rights Entitlement

   One Ordinary Share for every six Ordinary Shares held on the Record Date    One ‘A’ Ordinary Share for every six Ordinary Shares held on the Record Date

Record Date

   September 16, 2008    September 16, 2008

Issue Price

   Rs. 340 per Ordinary Share    Rs. 305 per ‘A’ Ordinary Share

Dividend

   As determined by the Company from time to time.    Five percentage points more than the aggregate rate of dividend determined by the Company on Ordinary Shares for that financial year.

Securities Outstanding prior to the Issue*

   385,656,979 Ordinary Shares    Nil

Securities Outstanding after the Issue**

   449,933,143 Ordinary Shares    64,276,164 ‘A’ Ordinary Shares

Security Codes

  

ISIN: INE155A01014

BSE Code: 500570

NSE Code: TELCO & TATAMOTORS

NYSE Code: TTM

   The Company has applied to the Stock Exchanges and the NSDL/CDSL for grant of security codes for the ‘A’ Ordinary Share

Terms of the Issue

   See “Terms of Present Issue” on page 241 of this Letter of Offer.

Use of Issue Proceeds

   See “Objects of the Issue” on page 23 of this Letter of Offer.

 

* The Issuer, as on August 31, 2008, has the following FCCBs outstanding (i) 2,410 Zero Coupon Convertible Notes (due 2009) of US$ 1000 each, aggregating US$ 2.4 million issued in April 2004 convertible into 184,397 Ordinary Shares/ADSs at an initial conversion price of Rs. 573.106 per share at any time upto March 28, 2009 at the option of the Note holders; (ii) 300,000 1% Convertible Notes (due 2011) of US$ 1000 each, aggregating US$ 300 million issued in April 2004 convertible into 168,56,740 Ordinary Shares/ ADSs at an initial conversion price Rs. 780.400 per share at any time upto March 28, 2011 at the option of the Note holders (iii) 1,176 Zero Coupon Convertible Notes (due 2011) of JP¥ 10,000,000 each, aggregating JP¥ 11,760,000,000 (equivalent US$ 100 million) issued in March 2006 convertible into 44,14,916 Ordinary Shares/ADSs at an initial conversion price Rs. 1,001.39 per share at any time upto February 19, 2011 at the option of the Note holders (iv) 4,900 Zero Coupon Convertible Alternative Reference Securities (due 2012) of US$ 100,000 each aggregating US$ 490 million issued in July 2007 convertible into 20,697,115 Ordinary Shares/ ADSs at an initial conversion price Rs. 960.96 per share or such number of Qualified Securities in accordance with the issue terms, at any time between October 11, 2011 to June 12, 2012 at the option of the Note holders. Pursuant to this rights issuance and the anti-dilution provisions in the terms of the issue of all the above notes, additional securities would be issued on exercise of conversion option by the note holders.

There are 13,131 Ordinary Shares which are held in abeyance, pending disputes resolution amongst Shareholders.

The Issuer has obtained Shareholders approval vide postal ballot on July 14, 2008 for an issue of Ordinary Shares, ‘A’ Ordinary Shares and/or securities linked to, or convertible into Ordinary Shares/ ‘A’ Ordinary Shares, including, but not limited to, depositary receipts in the international market for an amount not more that US$ 1 billion, in one or more tranches. While the terms of the same are not yet finalized, the Company expects to issue the same, post the date on which the Securities under this Letter of Offer are listed or application moneys are refunded on account of the failure of the Issue. Such securities being issued after the record date will not be entitled to rights. If issued post the date on which the Securities under this Letter of Offer are listed after the rights issue, the capital structure may undergo change within six months from the closure of the rights issue.

 

** Assuming full subscription of all the Ordinary Shares and ‘A’ Ordinary Shares issued pursuant to the Issue.

 

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