*Press Release*

*HDFC announces the successful conversion of Warrants with equity shares*

In August 2009, HDFC had made a composite issue of Warrants with
Non-Convertible Debentures (NCDs) of ` 10 lacs each, to Qualified
Institutional Buyers (QIBs) on a Qualified Institutions Placement (QIP)
basis, in accordance with the provisions of Chapter XIII-A of SEBI
(Disclosure and Investor Protection) Guidelines, 2000 (since repealed).

It was the first ever composite issue of NCDs with Warrants by any company
in Asia [ex-Japan], which was offered to and fully subscribed by domestic
institutional investors.

In terms of the said issue, HDFC issued Zero Coupon NCDs aggregating to ` 4,000
crores, out of which NCDs worth ` 2,000 crores were redeemed in August 2011
and the balance ` 2,000 crores were redeemed in August 2012. The proceeds
of the said Zero Coupon NCDs were utilized to subscribe to the preferential
allotment of equity shares offered by HDFC Bank Limited.

In terms of the said issue, every Warrant holder had a right to exchange
the said Warrants with one equity share of ` 2 each of HDFC, on
payment of `600 per equity share and the last date for submission of
the Warrant
Exchange Forms with the prescribed documents and consideration amount was
Friday, August 24, 2012.

Pursuant to the exchange of the Warrants, the Corporation issued and
allotted 5,47,43,150 equity shares of ` 2 each and realised an amount of `
3,284.59 crores, representing 99.95% of the Warrants issued. As of date,
the paid-up equity share capital of HDFC is `* *307.61 crores and the
balance in securities premium account stands at ` 9,297.14 crores

The proceeds from the exchange of Warrants will be utilized to replace the
Zero Coupon Bonds and consequently the Corporation will not earn any
additional interest income on the amounts raised.



Mumbai
September 10, 2012


-- 
CA. Rajesh Desai

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