Abridged Letter of Offer Equity 01102021
Abridged Letter of Offer Equity 01102021
Abridged Letter of Offer Equity 01102021
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NAME OF THE LEAD MANAGERS AND CONTACT DETAILS
Goldman Sachs (India) Securities Private Limited HDFC Bank Limited
951-A, Rational House, Appasaheb Marathe Marg, Investment Banking Group, Unit No. 401 & 402, 4th Floor,
Prabhadevi, Mumbai 400 025, Maharashtra, India Tower B, Peninsula Business Park,
Telephone: +91 22 6616 9000 Lower Parel, Mumbai 400 013, Maharashtra, India
E-mail: [email protected] Telephone: +91 22 3395 8233; E-mail: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected]
Website: http://www.goldmansachs.com Website: www.hdfcbank.com
Contact Person: Rishabh Garg Contact Person: Harsh Thakkar / Ravi Sharma
SEBI Registration No.: INM000011054 SEBI Registration No.: INM000011252
ICICI Securities Limited JM Financial Limited
ICICI Centre, H.T. Parekh Marg, Churchgate, 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi,
Mumbai, – 400 020, Maharashtra, India Mumbai 400 025, Maharashtra, India
Telephone: +91 22 2288 2460 Telephone: +91 22 6630 3030; + 91 22 6630 3262
E-mail: [email protected] Email: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance Email: [email protected]
Website: www.icicisecurities.com Website: www.jmfl.com
Contact Person: Sameer Purohit / Akhil Mohod Contact Person: Prachee Dhuri
SEBI Registration Number: INM000011179 SEBI Registration Number: INM000010361
Name of Registrar to the KFin Technologies Private Limited
Issue and contact details (Formerly known as Karvy Fintech Private Limited)
Address: Selenium, Tower B, Plot No- 31 and 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi 500 032, Telangana, India.
Telephone Number: +91 40 6716 2222; Fax: +91 40 2343 1551; Toll free number: 18003094001
Website: www.kfintech.com; Email: [email protected]
Investor grievance e-mail: [email protected]
Contact Person: M Murali Krishna; SEBI Registration No.: INR000000221
Name of Statutory Auditors Deloitte Haskins & Sells LLP, Chartered Accountants
Self-Certified Syndicate The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process
Banks (“SCSBs”) is provided on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.
do?doRecognisedFpi=yes&intmId=34 and updated from time to time. For a list of branches of
the SCSBs named by the respective SCSBs to receive the ASBA Forms from the Designated
Intermediaries, please refer to the above-mentioned link.
Banker to the Issue Kotak Mahindra Bank Limited
Kotak Infiniti, 6th floor, Building No. 21, Infinity Park, Off Western Express Highway,
General, AK Vaidya Marg, Malad (E), Mumbai -400 097, Maharashtra, India
Telephone: +91 22 6605 6588; Fax Number: +91 22 6713 2416
E-mail: [email protected]; Website: www.kotak.com
Contact Person: Mr. Prashant Sawant
SEBI Registration Number: INB100000927
1. Summary of business
We are the world’s second largest provider of telecommunications services, based on total mobile connections on sum of
consolidated subsidiaries (Source: GSMA Intelligence) with operations in 18 countries across Asia and Africa.
2. Summary of Objects of the Issue and Means of Finance:
Requirement of funds and utilisation of Net Proceeds
The proposed utilisation of the Net Proceeds is set forth in the table below: (In ` million)
Particulars Amount
Pre-payment or repayment, repurchase of all or a portion of certain borrowings (including 1,59,254.16#
interest thereon) and other liabilities availed, as applicable, by our Company and our
Subsidiaries, including deferred payment term liabilities to DoT
General corporate purposes* 50,255.16#
Total 209,509.32#
* Assuming full subscription in the Issue and receipt of all Call Monies with respect to the Rights Equity Shares in the Issue and subject
to finalization of Basis of Allotment and the Allotment, and to be adjusted per the Rights Entitlement ratio. The amount utilized towards
general corporate purposes shall not exceed 25% of the Gross Proceeds.
# Rounded off to two decimal places.
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Means of Finance
Our Company proposes to meet the entire funding requirements for the proposed objects of the Issue from the Net Proceeds
and identifiable internal accruals. Therefore, our Company is not required to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue and
existing identifiable internal accruals. Further, our Company’s funding requirements and deployment schedules are subject to
revision in the future at the discretion of our management and may require changes in making two more additional calls in the
future, as may be decided by the Board / Committee of the Board from time to time, with respect to the Rights Equity Shares
for the balance ` 401.25 per Rights Equity Share which constitutes 75% of the Issue Price. If additional funds are required
for the purposes mentioned above, such requirement may be met through internal accruals, additional capital infusion, debt
arrangements or any combination of them.
3. Name of Monitoring Agency: Axis Bank Limited
4. Equity Shareholding Pattern:
(i) The shareholding pattern of our Company as on June 30, 2021, can be accessed on the websites of BSE at https://www.
bseindia.com/stock-share-price/bharti-airtel-ltd/bhartiartl/532454/shareholding-pattern/; and NSE at https://www1.
nseindia.com/corporates/corporateHome.html?id=spatterns&radio_btn=company¶m=BHARTIARTL , respectively.
(ii) The statement showing holding of Equity Shares of persons belonging to the category “Promoter and Promoter Group”
including the details of lock-in, pledge of and encumbrance thereon, as on June 30, 2021, can be accessed on the websites of BSE
at https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=532454&qtrid=110.00&QtrName=June%20
2021 and NSE at https://www1.nseindia.com/corporates/corporateHome.html?id=spatterns&radio_
btn=company¶m=BHARTIARTL, respectively.
(iii) The statement showing holding of securities of persons belonging to the category “Public” including Equity Shareholders
holding more than 1% of the total number of Equity Shares as on June 30, 2021, as well as details of shares which
remain unclaimed for public can be accessed on the websites of BSE, at https://www.bseindia.com/corporates/
shpPublicShareholder.aspx?scripcd=532454&qtrid=110.00&QtrName=June%202021 and NSE at https://www1.nseindia.
com/corporates/corporateHome.html?id=spatterns&radio_btn=company¶m=BHARTIARTL, respectively
5. Board of Directors
Sr. Name Designation Directorship positions held
No.
1. Mr. Sunil Bharti Chairman and Indian Companies:
Mittal Whole-time 1. Bharti Telecom Limited;
Director 2. Airtel Payments Bank Limited;
3. Bharti (SBM) Holdings Private Limited;
4. Bharti Overseas Private Limited;
5. Bharti (SBM) Resources Private Limited;
6. Bharti Enterprises (Holding) Private Limited;
7. Bharti (Satya) Trustees Private Limited;
8. Bharti SBM Trustees II Private Limited;
9. Bharti (SBM) Services Private Limited;
10. Bharti (SBM) Trustees Private Limited;
11. Satya Bharti Foundation;
12. Bharti SBM Trustees S2 Private Limited;
13. Bharti SBM Trustees D1 Private Limited; and
14. Bharti SBM Trustees S1 Private Limited.
Foreign Companies:
1. Qatar Endowment;
2. Airtel Africa plc;
3. Network i2i (UK) Limited; and
4. Oneweb Holdings Limited (formerly known as Bidco 100 Limited).
2. Mr. Gopal Vittal Managing Indian Companies:
Director & CEO 1. Satya Bharti Foundation;
(India & South 2. Airtel Payments Bank Limited; and
Asia) 3. Indus Towers Limited.
Foreign Companies:
None.
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Sr. Name Designation Directorship positions held
No.
3. Ms. Chua Sock Non-Executive Indian Companies:
Koong Director 1. Bharti Telecom Limited.
Foreign Companies:
1. Defence Science and Technology Agency;
2. Cap Vista Pte Ltd; and
3. Prudential Plc
4. Mr. Rakesh Bharti Non-Executive Indian Companies:
Mittal Director 1. Fieldfresh Foods Private Limited;
2. DM Buildwell Private Limited;
3. Bharti Realty Limited;
4. Bharti (RM) Holdings Private Limited;
5. Bharti AXA Life Insurance Company Limited;
6. Bharti AXA General Insurance Company Limited;
7. Bharti Overseas Private Limited;
8. Bharti (RM) Resources Private Limited;
9. Bharti (RM) Services Private Limited;
10. Bharti Enterprises (Holding) Private Limited;
11. Bharti (RM) Trustees Private Limited;
12. Bharti (Satya) Trustees Private Limited;
13. Indian School of Business;
14. Satya Bharti Foundation;
15. Bharti RM Trustees S2 Private Limited;
16. Bharti RM Trustees S1 Private Limited; and
17. Bharti RM Trustees II Private Limited.
Foreign Companies:
None.
5. Mr. Tao Yih Arthur Non-Executive Indian Companies:
Lang Director 1. Bharti Telecom Limited.
Foreign Companies:
1. Singtel Asian Investments Pte Ltd;
2. Singtel Strategic Investments Pte Ltd;
3. Singasat Pte Ltd;
4. Singtel Global Investment Pte Ltd;
5. ST Dynamo Holdings Pte Ltd;
6. Singapore Telecom International Pte Ltd;
7. Singtel International Investments Private Limited;
8. Singtel Consultancy Pte Ltd;
9. Singtel Alpha Investments Pte Ltd;
10. Magenta Investments Limited;
11. Pastel Limited (and branch in Singapore);
12. Singtel Pakistan Investments Ltd.;
13. ST Dynamo SG Pte. Ltd.;
14. Singtel FinGroup Investment Pte. Ltd.;
15. SFG FinTech Investment Pte. Ltd.;
16. SingCash Pte. Ltd.;
17. SFG Digibank Investment Pte. Ltd.;
18. Digital Games International Pte. Ltd;
19. Intouch Holdings Public Company Limited;
20. Dataspark Pte. Ltd.;
21. Singtel Digitel Life Pte. Ltd.;
22. Singtel Group Treasury Pte. Ltd.;
23. Singtel ICT Pte. Ltd.;
24. Singtel Enterprise Security Pte. Ltd.;
25. Singtel Cyber Security (Asia Pacific) Pte. Ltd.;
26. Singtel Mobile Singapore Pte. Ltd.;
27. Singtel Singapore Pte. Ltd.;
28. Singtel Cyber Security (Singapore) Pte. Ltd.; and
29. SingNet Pte. Ltd.
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Sr. Name Designation Directorship positions held
No.
6. Mr. Dinesh Kumar Independent Indian Companies:
Mittal Director 1. Max Financial Services Limited;
2. Balrampur Chini Mills Limited;
3. Max Ventures and Industries Limited;
4. Trident Limited;
5. Niva Bupa Health Insurance Company Limited;
6. Business Strategy Advisory Services Private Limited;
7. HSBC Asset Management (India) Private Limited;
8. Arohan Financial Services Limited; and
9. Ergos Business Solutions Private Limited.
Foreign Companies:
None.
7. Mr. Manish Independent Indian Companies:
Santoshkumar Director 1. Bajaj Holdings & Investment Limited;
Kejriwal 2. Bajaj Finserv Limited;
3. International Foundation for Research and Education; and
4. Parksons Packaging Limited.
Foreign Companies:
None.
8. Mr. Shishir Independent Indian Companies:
Priyadarshi Director None.
Foreign Companies:
None.
9. Mr. Vegulaparanan Independent Indian Companies:
Kasi Viswanathan Director 1. KSB Limited;
2. United Spirits Limited;
3. ABB India Limited;
4. HDFC Life Insurance Company Limited;
5. Magma HDI General Insurance Company Limited; and
6. TransUnion CIBIL Limited.
Foreign Companies:
None.
10. Ms. Kimsuka Independent Indian Companies:
Narasimhan Director 1. Astrazeneca Pharma India Limited.
Foreign Companies:
None.
11. Ms. Nisaba Godrej Independent Indian Companies:
Director 1. Godrej Agrovet Limited;
2. Godrej Consumer Products Limited;
3. VIP Industries Limited;
4. Mahindra and Mahindra Limited;
5. Godrej Seeds & Genetics Limited; and
6. Innovia Mutliventures Private Limited.
Foreign Companies:
None.
6. Details of the Issuer or any of its promoters or directors being a wilful defaulter:
Neither our Company nor our Promoter or our Directors have been or are identified as Wilful Defaulters.
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7. FINANCIAL STATEMENT SUMMARY
(` in millions)
Particulars As and for the period / year ended
30-Jun-21 31-Mar-21
Total Revenue from Operations 2,68,536 10,06,158
Profit/(Loss) Before depreciation, amortisation, finance costs, Share of 1,31,901 4,60,145
Profit/(Loss) of Associates and Joint Ventures, Exceptional Item and Tax
Profit/(Loss) for the year/period 9,414 (2,34,207)
Equity Share Capital 27,460 27,460
Other Equity 5,64,574 5,62,067
Net worth 5,70,265 5,67,758
Basic earnings per share (in `)^ 0.52 # (27.65)
Diluted earnings per share (in `)^ 0.52 #
(27.65)
Return on Net Worth (%) 0.50 # (26.57)
Net asset value per Equity Share (in `) 149.48 147.90
# Not Annualised
^Including discontinued operations for year ended March 31, 2021
Based on
1. Audited consolidated financial statements as at and for the year ended March 31, 2021
2. Audited interim condensed consolidated financial statements as at and for the three month period ended June 30, 2021
8. INTERNAL RISK FACTORS
The below mentioned risks are the top 5 risk factors as per the Letter of Offer:
1. Our business and operations, and that of our customers and suppliers, have been and may continue to be adversely affected
by the COVID-19 pandemic or other similar outbreaks, particularly if the economies of the countries in which we operate
are affected for a significant amount of time.
2. The telecommunications market is highly regulated and subject to change in laws, regulations or governmental policy.
3. Our Company and our subsidiary Bharti Hexacom are involved in material legal proceedings pertaining to adjusted gross
revenue.
4. We are involved in certain material legal proceedings which may adversely affect our operations and financial position.
5. We may have to pay additional spectrum charges for excess spectrum held or surrender excess spectrum held by us to the GoI.
For further details, see the section “Risk Factors” on page 22 of the Letter of Offer.
9. SUMMARY TABLE OF OUTSTANDING LITIGATIONS
The Summary of legal proceedings involving our Company and Subsidiaries as on date of the Letter of Offer are set out below:
Type of Proceedings Number of Amount**++
cases (` in million)
Cases against our Company
Issues involving moral turpitude or criminal liability+ 21 -
Material violations of Statutory Regulations*#++ 66 152,975.21
Direct tax proceedings - -
Indirect tax proceedings - -
Other pending matters which, if they result in an adverse outcome would materially and 2 44,842
adversely affect the operations or the financial position of our Company
Cases against our Subsidiaries
Issues involving moral turpitude or criminal liability + 13 -
Material violations of Statutory Regulations ^++ 35 22,955.39
Direct tax proceedings
Indirect tax proceedings 1 11,429.73
Other pending matters which, if they result in an adverse outcome would materially and 1 -
adversely affect the operations or the financial position of our Company
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* In addition to these amounts, `439,800 million are the total AGR dues of the Company and Hexacom (including Telenor
which merged with the Company) as per the decisions of the Supreme Court in the AGM matter. As per directions of the
Supreme Court in its judgment dated September 1, 2020, the said amount is to be paid in instalments i.e. first instance of
payment of 10% of the total dues by March 31, 2021 and thereafter yearly instalments commencing from April 1, 2021 to
March 31, 2031 with 8% interest. The company has paid a sum of `180,040 million towards its dues. Subject to the terms
and conditions of the Telenor transaction, there is a contractual indemnity from Telenor towards its AGR dues For details,
please see the chapter on Outstanding Litigation and Defaults.
** Such amount has been converted into Rupees using oanda.com at the prevailing conversion rate as of June 30, 2021.
# This also includes matters initiated by the Company for recovery of dues. Please see the chapter on Outstanding Litigation
and Defaults for details.
^ AGR dues of Bharti Hexacom Limited of `9250 Mn are included within the AGR dues of the Company and are not
separately included in cases against subsidiaries Refer to footnote (*) above for the total of AGR dues.
+ Since the cases involved are criminal in nature, the entire amounts may not be quantifiable.
++ To the extent quantifiable
For further details, see “Outstanding Litigation and Defaults” on page 394 of the Letter of Offer.
10. TERMS OF THE ISSUE
Process of Making an Application in the Issue
In accordance with Regulation 76 of the SEBI ICDR Regulations, the ASBA Circulars, all Investors desiring to make
an Application in the Issue are mandatorily required to use the ASBA process. Investors should carefully read the
provisions applicable to such Applications before making their Application through ASBA.
The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to make Applications
in the Issue basis the Rights Entitlement credited in their respective demat accounts or demat suspense escrow account, as
applicable. For further details on the Rights Entitlements and demat suspense escrow account, see “Terms of Issue-Credit of
Rights Entitlements in demat accounts of Eligible Equity Shareholders” on page 447 of Letter of Offer.
Please note that one single Application Form shall be used by Investors to make Applications for all Rights Entitlements
available in a particular demat account or entire respective portion of the Rights Entitlements in the demat suspense escrow
account in case of resident Eligible Equity Shareholders holding shares in physical form as on Record Date and applying in
the Issue, as applicable. In case of Investors who have provided details of demat account in accordance with the SEBI ICDR
Regulations, such Investors will have to apply for the Equity Shares from the same demat account in which they are holding the
Rights Entitlements and in case of multiple demat accounts, the Investors are required to submit a separate Application Form
for each demat account.
Investors may apply for the Equity Shares by submitting the Application Form to the Designated Branch of the SCSB or online/
electronic Application through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block
Application Money payable on the Application in their respective ASBA Accounts.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein:
(i) the ASBA Account in which an amount equivalent to the amount payable on Application as stated in the Application Form
will be blocked by the SCSB.
Applicants should note that they should very carefully fill-in their depository account details and PAN in the Application
Form or while submitting application through online/electronic Application through the website of the SCSBs (if made
available by such SCSB). Please note that incorrect depository account details or PAN or Application Forms without
depository account details shall be treated as incomplete and shall be rejected. For details see “- Grounds for Technical
Rejection” on page 444 of Letter of Offer. Our Company, the Lead Managers, the Registrar and the SCSBs shall not be
liable for any incomplete or incorrect demat details provided by the Applicants.
Making of an Application through the ASBA process
Investors are required to have an ASBA enabled bank account with an SCSB, prior to making the Application. Investors may
submit the Application Form in physical mode to the Designated Branches of the SCSB or online/ electronic Application
through the website of the SCSBs (if made available by such SCSB) for authorizing such SCSB to block Application Money
payable on the Application in their respective ASBA Accounts. Investors should ensure that they have correctly submitted the
Application Form and have provided an authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA
Account equivalent to the Application Money mentioned in the Application Form, as the case may be, at the time of submission
of the Application.
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to https://www.sebi.
gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34.
Making of an Application by Eligible Equity Shareholders on Plain Paper
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an Application to subscribe
to the Issue on plain paper in case of non-receipt of Application Form as detailed above. In such cases of non-receipt of the
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Application Form through e-mail or physical delivery (where applicable) and the Eligible Equity Shareholder not being in a
position to obtain it from any other source may make an Application to subscribe to the Issue on plain paper with the same
details as per the Application Form that is available on the website of the Registrar, Stock Exchanges or the Lead Managers.
An Eligible Equity Shareholder shall submit the plain paper Application to the Designated Branch of the SCSB for authorising
such SCSB to block Application Money in the said bank account maintained with the same SCSB. Applications on plain paper
will not be accepted from any address outside India.
Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be entitled to
renounce their Rights Entitlements and should not utilize the Application Form for any purpose including renunciation even if
it is received subsequently.
The Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as
per specimen recorded with his/her bank, must reach the office of the Designated Branch of the SCSB before the Issue Closing
Date and should contain the following particulars:
1. Name of our Company, being Bharti Airtel Limited;
2. Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as per specimen
recorded with our Company or the Depository);
3. Folio Number (in case of Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date)/DP
and Client ID;
4. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed
by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names,
irrespective of the total value of the Equity Shares applied for pursuant to the Issue.
5. Number of Equity Shares held as on Record Date;
6. Allotment option – only dematerialised form;
7. Number of Rights Equity Shares entitled to;
8. Number of Rights Equity Shares applied for within the Rights Entitlements;
9. Number of additional Rights Equity Shares applied for, if any (applicable only if entire Rights Entitlements have been
applied for);
10. Total number of Rights Equity Shares applied for;
11. Total amount paid at the rate of ` 133.75 per Rights Equity Share;
12. Details of the ASBA Account such as the SCSB account number, name, address and branch of the relevant SCSB;
13. In case of non-resident Eligible Equity Shareholders making an application with an Indian address, details of the NRE/
FCNR/NRO account such as the account number, name, address and branch of the SCSB with which the account is
maintained;
14. Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application Money in the ASBA
Account;
15. Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence and order as they
appear in the records of the SCSB); and
16. All such Eligible Equity Shareholders are deemed to have accepted the following:
“Purchaser Representations and Transfer Restrictions
Any person who acquires Rights Entitlements and / or Rights Equity Shares, by its acceptance of the Letter of Offer / Abridged
Letter of Offer or of the Rights Entitlements or Rights Equity Shares, will be deemed to have declared, represented, warranted
and agreed with our Company and the Lead Managers as follows:
• It will comply with all laws, regulations and restrictions (including the transfer restrictions contained herein) which may
be applicable in your jurisdiction and it has obtained or will obtain any consent, approval or authorization required for it
to purchase and accept delivery of Rights Entitlements and / or Equity Shares, and it acknowledges and agrees that none
of us or the Lead Managers and their respective affiliates shall have any responsibility in this regard;
• It certifies that it is, or at the time the Rights Entitlements and / or Rights Equity Shares are purchased will be, (a) the
beneficial owner of such Rights Entitlements and / or Rights Equity Shares, it is located outside the United States of
America (within the meaning of Regulation S), and it has not purchased the Rights Entitlements and / or Rights Equity
Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of
Rights Entitlements and / or Rights Equity Shares or an economic interest therein to any person in the United States; or
(b) it is a broker-dealer acting on behalf of a customer and its customer has confirmed to it that (i) such customer is, or at
the time the Rights Entitlements and / or Rights Equity Shares are purchased will be, the beneficial owner of such Rights
Entitlements and / or Rights Equity Shares, (ii) such customer is located outside the United States of America (within the
meaning of Regulation S), and (iii) such customer has not purchased the Rights Entitlements and / or Rights Equity Shares
for the account or benefit of any person in the United States or entered into any arrangement for the transfer of the Rights
Entitlements and / or Rights Equity Shares or an economic interest therein to any person in the United States;
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• It understands and agrees (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that
such customer understands and agrees) that the Rights Entitlements and / or Rights Equity Shares are being offered in
a transaction not involving any public offering within the meaning of the Securities Act, have not been and will not be
registered under the Securities Act or any state securities laws in the United States; if, in the future, it decides to offer,
resell, renounce, pledge or otherwise transfer such Rights Entitlements and / or Rights Equity Shares, or any economic
interest therein, such Rights Entitlements and / or Rights Equity Shares or any economic interest therein may be offered,
sold, renounced, pledged or otherwise transferred only (A) in an offshore transaction complying with Rule 903 or Rule 904
of Regulation S under the Securities Act; and (B) in accordance with all applicable laws, including the securities laws of
the States of the United States and any other jurisdiction in which such offers or sales are made;
• It is not an affiliate of our Company or a person acting on behalf of an affiliate;
• It agrees (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer
agrees) that neither it, nor any of its affiliates, nor any person acting on its behalf, are purchasing the Equity Shares as a
result of any or directed selling efforts (as defined in Regulation S under the Securities Act);
• It will base its investment decision on a copy of the Letter of Offer and the Abridged Letter of Offer. It acknowledges that
neither the Company nor any of its affiliates nor any other person (including the Lead Manager) or any of their respective
affiliates has made or will make any representations, express or implied, to it with respect to the Company, the Issue,
the Rights Entitlements and / or Rights Equity Shares, the accuracy, completeness or adequacy of any financial or other
information concerning the Company, the Issue or the Rights Entitlements and / or Rights Equity Shares, other than (in the
case of the Company only) the information contained in the Letter of Offer and the Abridged Letter of Offer, as it may be
supplemented;
• It is a sophisticated investor and has such knowledge and experience in financial, business and investments as to be
capable of evaluating the merits and risks of the investment in the Rights Entitlements and / or Rights Equity Shares. It
is experienced in investing in private placement transactions of securities of companies in similar jurisdictions. It and
any accounts for it is subscribing to the Rights Entitlements and / or Rights Equity Shares for (i) are each able to bear
the economic risk of the investment in the Rights Entitlements and / or Rights Equity Shares, (ii) will not look to the
Company or the Lead Managers or any of their respective shareholders, directors, officers, employees, counsels, advisors,
representatives, agents or affiliates for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a
complete loss on the investment in the Rights Equity Shares, (iv) have no need for liquidity with respect to the investment
in the Rights Equity Shares, and (v) have no reason to anticipate any change in its or their circumstances, financial or
otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Rights Entitlements
and / or Rights Equity Shares. It acknowledges that an investment in the Rights Entitlements and / or Rights Equity Shares
involves a high degree of risk and that the Rights Entitlements and / or Rights Equity Shares are, therefore, a speculative
investment. It is seeking to subscribe to the Rights Entitlements and / or Rights Equity Shares in the Issue for its own
investment and not with a view to distribution.
• It will notify any transferee to whom it subsequently offers, sells, renounces, pledges or otherwise transfers and the
executing broker and any other agent involved in any resale of the Rights Entitlements and / or Rights Equity Shares of
the foregoing restrictions applicable to the Rights Entitlements and / or Rights Equity Shares and instruct such transferee,
broker or agent to abide by such restrictions.
• It acknowledges that our Company will not recognize any offer, sale, renunciation, pledge or other transfer of such Rights
Entitlements and / or Rights Equity Shares made other than in compliance with the above-stated restrictions; and
It acknowledges that our Company, the Lead Manager, their respective affiliates and others will rely upon the truth and accuracy
of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements,
representations and agreements deemed to have been made by virtue of its acquisition of Rights Entitlements and the Rights
Equity Shares are no longer accurate, it will promptly notify our Company, and if it is acquiring any of such Rights Entitlements
and / or Rights Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion
with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application being rejected,
with our Company, the Lead Managers and the Registrar not having any liability to the Investor. The plain paper Application
format will be available on the website of the Registrar at https://rights.kfintech.com.
For details of procedure for application by the Eligible Equity Shareholders holding Equity Shares as on the Record
Date, see “Terms of the Issue ” on page 434 of the Letter of Offer.
Rights Entitlement Ratio
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of 1 (one) Rights
Equity Share for every 14 Equity Shares held by the Eligible Equity Shareholders as on the Record Date.
Fractional Entitlements
The Equity Shares are being offered on a rights basis to existing Eligible Equity Shareholders in the ratio of 1:14 (1 Rights
Equity Shares for every 14 Equity Shares held as on the Record Date). As per ASBA Circulars, the fractional entitlements are to
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be ignored. Accordingly, if the shareholding of any of the Eligible Equity Shareholders is less than 14 Equity Shares or is not in
the multiple of 14 Equity Shares, the fractional entitlements of such Eligible Equity Shareholders shall be ignored by rounding
down of their Rights Entitlements. However, the Eligible Equity Shareholders whose fractional entitlements are being ignored,
will be given preferential consideration for the Allotment of one additional Equity Share if they apply for additional Equity
Shares over and above their Rights Entitlements, if any, subject to availability of Equity Shares in the Issue post allocation
towards Rights Entitlements applied for.
For example, if an Eligible Equity Shareholder holds 14 (fourteen) Equity Shares, such Equity Shareholder will be entitled to 1
(one) Equity Share and will also be given a preferential consideration for the Allotment of one additional Equity Share if such
Eligible Equity Shareholder has applied for additional Equity Shares, over and above his/her Rights Entitlements, subject to
availability of Equity Shares in the Issue post allocation towards Rights Entitlements applied for.
Further, the Eligible Equity Shareholders holding less than 14 (fourteen) Equity Shares shall have ‘zero’ entitlement for the
Equity Shares. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares and will be given preference
in the Allotment of one Equity Share, if such Eligible Equity Shareholders apply for additional Equity Shares, subject to
availability of Equity Shares in the Issue post allocation towards Rights Entitlements applied for. However, they cannot
renounce the same in favour of third parties.
Renunciation of Rights Entitlements
The Issue includes a right exercisable by Eligible Equity Shareholders to renounce the Rights Entitlements credited to their
respective demat account either in full or in part.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to
provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time
to time. However, the facility of renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders
being an erstwhile OCB unless the same is in compliance with the FEMA Rules and other circular, directions, or guidelines
issued by RBI or the Ministry of Finance from time to time.
The renunciation of Rights Entitlements credited in your demat account can be made either by sale of such Rights Entitlements,
using the secondary market platform of the Stock Exchanges or through an off-market transfer.
For details, see “Terms of the Issue- Procedure for Renunciation of Rights Entitlements” on page 449 of the Letter of Offer.
Application for Additional Equity Shares
Investors are eligible to apply for additional Equity Shares over and above their Rights Entitlements, provided that they are
eligible to apply for Equity Shares under applicable law and they have applied for all the Equity Shares forming part of their
Rights Entitlements without renouncing them in whole or in part. Where the number of additional Equity Shares applied
for exceeds the number available for Allotment, the Allotment would be made as per the Basis of Allotment finalised in
consultation with the Designated Stock Exchange. Applications for additional Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner as set out in “- Basis of Allotment” on page
457 of the Letter of Offer.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Equity Shares
Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional Equity Shares.
Intention and extent of participation by our Promoter and Promoter Group
Our Promoter, BTL, and members of our Promoter Group, have confirmed to (a) subscribe to the full extent of their Rights
Entitlement and not renounce their Rights Entitlement, (except to the extent of renunciation within the Promoter Group, if
applicable); and (b) subscribe to additional Rights Equity Shares including subscribing to any unsubscribed portion in the Issue,
if any, either individually or jointly and/ or severally with the Promoter or any other members of the Promoter Group, subject
to compliance with the Companies Act, the SEBI ICDR Regulations, the SEBI Takeover Regulations and other applicable
laws/ regulations. Further, our Promoter, BTL, and/or Indian Continent Investment Limited, member of the Promoter Group,
shall subscribe to the full extent of any Rights Entitlement that may be renounced in their favour by the Promoter or any other
members of the Promoter Group of our Company or that they may acquire separately, subject to compliance with the Companies
Act, the SEBI ICDR Regulations, the SEBI Takeover Regulations and other applicable laws/ regulations. The acquisition of
Rights Equity Shares by our Promoter and members of our Promoter Group, over and above their Rights Entitlements, as
applicable, or subscription to the unsubscribed portion of the Issue, shall not result in a change of control of the management of
our Company. Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will continue to comply
with the minimum public shareholding requirements under applicable law, pursuant to the Issue.
Availability of offer document of the immediately preceding public issue or rights issue for inspection
A copy of the Letter of Offer dated April 19, 2019, in respect of the rights issue of equity shares of face value of ` 5 each by
our Company is available for inspection on the website of our Company at https://assets.airtel.in/teams/simplycms/web/docs/
Letter_of_Offer_dated_April_19_2019.pdf from the date of the Letter of Offer until the Issue Closing Date.
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11. ANY OTHER IMPORTANT INFORMATION AS PER LEAD MANAGERS /COMPANY
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the ASBA Circulars, the credit of Rights Entitlements
and Allotment of Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date, our Company
shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares
in dematerialised form; and (ii) a demat suspense escrow account (namely, “BHARTI AIRTEL RIGHTS ENTITLEMENT
2021 SUSPENSE ESCROW ACCOUNT”) opened by our Company, for the Eligible Equity Shareholders which would
comprise Rights Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat accounts
of the Eligible Equity Shareholder which are frozen or the Equity Shares which are lying in the unclaimed suspense account
(including those pursuant to Regulation 39 of the SEBI Listing Regulations) or details of which are unavailable with our
Company or with the Registrar on the Record Date; or (c) Equity Shares held by Eligible Equity Shareholders holding Equity
Shares in physical form as on Record Date where details of demat accounts are not provided by Eligible Equity Shareholders
to our Company or Registrar; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership of the
Equity Shares currently under dispute, including any court proceedings, if any; or (f) non-institutional equity shareholders in
the United States.
Please note that if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before Issue
Closing Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No Equity
Shares for such lapsed Rights Entitlements the will be credited, even if such Rights Entitlements were purchased from market
and purchaser will lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements
are required to make an Application to apply for Equity Shares offered under Rights Issue for subscribing to the Equity Shares
offered under Issue.
Kindly note that the ISIN of REs (INE397D20024) is different form the ISIN of the fully paid-up Equity Shares of our Company.
Investors are requested to kindly quote the ISIN of REs while making an application for the Issue.
DECLARATION BY OUR COMPANY
We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies Act, 2013
and the rules made thereunder. We further certify that all the legal requirements connected with the Issue as also the guidelines,
instructions, etc., issued by SEBI, Government of India and any other competent authority in this behalf, have been duly complied
with.
We further certify that all disclosures made in the Letter of Offer are true and correct.
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