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Securities and Capital Markets FOR PRIVATE CIRCULATION ONLY

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Securities and Capital Markets

FOR PRIVATE CIRCULATION ONLY

ABOUT US… A SNAPSHOT Established in 1911 in Kolkata by Late Debi Prasad Khaitan, a member of the

Constituent Assembly that framed the Constitution of India

Offices at Kolkata, New Delhi, Bengaluru and Mumbai

115 partners and directors across 4 offices in India

500+ fee earners, including partners and directors

OUR PRACTICE AREASWe are amongst India's most prominent and elite full-service law firms with domain expertise in all practice areas, including:

FOR PRIVATE CIRCULATION ONLY

CAPITAL MARKETS PRACTICE Focused practice on Securities Law

Large team with 12 Partners and 29 Associates

Low Leverage of associates leading to ‘high partner time’ on transactions

Regulatory capability-RBI, FIPB, SEBI, IRDA, Stock Exchanges and CCI

Advises on all matters relating to: Fund raisings (Equity & Debt, Public & Private, Domestic & International) Takeovers, buy-backs, delisting, Block/Bulk trades, Offer for Sale (Secondary)

Divestment through public markets Securities litigation Mergers and acquisitions Corporate advisory

Clients: Issuers Investment Banks Private equity funds

Capital Markets Practice at Mumbai, New Delhi and Bengaluru

RECENT RANKINGS

Ranked as Tier I Indian Law Firm

Capital MarketsBanking & FinanceCorporate & M&ADispute ResolutionProjects & Energy

Tax

Ranked as Tier I Indian Law Firm

Capital MarketsCorporate & M&A

The Asian Lawyer - Emerging Markets

Awards 2016Firm of the year - India

Ranked as Tier I Indian Law Firm

Corporate & M&A Private Equity

FOR PRIVATE CIRCULATION ONLY

WHAT OTHERS HAVE TO SAYLEGAL 500 ASIA PACIFIC 2016

The team at Khaitan & Co acts for issuers and underwriters on the full range of equity and debt transactions, and has been involved in some of the largest and most challenging deals in the country.

Khaitan & Co is a 'heavyweight' firm in the corporate and M&A space that 'stands out' thanks to 'its strong level of service'. The group acts for local and international corporations on transactions spanning a range of sectors.

RECENT NOTABLE TRANSACTIONS

INITIAL PUBLIC OFFERINGS

FOR PRIVATE CIRCULATION ONLY

Initial Public Issue

Counsel to the Company

USD 66.49 million approximately

Initial Public Issue

Counsel to the Company

Institutional Placement Program

Counsel to Company

USD 583.69 million

Hindustan Aeronautics Limited

Legal Counsel to the Issuer and the Selling Shareholder

DRHP filed

SBI Life Insurance Company Limited

Legal Counsel to the Lead Managers

USD 1,279.33 million

Initial Public Issue

Counsel to Selling Shareholders

USD 470 million

Counsel to Underwriters

USD 75.5 million

Mahindra Logistics Limited

Legal Counsel to the Issuer and Promoter Selling Shareholder

DRHP filed

Initial Public Issue

Counsel to Company

USD 204 million approximately

Initial Public Issue

Counsel to the Company

USD 154 million approximately

Initial Public Issue

Counsel to the Lead Managers

Initial Public Issue

Counsel to the Issue

Initial public offering of ICICI Prudential Life Insurance

Company Ltd

Counsel to Prudential Corporation Holdings Limited

USD 910 million

Initial Public Issue

Counsel to Lead Managers

DRHP Filed

Initial Public Issue

Counsel to Underwriters

USD 78 million

Sheela Foam Limited

ICICI Prudential

Qualified Institutions Placement

Advised the Lead Managers in relation to QIP

INR 5000 million

Qualified Institutions Placement

Indian Legal Advisor to the Company in relation to QIP

USD 500 million

Qualified Institutions Placement

Advised the Lead Managers in relation to QIP

INR 45000 million

Rights issue

Counsel to Company

USD 36.77 million approximately

Orient Paper & Industries Limited

Legal Counsel to the Issue

Ongoing

Qualified Institutions Placement

Advised Company in relation to QIP

USD 105 million

Mahindra Lifespace Developers Limited

Sole Legal Counsel to the Issue

USD 45.76 million

Legal Counsel to the Issue

Issue Open

USD 97 million approximately

Network 18 Media & Investments Limited

Advised Company in relation to Rights Issue

USD 540 million

Tender offers to purchase part of outstanding bonds followed by a high yield bond offering of USD 1

billion

USD 989 million(2 transactions)

Adviser to Tata Communications Limited, the Guarantor as to Indian

Law

USD 150 million

Qualified Institutions Placement

Counsel to Company

USD 130 million approximately

Qualified Institutions Placement

Counsel to Company

USD 720 million

Qualified Institutions Placement

Counsel to Company

USD 80 million

QUALIFIED INSTITUTIONS PLACEMENT

RIGHTS ISSUE

INTERNATIONAL DEBT

Issue of USD denominated 7% senior notes due 2021 by HT Global IT

Solutions Holdings Limited

USD 300 million

Advised as domestic legal counsel to Arrangers for Private Placement

of NCDs

(2 Transactions)

USD 75 million

Advised Baring Private Equity Asia in relation to its acquisition of

approximately 42% stake followed by a mandatory open offer by

Baring of an additional 26% stake

Advised as domestic legal counsel to the Issue for Private Placement of

NCDs

USD 100 million

Legal Advisor to Morgan Stanley India, Manager to the open offer in relation to McGraw Hill Financial Inc for voluntary open offer to acquire

upto 22.23%

Advised as domestic legal counsel to the Issue for Private Placement

of Unsecured, Non-Convertible Debentures

USD 167 million

Legal Advisor to the Open Offer

PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES

TENDER OFFER

Domestic legal counsel to the Issue of NCDs

(2 Public Issues)

Sole legal counsel to the Issue of NCDs

Sole legal counsel to the Issue of NCDs

(2 Public Issues)

PUBLIC ISSUE OF NON CONVERTIBLE DEBENTURES

Private placement

Counsel to Company

USD 20 million

Advised Company in relation to the Preferential Allotment

USD 18 million

Advised Bank in relation to the Preferential Allotment

USD 112.83 million

PRIVATE PLACEMENT OF EQUITY

Edelweiss Finance Limited

Advised on the “maharaja” bond programme

USD 27 million approximately

INTERNATIONAL CAPITAL MARKET TRANSACTIONS

Advised Underwriters in relation to concurrent ADR and domestic

equity share issue

USD 1.27 billion

Advised on debut overseas issued of 9.05% INR denominated USD settled

senior secured notes

USD 75 million approximately

Legal advisors to the merchant banker

Legal advisors to delisting offer

Advised client in relation to listing of its equity shares of Crompton

Greaves Consumer Electricals Ltd on demerger

Advising Sterlite Power Transmission Limited on listing of

redeemable preference shares issued pursuant to demerger

Legal advisors to Citigroup Global Markets India Private Limited, the

merchant banker and the company

Legal advisors to Morgan Stanley India, the merchant banker in the

biggest buyback offer ever made by an Indian Company at that time

BUY BACK OF SHARES

DELISTINGS

LISTING PURSUANT TO SCHEME OF ARRANGEMENTS

Legal advisers to Coal India Limited

Legal Advisor to Morgan Stanley, Merchant Banker in relation to the

Open Offer

Advised client in relation to demerger of its insurance business

into Majesco Limited

Advised Government of India

USD 1.4 billion

Advised Government of India

USD 328.88 billion

Advised Government of India

USD 3.7 billion

Largest equity offering ever

Advised Book Running Lead Managers in relation to IPP

USD 176 million

Advised Government of India

USD 2 billion

OFFER FOR SALE

NBCC (India) Limited

Advised Brokers

USD 175 million approximately

Sterlite Technologies Limited

KolkataEmerald House 1B Old Post Office Street Kolkata 700 001, India

T: +91 33 2248 7000F: +91 33 2248 7656E: [email protected]

BengaluruSimal, 2nd Floor7/1 Ulsoor Road Bengaluru 560 042, India

T: +91 80 4339 7000F: +91 80 2559 7452E: [email protected]

MumbaiOne Indiabulls Centre13th Floor, Tower 1841 Senapati Bapat MargMumbai 400 013, India

T: +91 22 6636 5000F: +91 22 6636 5050E: [email protected]

New DelhiAshoka Estate, 12th Floor24 Barakhamba Road New Delhi 110 001, India

T: +91 11 4151 5454F: +91 11 4151 5318E: [email protected]

www.kha i t anco . com

Contents hereof are for informational purposes only and for reader’s personal non-commercial use. Nothing herein should be construed as professional advice.

FOR PRIVATE CIRCULATION ONLY

Abhimanyu BhattacharyaPartnerCapital MarketsMumbai

E: [email protected]

Aditya Cheriyan Associate PartnerCapital MarketsMumbai

E: [email protected]

Arindam GhoshPartnerSecondary, Regulatory and CorporateMumbai

E: [email protected]

Ashwin BishnoiPartnerDebt Capital MarketsNew Delhi

E: [email protected]

Gautham SrinivasPartnerCapital MarketsNew Delhi

E: [email protected]

Madhur KohliAssociate PartnerCapital MarketsMumbai

E: [email protected]

Manisha ShroffPartnerDebt Capital MarketsMumbai

E: [email protected]

Nikhilesh PanchalPartnerCapital Markets and CorporateMumbai

E: [email protected]

Moin LadhaAssociate PartnerSecondary, Regulatory and CorporateMumbai

E: [email protected]

Subhayu SenAssociate PartnerCapital Markets and CorporateMumbai

E: [email protected]

Thomas George Associate PartnerCapital MarketsBengaluru

E: [email protected]

Sharad AbhyankarPartnerCorporateMumbai

E: [email protected]

Sudhir BassiExecutive DirectorCapital MarketsMumbai

E: [email protected]