April 2015 Frequently Asked Questions. Tata Motors Rights Issue of Ordinary and A Ordinary Shares

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1 April 2015 Frequently Asked Questions Tata Motors Rights Issue of Ordinary and A Ordinary Shares

2 What are the terms of Rights Issue? Securities being offered Up to 15,06,44,759 Ordinary Shares Rights Entitlement Six Ordinary Shares for every 109 fully paid-up Ordinary Shares held on the Book Closure Date Issue Price INR 450 per Ordinary Share Issue Size Up to INR 6, crore Up to 2,65,30,290 A Ordinary Shares Six A Ordinary Shares for every 109 fully paid-up A Ordinary Shares held on the Book Closure Date INR 271 per A Ordinary Share Up to INR crore (Refer to Pg. 34 under The Issue under Section III: Introduction ) What is the timing of rights issue? When will the trading start for new issued shares? Issue Opening Date April 17, 2015 Last date for receiving requests for Split Application Forms April 24, 2015 Issue Closing Date May 2, 2015 Date of Allotment (on or about) May 13, 2015 Date of credit (on or about) May 15, 2015 Date of listing (on or about) May 18, 2015 (Refer to Pg. 47 under General Information under Section III: Introduction in the Letter of Offer) What is the rights entitlement ratio? The Ordinary Shares are being offered on a rights basis to the Eligible Ordinary Shareholders in the ratio of six Ordinary Share(s) for every 109 Ordinary Share(s) held on the Book Closure Date and the A Ordinary Shares are being offered on a rights basis to the Eligible A Ordinary Shareholders in the ratio of six A Ordinary Share(s) for every 109 A Ordinary Share(s) held on the Book Closure Date. (Refer to Pg. 158 under Terms of the Issue under Section VII: Issue What is the book closure date? The book closure date was April 8, The date on which our Company will close its transfer books to determine the Ordinary Shareholders and A Ordinary Shareholders eligible to apply for the Securities in the Issue, i.e. April 8, 2015 The Ordinary Shares and/or A Ordinary Shares are being offered for subscription for cash to the existing Eligible Ordinary Shareholders and Eligible A Ordinary Shareholders, respectively, whose names appear as Page 2 of 7

3 Where will the Abridged Letter of Offer ( ALOF ) and Common Application Forms ( CAF ) be dispatched? beneficial owners as per the list to be furnished by the Depositories in respect of the Securities held in the electronic form and on the register of members of our Company in respect of the Securities held in physical form at the close of business hours on the Book Closure Date, i.e. April 8, 2015, fixed in consultation with the Designated Stock Exchange. (Refer to Pg. 158 under Terms of the Issue under Section VII: Issue Company will dispatch Letter of Offer/ Abridged Letter of Offer and CAF only to Eligible Shareholders who have provided an Indian address to our Company. Any CAFs bearing an address in the United States will not be accepted. (Refer to Pg. 10 under Notice to Overseas Investors under Section I: General in the Letter of Offer and Pg. 154 under Other Regulatory and Statutory Disclosures ) How can I get the duplicate CAF? In case the original CAF is not received, or is misplaced by the Eligible Shareholder, the Registrar will issue a duplicate CAF on the request of the Investor who should furnish the registered folio number/ DP and Client ID number and his/ her full name and Indian address to the Registrar. Please note that the request for duplicate CAF should reach the Registrar at least seven days prior to the Issue Closing Date. Please note that those who are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. Can SEBI registered FII / FPI participate in the issue? (Refer to Pg. 167 under Terms of the Issue under Section VII: Issue Yes, SEBI registered FII / FPI can participate in the issue, subject to SEBI regulations In terms of the SEBI FPI Regulations, the issue of Securities to a single FPI or an investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10% of our post-issue Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-up share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up share capital of our Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board followed by a special resolution passed by the shareholders of our Company. In this regard, total permitted holding of FIIs in the Ordinary Share paid up capital has been increased to 35% by a resolution passed by our shareholders on January 22, 2004 and to 75% of the A Ordinary Share paid-up capital approved by the Reserve Bank of India pursuant to their letter dated October 31, FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the Government from Page 3 of 7

4 Please explain treatment of fractional entitlements? What are various options available to Eligible Shareholders? time to time. An FII who holds a valid certificate of registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations. An FII or sub-account (other than a sub-account which is a foreign corporate or a foreign individual) may participate in the Issue, until the expiry of its registration as an FII or subaccount or until it obtains a certificate of registration as an FPI, whichever is earlier. If the registration of an FII or sub-account has expired or is about to expire, such FII or sub-account may subject to payment of conversion fees as applicable under the SEBI FPI Regulations, participate in the Issue. An FII or sub-account shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations. (Refer to Pg. 189 under Terms of the Issue under Section VII: Issue For Securities being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Shareholders is less than 109 Ordinary Shares or 109 A Ordinary Shares, as applicable, or not in the multiple of 109, the fractional entitlement of such Eligible Shareholders shall be ignored in the computation of the Rights Entitlement. However, Eligible Shareholders whose fractional entitlements are being ignored as above would be given preferential consideration for the Allotment of one additional Ordinary Share or A Ordinary Share, as applicable, each if they apply for additional Securities over and above their Rights Entitlement, if any. (Refer to Pg under Terms of the Issue under Section VII: Issue An Eligible Ordinary Shareholder can: o Apply for his Rights Entitlement of Ordinary Shares in full; o Apply for his Rights Entitlement of Ordinary Shares in part; o Apply for his Rights Entitlement of Ordinary Shares in part and renounce the other part of the Ordinary Shares; o Apply for his Rights Entitlement in full and apply for additional Ordinary Shares; o Renounce his Rights Entitlement in full. An Eligible A Ordinary Shareholder can: o Apply for his Rights Entitlement of A Ordinary Shares in full; o Apply for his Rights Entitlement of A Ordinary Shares in part; o Apply for his Rights Entitlement of A Ordinary Shares in part and renounce the other part of the A Ordinary Shares; o Apply for his Rights Entitlement in full and apply for additional A Ordinary Shares; o Renounce his Rights Entitlement in full. (Refer to Pg. 163 under Terms of the Issue under Section VII: Issue Page 4 of 7

5 What is the procedure for application? The Registrar to the Issue will dispatch separate Ordinary Shares CAF to Eligible Ordinary Shareholders and A Ordinary Shares CAF to Eligible A Ordinary Shareholders as per their Rights Entitlement on the Book Closure Date. The eligible shareholder can apply through ASBA or Non-ASBA process. Please note that in accordance with the provisions of the SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011 all QIBs, Non-Institutional Investors and Non Retail Individual Investors complying with the eligibility conditions prescribed under the SEBI circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 must mandatorily invest through the ASBA process. All Retail Individual Investors complying with the conditions prescribed under the SEBI circular dated December 30, 2009 may optionally apply through the ASBA process. The Investors who are not (i) QIBs, (ii) Non- Institutional Investors, or (iii) Investors whose Application Money is more than `200,000, can participate in the Issue either through the ASBA process or the non ASBA process. Renouncees and Eligible Shareholders holding Ordinary Shares or A Ordinary Shares in physical form are not eligible ASBA Investors and must only apply for Securities through the non-asba process, irrespective of the Application Money. (Refer to Pg under Terms of the Issue under Section VII: Issue Can I make application through plain Non ASBA process: An Eligible Shareholder who has neither received the paper? original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an account payee cheque / demand draft, net of bank and postal charges payable at Mumbai and the Investor should send the same by registered post directly to the Registrar. ASBA Process: An Eligible Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF and who is applying under the ASBA Process may make an application to subscribe to the Issue on plain paper. Eligible Shareholders shall submit the plain paper application to the Designated Branch of the SCSB for authorising such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. Applications on plain paper from any address outside India will not be accepted. Can rights entitlement be renounced? (Refer to Pg. 168 and 174 under Terms of the Issue under Section VII: Issue The Issue includes a right exercisable by you to renounce the Ordinary Shares or A Ordinary Shares, as the case may be, offered to you either in full or in part in favour of any other person or persons. Please note that the Rights Entitlement can be traded on the floor at the Page 5 of 7

6 Can eligible shareholders apply for additional shares? BSE. Your attention is drawn to the fact that our Company shall not Allot and/or register the Ordinary Shares or A Ordinary Shares, as the case may be, in favour of the following Renouncees: (i) more than three persons (including joint holders); (ii) partnership firm(s) or their nominee(s); (iii) minors; (iv) HUF; or (v) any trust or society (unless the same is registered under the Societies Registration Act, 1860, as amended or the Indian Trust Act, 1882, as amended or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Ordinary Shares or A Ordinary Shares, as the case may be). Additionally, the Eligible Shareholders may not renounce in favour of persons or entities which would otherwise be prohibited from being offered or subscribing for Securities or Rights Entitlement under applicable securities or other laws. ASBA Investors can neither be Renouncees, nor can renounce their Rights Entitlement. The RBI has, pursuant to a letter dated March 30, 2015, conveyed its no-objection to renunciation of Rights Entitlement by the following: o Resident shareholder to a non-resident. The offer price to non-resident should not be less than at which the offer is made to a resident shareholder in terms of Regulation 6 of Notification No. FEMA.20/2000- RB dated May 3, 2000, as amended from time to time. Further the renunciation of the Rights Entitlement should be on the floor of the Stock Exchanges; o Non-resident shareholder to a resident on the floor of the Stock Exchanges; and o Non-resident shareholder to a non-resident on the floor of the Stock Exchanges. However the offer price to non-resident should not be less than at which the offer is made to a resident shareholder. (Refer to Pg. 164 under Terms of the Issue under Section VII: Issue You are eligible to apply for additional Securities over and above your Rights Entitlement, provided that you are eligible to apply for Securities under applicable law and you have applied for all the Securities offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional Securities shall be considered and Allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and in the manner prescribed under Terms of the Issue-Basis of Allotment on page 181. (Refer to Pg. 164 under Terms of the Issue under Section VII: Issue Will the rights entitlement be traded Rights Entitlement can be traded on the floor at the BSE. on the floor of the exchange? Please note that rights entitlement trading period would be from April 17, Page 6 of 7

7 2015 to April 27, 2015 What would be the process of refund in case of overallotment? Who are the Bankers to the Issue / Escrow Collection Banks with respect to this Offering? Where can I find list of collection centres? Who is the Registrar to the Issue? The payment of refund, if any, would be done through any of the following modes: o NECS For Investors having an account at any of the 68 centres where such facility has been made available o National Electronic Fund Transfer ( NEFT ) Payment of refund shall be undertaken through NEFT wherever the Investors bank has been assigned the Indian Financial System Code ( IFSC Code ), which can be linked to a MICR, allotted to that particular bank branch o Direct Credit Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds through direct credit o RTGS If the refund amount exceeds INR 200,000, the Investors have the option to receive refund through RTGS o For all other Investors the refund orders will be dispatched through speed post/ registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first Investor and payable at par. o Credit of refunds to Investors in any other electronic manner which is, permissible under the banking laws that are in force and is permitted by SEBI from time to time. Refund payment to Non- residents o Where applications are accompanied by Indian rupee drafts purchased abroad and payable at Mumbai, refunds will be made in the Indian rupees based on the U.S. dollars equivalent which ought to be refunded o Where the applications made are accompanied by NRE/FCNR/NRO cheques, refunds will be credited to NRE/FCNR/NRO accounts respectively, on which such cheques were drawn and details of which were provided in the CAF. (Refer to Pg. 183 under Terms of the Issue under Section VII: Issue ICICI Bank Limited and HDFC Bank Limited (Refer to Pg. 4 under Issue Related Terms under Definitions and Abbreviations under Section I: General in the Letter of Offer) Details of collection centres are provide on CAF Please refer to Page 2 of the CAF Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg Bhandup (West), Mumbai Tel: (91 22) / /97 /98/ 99 Fax: (91 22) Website: tatamotors.rights@linkintime.co.in Contact Person: Sachin Achar SEBI Registration No: INR Page 7 of 7