in QIP Disclaimer - Visitor Consent

Disclaimer – Visitor Consent

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE PRELIMINARY PLACEMENT DOCUMENT YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY HFCL LIMITED IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY HFCL LIMITED (THE “COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT (THE “QIP”) OF ITS EQUITY SHARES TO ELIGIBLE INVESTORS AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”) AND THE COMPANIES ACT, 2013, AS AMENDED, READ WITH THE RULES MADE THEREUNDER (THE “COMPANIES ACT”).

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, THE UNITED KINGDOM (WITH CERTAIN EXCEPTIONS), AUSTRALIA, CANADA OR JAPAN. THESE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION FOR AN OFFER TO BUY SECURITIES IN THE UNITED STATES, CANADA OR JAPAN. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND ITS MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. HFCL LIMITED WILL NOT AND DOES NOT INTEND TO REGISTER ANY PRESENT OR PROPOSED OFFERING IN THE UNITED STATES.

THE PRELIMINARY PLACEMENT DOCUMENT PRESENTED HEREIN IS PLACED SOLELY TO COMPLY WITH THE PROVISIONS OF THE SEBI ICDR REGULATIONS AND OF THE COMPANIES ACT. ACCESS TO THIS WEBSITE SHALL NOT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY CONTRACT OR COMMMITMENT WHATSOEVER. WE ARE NOT SOLICITING ANY ACTION OR DECISION BASED ON THE INFORMATION ON THIS WEBSITE.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THE PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON OR (2) REPRODUCE SUCH PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.


Please read this notice carefully – it applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

The placement and distribution of the preliminary placement document dated December 6, 2021 (the “Preliminary Placement Document”) is being done in relation to the proposed qualified institutions placement of the equity shares of the Company, having placed reliance on Chapter VI of the SEBI ICDR Regulations.

The Preliminary Placement Document and any other materials placed herein (the “Materials”) are so placed pursuant to the SEBI ICDR Regulations and are not intended to nor constitute an invitation to subscribe or a solicitation to offer to subscribe to the securities referred therein. Unless a pre-numbered Placement Document accompanied by an application form is addressed to a specific person inviting such person to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

Unless specified otherwise, the information in the Preliminary Placement Document is as of the date thereof and neither the Company, its directors nor ICICI Securities Limited, JM Financial Limited and Monarch Networth Capital Limited (the “Book Running Lead Managers”) are under any obligation to update or revise the Preliminary Placement Document to reflect circumstances arising after the date thereof.

The Preliminary Placement Document is personal to each prospective investor and does not constitute an offer or invitation or solicitation of an offer to the public or any other person or class of investors within or outside India other than eligible qualified institutional buyers, as defined in the SEBI ICDR Regulations. The Preliminary Placement Document has not been and will not be registered as a prospectus or a statement in lieu of prospectus with any Registrar of Companies in India, should not be construed as an offer document under the SEBI ICDR Regulations or any other applicable law, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute an invitation or public offer in India or any other jurisdiction.

THE PRELIMINARY PLACEMENT DOCUMENT IS EXCLUSIVE TO THE RECIPIENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO THE GENERAL PUBLIC TO SUBSCRIBE TO THE SECURITIES DESCRIBED IN THE PRELIMINARY PLACEMENT DOCUMENT. THE PRELIMINARY PLACEMENT DOCUMENT SHALL BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES (AS DEFINED IN THE PRELIMINARY PLACEMENT DOCUMENT).

The Placement Document has not been and will not be reviewed or approved by any statutory or regulatory authority in India, including the Securities and Exchange Board of India, the Reserve Bank of India, any Registrar of Companies in India or any stock exchange in India.

You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Company, the Book Running Lead Managers nor any of their affiliates, their directors, officers and/or employees will be liable or have any responsibility of any kind for any loss or damage that you may incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these Materials. Access to this website does not constitute a recommendation by the Company, the Book Running Lead Managers or any of their respective affiliates, or any other party to subscribe to or buy or sell the securities of the Company.

IF YOU ACCESS THE PRELIMINARY PLACEMENT DOCUMENT CONTRARY TO THE FOREGOING RESTRICTIONS, YOU WILL BE INELIGIBLE TO PURCHASE THE SECURITIES.

THE PRELIMINARY PLACEMENT DOCUMENT MAY CONTAIN STATEMENTS ABOUT FUTURE EVENTS AND EXPECTATIONS THAT CONSTITUTE FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE THAT THE RESULTS AND EVENTS CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS CONTAINED THERE WILL IN FACT OCCUR. THE COMPANY, ITS DIRECTORS, THE BRLMs OR ANY OF THEIR RESPECTIVE AFFILIATES DO NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO, AND DO NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF ANY INFORMATION OR OPINION IN THE PRELIMINARY PLACEMENT DOCUMENT.

The information available on the Company’s website does not form part of the Preliminary Placement Document.

Overseas Persons

Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

In particular, unless otherwise determined by HFCL Limited and permitted by applicable law and regulation, it is not intended that any offering of securities by HFCL Limited would be made, or any documentation be sent, directly or indirectly, in or into, the United States, the United Kingdom, Australia, Canada or Japan.

Any securities issued by HFCL Limited in connection with an offering or exchange offer will not be registered under the Securities Act. Any such securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, the United Kingdom, Australia, Canada or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, the United Kingdom, Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. No offer is being made to the public in any jurisdiction.

In addition, within the United Kingdom these Materials are only directed at persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or who fall within Article 43 of the Order or are other persons to whom HFCL Limited may otherwise lawfully communicate an invitation or inducement to engage in investment activity in accordance with the Order.

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.

Basis of access

Access to electronic versions of these Materials is being made available on this website by HFCL Limited pursuant to the requirements under Regulation 175(4) of the SEBI ICDR Regulations, in good faith and for information purposes only. Any person seeking access to this portion of the Company’s website represents and warrants to HFCL Limited that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Company. Further, it does not constitute a recommendation by the Book Running Lead Managers, nor any other party to sell or buy securities in Company.

Confirmation of understanding and acceptance of disclaimer

Electronic versions of these Materials are not directed at or accessible by persons located in the United States, the United Kingdom (with certain exceptions), Australia, Canada or Japan.

I certify that (i) I am: (a) not located in the United States (within the meaning of Regulation S under the Securities Act); and (b) not accessing this website from within the United States; (ii) either (A) I have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (B) I am a person falling within Article 43 of the Order or (C) if in any member state of the European Economic Area outside the United Kingdom, I am a Qualified Investor within the meaning of the Prospectus Directive; or (D) I am a person to whom HFCL Limited may otherwise lawfully communicate an invitation or inducement to engage in investment activity in accordance with the Order; and (iii) I am not located in Australia, Canada or Japan; and (iv) I am a qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations.

In case I am a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, I represent, acknowledge and agree that the securities acquired by me in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in a relevant member state to Qualified Investors as so defined in the Prospectus Directive or in circumstances in which the prior consent of the Book Running Lead Managers is required. I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the button below, I confirm that I am permitted to proceed to electronic versions of these Materials.

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