Kotak Mahindra Bank - Qualified Institutions Placement in India

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Disclaimer: Qualified Institutions Placement in India

IMPORTANT: YOU MUST READ AND AGREE WITH THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF KOTAK MAHINDRA BANK LIMITED (THE “BANK”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT (“ISSUE”) AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).

IMPORTANT: This disclaimer applies to all persons who view this site. The following disclaimer applies to the placement document of the Bank dated May 29, 2020 filed with BSE Limited and National Stock Exchange of India Limited (the "Placement Document") and hosted on this website in relation to the proposed qualified institutions placement of equity shares of face value ₹ 5 each (the "Equity Shares"). You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Placement Document. The Placement Document is available for you to read on screen and to print in PDF format. By accessing the Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Placement Document presented herein is placed solely to comply with the provisions of Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013, as amended ("The Companies Act") and the rules thereunder. The Placement Document is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the Equity Shares to any person or class of investors other than qualified institutional buyers (as defined under Regulation 2(1)(zd) of the SEBI ICDR Regulations) within or outside India.

The Placement Document has not been and will not be filed as a prospectus with any Registrar of Companies in India under the Companies Act. The Placement Document shall be filed as a private placement offer letter with the Stock Exchanges. The Placement Document has not been reviewed and approved by any regulatory authority in India or abroad, including the Securities and Exchange Board of India, any registrar of companies in India or any stock exchange in India.

You are reminded that you have accessed the Placement Document on the basis that you are a person into whose possession the Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

No Equity Shares mentioned in such materials will be offered or deemed to be offered in India or overseas to the public or any member of the public in India or any class of investors other than QIBs, who have been delivered a pre-numbered Placement Document addressed to and inviting such QIB to submit an application form.

The placement and distribution of this Placement Document is being done in reliance on Chapter VI read with Schedule VII of the SEBI ICDR Regulations and section 42 of the Companies Act on a private placement basis and are meant only for QIBs that are eligible to participate in the Issue and which are not excluded pursuant to regulation 179(2)(b) of the SEBI ICDR Regulations or restricted from participating in the Issue under applicable law.

You acknowledge that the access to the Placement Document is intended for use by you only and you agree not to forward the Placement Document on to any other person, internal or external to your company, in whole or in part, or otherwise provide access via e-mail or otherwise to any other person.

None of the Bank, the Global Co-ordinators and Book Running Lead Managers or the Book Running Lead Manager, nor any of their respective affiliates, accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website does not constitute a recommendation by the Bank, the Global Co-ordinators and Book Running Lead Managers or the Book Running Lead Manager, any of their respective affiliates, or any other party to subscribe to or buy or sell the Equity Shares.

Please note that because of restrictions imposed by law on soliciting securities business in various jurisdictions, subscription to the issue will not be permitted to residents of certain jurisdictions. The Placement Document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Bank would by virtue of such distribution become subject to new or additional registration requirements. You must satisfy yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials.

THE PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHFER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING, FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING HEREIN CONSTITUTES AN OFFER OR SOLICITATION OF EQUITY SHARES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “U.S. PERSONS” (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE EQUITY SHARES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION ENTITLED "RISK FACTORS" AND THE OTHER INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE EQUITY SHARES DESCRIBED IN THE PLACEMENT DOCUMENT.

Access to the Placement Document has been limited so that it shall not constitute (i) in the United States or elsewhere a general advertisement or general solicitation (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act), or (ii) an offer or invitation, to the public under the Indian Companies Act, 2013, by or on behalf of the Bank or the Global Co-ordinators and Book Running Lead Managers or the Book Running Lead Manager.

By accessing the Placement Document, you will be deemed to represent, agree and confirm that (i) you are not located in the United States and, to the extent that you eventually purchase the Equity Shares described in the attached Placement Document, you will be doing so in an "offshore transaction" (as defined in Regulation S under the Securities Act) OR (ii) you are a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act.

The information in the Placement Document is as of the date thereof and neither the Bank, its directors nor any of the Global Co-ordinators and Book Running Lead Managers or the Book Running Lead Manager is under any obligation to update or revise the Placement Document to reflect circumstances arising after the date thereof.

This disclaimer and the Placement Document are intended for your information only and may contain legally privileged and/or confidential information. You are hereby notified that any dissemination, distribution or copying of the Placement Document is strictly prohibited.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Bank, Global Co-ordinators and Book Running Lead Managers or the Book Running Lead Manager nor any of their affiliates nor their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Placement Document in electronic format. Any other information contained in, or that can be accessed via our website does not constitute a part of the Placement Document.

You are reminded that you are accessing the Placement Document on the basis that you are a person into whose possession this Placement Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the lacement Document and you must destroy any copies of the Placement Document in your possession.

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 do not proceed further.

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Disclaimer: Qualified Institutions Placement in India