Obligation Airtel Bharti Ltd 3.375% ( XS1028954953 ) en EUR

Airtel Bharti Ltd

100 % ▼

Inde

XS1028954953 ( en EUR )

3.375% par an ( paiement annuel )

19/05/2021 - Obligation échue

Prospectus brochure de l'obligation Bharti Airtel Ltd XS1028954953 en EUR 3.375%, échue

100 000 EUR

750 000 000 EUR

Bharti Airtel Ltd est une société de télécommunications multinationale indienne offrant des services de téléphonie mobile, fixe, large bande et de télévision numérique à travers l'Asie et l'Afrique.

L'Obligation émise par Airtel Bharti Ltd ( Inde ) , en EUR, avec le code ISIN XS1028954953, paye un coupon de 3.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/05/2021

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS UNDER
RULE 144A OR (2) PERSONS OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to this
offering memorandum (which if you are a resident of Canada includes the Canadian offering memorandum
delivered to you), and you are therefore advised to read this disclaimer page carefully before reading, accessing or
making any other use of this offering memorandum. In accessing this offering memorandum, you agree to be bound
by the following terms and conditions, including any modifications to them, any time you receive any information
from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
OR SOLICITATION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAW.
THIS OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION
OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAW OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS
TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED
AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of Your Representation: In order to be eligible to view this offering memorandum or make an
investment decision with respect to the securities, investors must be either (1) qualified institutional buyers
("QIBs") (within the meaning of Rule 144A under the Securities Act) or (2) outside of the United States and to the
extent you purchase securities described in the attached offering memorandum, you will be doing so pursuant to
Rule 144A or Regulation S under the Securities Act. This offering memorandum is being sent at your request and
by accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to
Barclays Bank plc, BNP Paribas, The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan
Securities plc, Merrill Lynch International and Standard Chartered Bank (together the "Initial Purchasers") that
(1) you and any customers you represent are either (a) QIBs or (b) that the electronic mail address that you gave us
and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery
of this offering memorandum by electronic transmission.
You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into
whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located. If this is not the case, you must return this offering memorandum to us
immediately. You may not, nor are you authorized to, deliver or disclose (whether orally or in writing), in whole or
in part, the contents of this offering memorandum to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this
offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers
is a licensed broker or dealer in that jurisdiction, this offering shall be deemed to be made by the Initial Purchasers
or such affiliate on behalf of Bharti Airtel International (Netherlands) B.V. in such jurisdiction.
This offering memorandum has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of Bharti Airtel Limited, Bharti Airtel International (Netherlands) B.V., and the Initial
Purchasers nor any person who controls any of them nor any director, officer, official, employee nor agent of any
of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any
difference between the offering memorandum received by you in electronic format and the electronic version
initially distributed.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature.
The information in this offering memorandum is not complete and may be changed. Any investment decision
should be made on the basis of the final terms and conditions of the securities and the information contained in this
offering memorandum. This offering memorandum is not an offer to sell these securities, nor a solicitation to buy
these securities, in any jurisdiction where the offer or sale is not permitted.

CONFIDENTIAL
Bharti Airtel International (Netherlands) B.V.
(Incorporated with limited liability in the Netherlands)
U.S.$1,000,000,000 5.350% Guaranteed Senior Notes Due 2024 (the Dollar
Notes)
750,000,000 3.375% Guaranteed Senior Notes Due 2021 (the Euro Notes)
guaranteed by
Bharti Airtel Limited
(Incorporated with limited liability in the Republic of India under the Companies Act, 1956, (as amended))
Each of the U.S.$1,000,000,000 5.350% Guaranteed Senior Notes due 2024 (the "Dollar Notes") and the 750,000,000 3.375%
Guaranteed Senior Notes due 2021 (the "Euro Notes", and together with the Dollar Notes, the "Notes") will be the unsecured senior
obligations of Bharti Airtel International (Netherlands) B.V. (the "Issuer") and will be irrevocably guaranteed on an unsecured basis (in
respect of each of the Dollar Notes or the Euro Notes, the "Guarantee") by Bharti Airtel Limited (the "Guarantor"), provided that, at all
times, the relevant Guarantee shall be in respect of an amount not exceeding 200% of the initial aggregate principal amount of relevant
Notes being U.S.$2,000,000,000 for the Dollar Notes and 1,500,000,000 for the Euro Notes, (each, as the case may be, the "Guaranteed
Amount"). A Guaranteed Amount will be reduced by any amounts paid by the Guarantor under the relevant Guarantee from time to time.
See "Description of the Dollar Notes and Guarantee -- The Guarantee" and "Description of the Euro Notes and Guarantee." The Dollar
Notes will bear interest at a rate of 5.350% per year. Interest will be paid on the Dollar Notes semi-annually in arrears on May 20 and
November 20 of each year, beginning on November 20, 2014. Unless previously repurchased, cancelled or redeemed, the Dollar Notes
will mature on May 20, 2024. The Euro Notes will bear interest at a rate of 3.375% per annum. Interest will be paid on the Euro Notes
annually in arrears on May 20 of each year, beginning on May 20, 2015. Unless previously repurchased, cancelled or redeemed, the Euro
Notes will mature on May 20, 2021.
Each of the Notes will be unsecured and unsubordinated obligations of the Issuer, will rank pari passu with all of its other existing and
future unsubordinated obligations, including each other, and will be effectively subordinated to its secured obligations and the
obligations of its subsidiaries. Each of the Guarantees will be an unsecured obligation of the Guarantor (save for such exceptions as may
be provided under applicable legislation), rank pari passu with its other existing and future unsecured obligations and be effectively
subordinated to the secured obligations of the Guarantor and the obligations of its subsidiaries. The Issuer will have the option to redeem
all of each tranche of the Notes at any time at 100% of the principal amount of such Notes plus the relevant Applicable Premium set
forth in this offering memorandum ("Offering Memorandum"). The Issuer may also redeem each tranche of the Notes at any time at
100% of the principal amount of such Notes in the event of certain changes in withholding taxes.
For a more detailed description of the Notes and Guarantee, see "Description of the Dollar Notes and Guarantee" and "Description
of the Euro Notes and Guarantee" beginning on pages 210 and 245, respectively.
Offering Price for the Dollar Notes: 99.916% plus accrued interest, if any, from May 20, 2014.
Offering Price for the Euro Notes: 99.248% plus accrued interest, if any, from May 20, 2014.
Investing in the Notes involves certain risks. You should read "Risk Factors" beginning on page 30 before investing in the Notes.
Application will be made for the listing and quotation of the Dollar Notes and the Euro Notes on the Official List of the Singapore
Exchange Securities Trading Limited (the "SGX-ST"). Such approval will be granted when the relevant Notes have been admitted to the
Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or
reports contained in this Offering Memorandum. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to
be taken as an indication of the merits of the Notes or the Guarantees, or of the Issuer, the Guarantor or their respective subsidiaries or
associated companies (if any). The Notes will be traded on the SGX-ST in a minimum board lot size of U.S.$200,000 or its equivalent
for so long as the Notes are listed on the SGX-ST. Currently there is no public market for the Notes.
Application will be made for the trading of the Euro Notes on the Freiverkehr (Open Market) of the Frankfurter Wertpapierbörse
(Frankfurt Stock Exchange) (the "FWB"). The Open Market is not a regulated market for purposes of EU Directive 2004/39/EC
(MiFID). The FWB assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained in this
Offering Memorandum.
The Notes and Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or any U.S. state securities laws. Accordingly, the Notes and Guarantees are being offered and sold only (i) in
the United States to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act ("Rule 144A")) in
reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and (ii) to persons
outside the United States in compliance with Regulation S under the Securities Act ("Regulation S"). Prospective purchasers are
hereby notified that the sellers of the Notes and Guarantees may be relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A. For a description of certain restrictions on resales and transfers, see "Transfer
Restrictions."
Delivery of the Dollar Notes is expected to be made to investors in book-entry form through The Depository Trust Company ("DTC"),
Euroclear Bank SA/NV ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg ("Clearstream") on or about May 20,
2014 (the "Closing Date"). The Euro Notes will be registered in the name of a nominee of, and deposited with a common depository for,
Euroclear and Clearstream on or about the Closing Date.
Joint Lead Managers and Joint Bookrunners
Barclays
BofA Merrill
BNP PARIBAS
HSBC
J.P. Morgan
Standard
Lynch
Chartered Bank
The date of this Offering Memorandum is May 12, 2014.

NOTICE TO INVESTORS
The Issuer, as well as Barclays Bank plc, BNP Paribas, The Hongkong and Shanghai Banking
Corporation Limited, J.P. Morgan Securities plc, Merrill Lynch International and Standard Chartered
Bank (together, the "Initial Purchasers"), reserve the right to withdraw the offering of the Notes at any
time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the
Notes offered hereby.
This Offering Memorandum is personal to the prospective investor to whom it has been delivered by
the Initial Purchasers and does not constitute an offer to any other person or to the public in general to
subscribe for or otherwise acquire the Notes. Distribution of this Offering Memorandum to any person
other than the prospective investor and those persons, if any, retained to advise that prospective
investor with respect thereto is unauthorized, and any disclosure of its contents without the Issuer's
prior written consent is prohibited. The prospective investor, by accepting delivery of this Offering
Memorandum, agrees to the foregoing and agrees not to make any photocopies of this Offering
Memorandum.
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in
the Notes from qualified investors and does not purport to summarize all of the terms, conditions,
covenants and other provisions contained in any transaction documents described herein. The
information provided is not all-inclusive. The market information in this Offering Memorandum has
been obtained by the Issuer from publicly available sources deemed by it to be reliable.
Notwithstanding any investigation that the Initial Purchasers may have conducted with respect to the
information contained herein, the Initial Purchasers do not accept any liability in relation to the
information contained in this Offering Memorandum or its distribution or with regard to any other
information supplied by or on the Issuer's and the Guarantor's behalf.
The Issuer and the Guarantor each confirms that, after having made all reasonable inquiries, this
Offering Memorandum contains all information with regard to the Issuer, the Guarantor, the Guarantor
and its subsidiaries taken as a whole and the Notes which is material to the offering and sale of the
Notes, that the information contained in this Offering Memorandum is true and accurate in all material
respects and is not misleading in any material respect and that there are no omissions of any other facts
from this Offering Memorandum which, by their absence herefrom, make this Offering Memorandum
misleading in any material respect. The Issuer and the Guarantor each accepts responsibility
accordingly.
Prospective investors in the Notes should rely only on the information contained in this Offering
Memorandum. None of the Issuer, the Guarantor or the Initial Purchasers has authorized the provision
of information different from that contained in this Offering Memorandum. The information contained
in this Offering Memorandum is accurate in all material respects only as of the date of this Offering
Memorandum, regardless of the time of delivery of this Offering Memorandum or of any sale of the
Notes. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall under any
circumstances imply that there has been no change in the Issuer's or the Guarantor's affairs and those
of each of its respective subsidiaries or that the information set forth herein is correct in all material
respects as of any date subsequent to the date hereof.
Prospective investors hereby acknowledge that (i) they have not relied on the Initial Purchasers, the
Trustee or any person affiliated with the Initial Purchasers or the Trustee in connection with any
i

investigation of the accuracy of such information or their investment decision, and (ii) no person has
been authorized to give any information or to make any representation concerning the Issuer, the
Guarantor, the Notes or the Guarantee (other than as contained herein and information given by the
Issuer's or the Guarantor's duly authorized officers and employees, as applicable, in connection with
investors' examination of the Issuer and the Guarantor, and the terms of this offering) and, if given or
made, any such other information or representation should not be relied upon as having been
authorized by the Issuer, the Guarantor, the Initial Purchasers or the Trustee.
Neither the Notes nor the Guarantee have been approved or recommended by the United States
Securities and Exchange Commission ("SEC") or any other federal or state regulatory authority
in the United States. Furthermore, the foregoing authorities have not passed upon or endorsed
the merits of the offering or confirmed the accuracy or determined the adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense in the United States.
J.P. Morgan Securities plc (the "Stabilizing Manager") or any of its affiliates (or any person acting on
behalf of any of them) may, to the extent permitted by applicable laws and regulations, over-allot or
effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail for a limited period after the issue date. In doing so, the Stabilizing
Manager acts as principal and not as agent of the Issuer or the Guarantor and any loss resulting from
over-allotment or stabilization will be borne, and any profit arising from them shall be retained, by the
Initial Purchasers, as applicable, in equal proportion. However, there is no assurance that the
Stabilizing Manager or any of its affiliates (or persons acting on behalf of any Stabilizing Manager)
will undertake any stabilizing action. Any stabilizing action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at
any time, but will end no later than 30 days after the issue date of the Notes and 60 days after the date
of the allotment of the Notes, whichever is the earlier. Each of the Issuer and the Guarantor authorizes
each Initial Purchaser to make such public disclosure of information relating to stabilization of the
Notes as is required by applicable law, regulation and guidance.
None of the Initial Purchasers, the Issuer, the Guarantor or their respective affiliates or
representatives is making any representation to any offeree or purchaser of the Notes offered
hereby regarding the legality of any investment by such offeree or purchaser under applicable
legal investment or similar laws. None of the Initial Purchasers makes any representation,
warranty or undertaking, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Offering Memorandum. To the fullest
extent permitted by law, none of the Initial Purchasers accepts any responsibility for the contents
of this Offering Memorandum or for any other statement made or purported to be made by the
Initial Purchasers or on their behalf in connection with the Issuer and/or the Guarantor or the
issue and offering of the Notes. Each of the Initial Purchasers accordingly disclaims all and any
liability whether arising in tort or contract or otherwise which it might otherwise have in respect
of this Offering Memorandum or any such statement.
Each prospective investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness
of the Issuer, and the terms of the Notes being offered, including the merits and risks involved
and its purchase of the Notes should be based upon such investigations with its own tax, legal and
ii

business advisers as it deems necessary. See section, "Risk Factors" for a discussion of certain
factors to be considered. Any prospective investor in the Notes should be able to bear the
economic risk of an investment in the Notes for an indefinite period of time.
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes or Guarantee offered hereby by any person in any jurisdiction in which it is unlawful for such
person to make an offer or solicitation in such jurisdiction.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain
jurisdictions, be restricted by law. None of the Issuer or the Initial Purchasers represent that this
Offering Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant
to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by any of the Issuer or the Initial
Purchasers which would permit a public offering of any Notes or distribution of this Offering
Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any advertisement
or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations.
Each purchaser of the Notes must comply with all applicable laws and regulations in force in each
jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Offering
Memorandum, and must obtain any consent, approval or permission required for the purchase, offer or
sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject
or in which it makes purchases, offers or sales. Persons into whose possession this Offering
Memorandum or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of Offering Memorandum and the offering and sale of Notes. In
particular, there are restrictions on the offer and sale of the Notes, and the circulation of documents
relating thereto, in certain jurisdictions including the United States and the European Economic Area
and to persons connected therewith. See "Plan of Distribution."
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under Article 3 of the Prospectus Directive, as implemented in member states
of the European Economic Area, from the requirement to produce a prospectus for offers of the Notes.
U.S. INFORMATION
This Offering Memorandum is being submitted on a confidential basis in the United States to a limited
number of QIBs for informational use solely in connection with the consideration of the purchase of
the Notes. Its use for any other purpose in the United States is not authorized. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other
than the prospective investors to whom it is originally submitted.
For this offering, the Issuer, the Guarantor and the Initial Purchasers are relying upon exemptions from
registration under the Securities Act for offers and sales of securities which do not involve a public
iii

offering, including Rule 144A. Prospective investors are hereby notified that sellers of the Notes
and Guarantee may be relying on the exemption from the provision of Section 5 of the Securities
Act provided by Rule 144A. The Notes are subject to restrictions on transferability and resale.
Purchasers of the Notes may not transfer or resell the Notes except as permitted under the Securities
Act and applicable state securities laws. See "Transfer Restrictions."
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken to
furnish, upon the request of a holder of such Notes or any beneficial interest therein, to such holder or
to a prospective purchaser designated by him, the information required to be delivered under Rule
144A(d)(4) under the Securities Act if, at the time of the request, any of the Notes remain outstanding
as "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and the Issuer is
neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
ENFORCEABILITY OF CIVIL LIABILITIES
The Guarantor is a public limited company incorporated under the laws of India. Substantially all of its
directors and key management personnel named herein reside in India and all or a substantial portion
of the assets of the Guarantor and such persons are located in India.
Recognition and enforcement of foreign judgments is provided for under the Code of Civil Procedure,
1908 (the "Civil Code") on a statutory basis. Section 13 of the Civil Code provides that a foreign
judgment shall be conclusive regarding any matter directly adjudicated upon, except: (i) where the
judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has
not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or a refusal to recognize the law of India
in cases to which such law is applicable; (iv) where the proceedings in which the judgment was
obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; or
(vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
iv

India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by
a superior court, within the meaning of such section, in any country or territory outside India which the
Government of India (the "Government") has by notification declared to be a reciprocating territory, it
may be enforced in India by proceedings in execution as if the judgment had been rendered by the
relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary
decrees, which are not amounts payable in respect of taxes, other charges of a like nature or in respect
of a fine or other penalty and does not apply to an arbitration award, even if such award is enforceable
as a decree or judgment.
The United Kingdom, Singapore and Hong Kong have been declared by the Government to be
reciprocating territories for the purposes of Section 44A, but the United States has not been so
declared. A judgment of a court in a country which is not a reciprocating territory may be enforced in
India only by a fresh suit upon the judgment and not by proceedings in execution. Such a suit has to be
filed in India within three years from the date of the judgment in the same manner as any other suit
filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the
same basis as a foreign court would if an action were brought in India. Furthermore, it is unlikely that
an Indian court would enforce foreign judgments if that court were of the view that the amount of
damages awarded was excessive or inconsistent with Indian public policy. A party seeking to enforce a
foreign judgment in India is required to obtain approval from the Reserve Bank of India ("RBI") to
repatriate outside India any amount recovered pursuant to such award and any such amount may be
subject to income tax in accordance with applicable laws.
The Issuer is incorporated as a private company with limited liability under the laws of the
Netherlands. The agreements entered into with respect to the issue of the Notes, including the
Indenture, are governed by the laws of the State of New York. As the United States and The
Netherlands currently do not have a treaty providing for the reciprocal recognition and enforcement of
judgments (other than arbitral awards) in civil and commercial matters, a final judgment for the
payment of money rendered by any federal or state court in the United States which is enforceable in
the United States, whether or not predicated solely upon U.S. federal securities laws, would not
automatically be recognized or enforceable in The Netherlands. In order to obtain a judgment which is
enforceable in The Netherlands, the party in whose favor a final and conclusive judgment of the
U.S. court has been rendered will be required to file its claim with a court of competent jurisdiction in
The Netherlands. Such party may submit to the Dutch court the final judgment rendered by the
U.S. court. If and to the extent that the Dutch court finds that the jurisdiction of the U.S. court has been
based on grounds which are internationally acceptable and that proper legal procedures have been
observed, the Dutch court will, in principle, give binding effect to the judgment of the court of the
United States without substantive re-examination or re-litigation on the merits of the subject matter
thereof, unless such judgment contravenes principles of public policy of The Netherlands.
Subject to the foregoing and service of process in accordance with applicable treaties, investors may be
able to enforce in The Netherlands, judgments in civil and commercial matters obtained from
U.S. federal or state courts. However, no assurance can be given that such judgments will be
enforceable. In addition, it is doubtful whether a Dutch court would accept jurisdiction and impose
civil liability in an original action commenced in The Netherlands and predicated solely upon
U.S. federal securities laws.
v

ENFORCEMENT OF THE GUARANTEE
In the event a guarantee issued by an Indian company on behalf of its wholly owned subsidiary is
enforced by a competent court in a territory other than a "reciprocal territory," the judgment must be
enforced in India by a suit upon the judgment and not by proceedings in execution. Such a suit has to
be filed in India within three years from the date of the judgment in the same manner as any other suit
filed to enforce a civil liability in India. A party seeking to enforce a foreign judgment in India is
required to obtain approval from the RBI to repatriate outside India any amount recovered pursuant to
the execution of such a judgment, unless the amount is to be repatriated pursuant to the guarantee
provided under the automatic route. For further details on the recognition and enforcement of foreign
judgments in India, see "Enforcement of Civil Liabilities."
The Guarantor would not be entitled to immunity on the basis of sovereignty or otherwise from any
legal proceedings in India to enforce the Guarantee or any liability or obligation of the Guarantor
arising thereunder.
As the Guarantee is an obligation of a type which Indian courts would usually enforce, the Guarantee
should be enforced against the Guarantor in accordance with its terms by an Indian court, subject to the
following exceptions:
S
enforcement may be limited by general principles of equity, such as injunction;
S
Indian courts have sole discretion to grant specific performance of the Guarantee and the same
may not be available, including where damages are considered by the Indian court to be an
adequate remedy, or where the court does not regard specific performance to be the appropriate
remedy;
S
actions may become barred under the Limitation Act, 1963, or may be or become subject to set-
off or counterclaim, and failure to exercise a right of action within the relevant limitation
period prescribed will operate as a bar to the exercise of such right;
S
any certificate, determination, notification, opinion or the like will not be binding on an Indian
court which will have to be independently satisfied on the contents thereof for the purpose of
enforcement despite any provisions in the documents to the contrary; and
S
all limitations resulting from the laws of reorganization, suretyship or similar laws of general
application affecting creditors' rights.
For details on the Indian laws and regulations under which the Guarantee is issued, see "Indian
Government Filings/Approvals."
vi

PRESENTATION OF FINANCIAL INFORMATION
Financial Data
All historical financial information in this Offering Memorandum is that of the Guarantor, its
consolidated subsidiaries (including the Issuer) and joint ventures consolidated based on the
proportionate consolidation method for the fiscal years ended March 31, 2012 and March 31, 2013 and
on the equity method for the fiscal years ended March 31, 2013 (as restated to give effect to IFRS 11
and discussed in more detail below) and March 31, 2014. In this Offering Memorandum, unless
otherwise specified, all financial information is of the Guarantor on a consolidated basis. The annual
audited financial statements of the Guarantor, on a consolidated basis, as at and for the fiscal years
ended March 31, 2012, 2013 and 2014 (the "Annual Financial Statements"), included elsewhere in this
Offering Memorandum, have each been prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") as in effect at
the relevant time. In this Offering Memorandum, references to "fiscal year 2012," "fiscal year 2013"
and "fiscal year 2014" refer to the Guarantor's fiscal years ended March 31, 2012, 2013 and 2014,
respectively.
Comparability of Results
As a result of changes in accounting policies and reclassifications, the Guarantor's financial
information contained in this Offering Memorandum is not presented on a comparable basis for each of
the three fiscal years ended March 31, 2012, 2013 and 2014. Effective April 1, 2013, IFRS 11 on joint
arrangements became mandatory whereby accounting for investment in joint ventures changed from the
proportionate consolidation method to the equity method. In addition, the Guarantor's reporting
segments were reclassified effective April 1, 2013. For more information on the effect of IFRS 11 and
these segment reclassifications, see Notes 3(a) and 6 of the Guarantor's consolidated financial
statements as at and for the fiscal year ended March 31, 2014 (the "2014 Financials"), and "Reporting
Segments" below
The Guarantor's 2014 Financials have been prepared giving effect to IFRS 11 and the change in
reporting segments, and the comparative financial statements as at and for the year ended March 31,
2013 included in the 2014 Financials (the "Restated 2013 Financials") have been restated and
reclassified (as compared to the Guarantor's audited consolidated financial statements as at and for the
fiscal year ended March 31, 2013 that were published on May 2, 2013, such statements being referred
to herein as the "Unrestated 2013 Financials") as if IFRS 11 and the revised reporting segments had
been in effect as of April 1, 2012. While the Guarantor believes that this change is presentational in
nature and does not impact the Guarantor's net profits, it does impact a number of the Guarantor's
disclosed financial metrics, including revenue, EBITDA, free cash flow and net debt, amongst others.
This Offering Memorandum discusses both the Restated 2013 Financials and the Unrestated 2013
Financials. Unless otherwise specified, all financial information provided as at or for the fiscal year
ended March 31, 2013 contained in this Offering Memorandum has been extracted from the Restated
2013 Financials. The Guarantor's audited consolidated financial statements as at and for the fiscal year
ended March 31, 2012 presented in this Offering Memorandum (the "2012 Financials") are the
comparatives as published in the Unrestated 2013 Financials which have not been restated or
vii

reclassified to reflect the impacts of IFRS 11 or the change in reporting segments and are therefore not
directly comparable to the 2014 Financials or the Restated 2013 Financials. Furthermore, the
information in respect of segmental information for the fiscal year ended March 31, 2012 has been
taken from the comparative information as presented in 2013 Financials after giving effect of
reclassifications of business segments made to reflect certain changes in the Guarantor's segment
reporting that were implemented for fiscal year 2013. The 2012 Financials as presented in this Offering
Memorandum on page F-230 is the audited consolidated financial statements as at and for the fiscal
year ended March 31, 2012 before such reclassifications of business segments. Unless otherwise
specified, all financial information provided as at or for the fiscal year ended March 31, 2012
contained in this Offering Memorandum has been extracted from the 2012 Financials.
Reporting Segments
The Guarantor's operating segments are organized and managed separately through the respective
business managers, according to the nature of products and services provided, with each segment
representing a strategic business unit. These business units are reviewed by the Chairman of the
Guarantor (the chief operating decision maker). Effective April 1, 2013, to reflect the growing
importance of South Asia mobile operations, the Guarantor's mobile services in Bangladesh and Sri
Lanka are now being reported under a separate segment `Mobile Services-South Asia,' previously
included in `Mobile Services -- India and South Asia.' Accordingly, `Mobile Services -- India' is
being reported as a separate segment. In addition, to better reflect business synergies, intra-city fiber
networks previously included in `Telemedia Services,' and mobile commerce services in India
previously included in `Others,' have now been included in `Mobile Services -- India.' Further, in
order to improve the comparability of results with the single segment telecommunications players, the
Guarantor has also allocated certain central common expenses previously included in `Unallocated' to
`Mobile Services -- India,' `Telemedia Services' and `Airtel Business.' Accordingly, the segment
figures for the financial year 2013 have been restated.
(a)
Mobile Services -- India: These services cover voice and data telecommunications services
provided through wireless technology (2G/3G/4G) in India. These include the captive national
long distance networks which primarily provide connectivity to the mobile services business in
India. These also include intra-city fiber networks and mobile commerce services.
(b)
Mobile Services -- South Asia: These services cover voice and data telecommunications
services provided through wireless technology (2G/3G) in Sri Lanka and Bangladesh.
(c)
Mobile
Services
--
Africa:
These
services
cover
provision
of
voice
and
data
telecommunications services offered to customers in Africa continent. These also include
corporate headquarter costs of the Guarantor's Africa operations.
(d)
Telemedia Services: These services cover voice and data communications based on fixed
network and broadband technology in India.
(e)
Digital TV Services: These include digital broadcasting services provided under the
Direct-to-home ("DTH") platform in India.
(f)
Airtel Business: These services cover end-to-end telecommunications solutions being provided
to large Indian and global corporations by serving as a single point of contact for all
telecommunications needs across data and voice (domestic as well as international long
distance), network integration and managed services in India.
viii