Sammaan Capital Limited announced the outcome of a meeting of its Securities Issuance and Investment Committee held on July 20, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee approved the launch of a tender offer (Tender Offer) to purchase for cash up to U.S.$18,000,000 in aggregate principal amount of the company's outstanding U.S.$350,000,000 9.70% Senior Secured Social Bonds due 2027. As of the date of the announcement, U.S.$324,000,000 of these bonds were outstanding.

The approval covered several specific items:

(i) The terms and conditions of the Tender Offer itself.

(ii) The Tender Offer Memorandum to be issued to bondholders, expected to be dated on or around July 20, 2026.

(iii) A Dealer Manager Agreement dated July 20, 2026, to be entered into with the dealer manager.

(iv) An engagement letter with the Information and Tender agent dated July 20, 2026.

(v) The formal commencement of the Tender Offer.

(vi) Any other documents required for the Tender Offer.

Purpose and Rationale

The company stated this Tender Offer is part of its "ongoing structured and systematic liability management programme." The stated objectives are to actively rebalance outstanding obligations, enhance maturity alignment, and capture the benefits of a "structurally declining cost of funds." The company intends to continue evaluating buybacks across its USD-denominated bonds to optimize its overall cost of funds, a strategy supported by an "upward trajectory of the Company's credit ratings."

Agreement Details

A Dealer Manager Agreement was executed with Deutsche Bank AG, Singapore Branch. The purpose of this agreement is for the Dealer Manager to identify and contact bondholders and solicit offers to sell, while the company agrees to purchase such bonds. The agreement is related to the tender offer for up to U.S.$18,000,000 of the specified bonds. The Dealer Manager is not related to the company or its promoter group. Consequently, the transaction is not classified as a related party transaction and is stated to be conducted at arm's length. The disclosure confirms there is no issuance of shares, no loan agreement, and no other disclosures related to nominees or conflicts of interest.

Tender Offer Terms and Timeline

The Tender Offer is being managed by Deutsche Bank AG, Singapore Branch as the Dealer Manager and D.F. King (a business name of MUFG Corporate Markets IR Pty Ltd) as the Information and Tender Agent.

Financial Terms:

  • Early Tender Offer Consideration: U.S.$1,035 per U.S.$1,000 principal amount for bonds tendered by the Early Tender Deadline (5:00 P.M., CET on July 31, 2026).
  • Tender Offer Consideration: U.S.$1,000 per U.S.$1,000 principal amount for bonds tendered after the Early Tender Deadline but by the Expiration Time (5:00 P.M., CET on August 17, 2026).
  • Accrued Interest: The company will also pay accrued and unpaid interest on any purchased bonds from the last interest payment date up to, but excluding, the applicable payment date (Early Payment Date or Final Payment Date).

Key Dates:

  • Early Tender Deadline: July 31, 2026 (5:00 P.M. CET)
  • Early Acceptance Date (if applicable): On or about August 3, 2026
  • Early Payment Date (if applicable): On or about August 6, 2026 (within 4 business days of Early Tender Deadline)
  • Q1 FY27 Results Release: On or about August 10, 2026 (Noted as a caution that tenders submitted by the early deadline are irrevocable even after these results are published)
  • Expiration Time: August 17, 2026 (5:00 P.M. CET)
  • Final Acceptance Date: On or about August 18, 2026
  • Final Payment Date: On or before August 19, 2026 (within 2 business days of Expiration Time)

Mechanics and Conditions

The Maximum Purchase Amount is U.S.$18,000,000, though the company reserves the right to accept significantly more, less, or none of the tendered bonds.

  • If bonds tendered by the Early Tender Deadline exceed the Maximum Purchase Amount, acceptances will be made on a pro-rata basis.
  • If bonds tendered by the Early Tender Deadline are less than the Maximum Purchase Amount, all will be accepted, and bonds tendered later may be accepted until the Maximum Purchase Amount is reached, also potentially on a pro-rata basis if oversubscribed.
  • Tender instructions are irrevocable except in limited circumstances.
  • Tenders must be in a minimum denomination of U.S.$200,000.

The company's obligation to accept tendered bonds is subject to the satisfaction or waiver of certain General Conditions outlined in the Tender Offer Memorandum. The company reserves the right to extend, amend, terminate, or withdraw the Tender Offer at any time.

Disclaimer and Restrictions

The announcement includes extensive cautionary notes and disclaimers, clarifying that it is not an offer or solicitation in any jurisdiction where it would be unlawful. Specific restrictions are highlighted for Hong Kong, India, Singapore, the People's Republic of China, and the United Kingdom. It is explicitly stated that the Tender Offer is not being made, and the Tender Offer Memorandum has not been registered, in India, and residents of India are not permitted to participate.

The meeting where these decisions were approved commenced at 2:30 PM IST and concluded at 3:35 PM IST on July 20, 2026.