Gujarat NRE Coke Limited successfully completes the USD 50 million Foreign Currency Convertible Bonds issue

(March 28, 2006)

Gujarat NRE Coke Limited (“GNC”) announces that the terms for its USD 50 million unsubordinated unsecured foreign currency convertible bonds due 2011 (the “Bonds”) have been fixed as follows:

  • Initial conversion price has been set to INR 125 per share, which represents a 24.1927% premium over the BSE closing price of INR 100.65 on 27 March 2006;

  • The yield to maturity has been set at 6.75% semi-annually;

  • The bonds will be redeemed at 139.36% of par on or about 12 April 2011 (5 years and 1 day after closing price);

Due to strong investor demand, the over-allotment option of US$ 10 million has been fully exercised, increasing the total issue amount to US$ 60 million.

Application will be made for the Bonds to be listed on the Euro MTF Stock Exchange of Luxembourg.

KBC Financial Products UK Ltd. and Silverdale Services Ltd are Joint-Lead Managers for the offering while UTI Bank Ltd is the Indian Financial Advisor to the issue.

For further information, please contact:

Gujarat NRE Coke Ltd
Sumit Kumar Khetan
President & Company Secretary
+91 (33) 2289 1471

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("REGULATION S")). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN THE REPUBLIC OF INDIA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY RESIDENT OF INDIA.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS OR TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

STABILISATION FSA/ICMA. KBC FINANCIAL PRODUCTS WILL BE THE STABILISING MANAGER

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