EX-99.1 4 sify038_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

INSTRUCTIONS BOOKLET FOR Sify Technologies Limited ADS SUBSCRIPTION FORM

 FOR ADS Rights to Purchase ADSs of SIFY TECHNOLOGIES Limited

 

Sify Technologies Limited (the “Company”) is distributing to (i) holders of Equity Shares (the “Shares”) rights to subscribe for new Equity Shares (the “Share Rights”), and (ii) holders of its American Depositary Shares (the “ADSs”) rights to subscribe for new ADSs (the “ADS Rights”) pursuant to a rights offering. A Prospectus related to the offering, dated [●], 2024 (the “Prospectus”), is available on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission at https://www.sec.gov/edgar/searchedgar/companysearch. Copies of the Prospectus are available upon request from the Information Agent, D.F. King & Co., by phone at 1 (800) 487-4870 (U.S. toll free). The Company has made arrangements with Citibank, N.A., as ADS Rights Agent for the ADSs (the “ADS Rights Agent”), to make available the ADS Rights to holders of ADSs as of 5:00 p.m. (New York City time) on [●], 2024 (the “ADS Record Date”) upon the terms set forth in the Prospectus. The CUSIP No. for the Company’s ADSs is 82655M107, and the ADSs are quoted on the Nasdaq Capital Market under the symbol “SIFY”. The CUSIP No. for the ADS Rights is 82655M115 , and the ADS Rights will be quoted on the Nasdaq Capital Market under the symbol “SIFYR”. Your prompt attention is requested, as the ADS subscription period expires at 2:15 p.m. (New York City time) on [●], 2024 (the “ADS Rights Expiration Date”).

 

Your ADS subscription form contains sections related to the choices available to you regarding the ADS Rights. The following instructions are intended solely to assist you in completing your ADS subscription form. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

 

If you have special instructions for the ADS Rights Agent, which cannot be included in the ADS subscription form, you should send a letter setting forth such instructions to the ADS Rights Agent with your ADS subscription form. In all cases you should include your daytime telephone number in the space provided in the ADS subscription form (in case the ADS Rights Agent needs to contact you for further information), and you should include a properly completed and executed IRS Form W-9 or W-8, as applicable.

 

Exercise of ADS Rights

 

You will receive 1.36364 ADS rights for every ADS you held as of the ADS Record Date. 0.73 ADS right will entitle you to purchase one (1) new ADS. Fractional entitlements to ADS Rights will be rounded down to the nearest whole number and fractional ADS Rights will lapse without compensation. To exercise your ADS Rights and to subscribe for any new ADSs, you must pay the ADS Subscription Price of US$0.14 per subscribed new ADS (the “ADS Subscription Price”), which includes the ADS issuance fees of the depositary of US$0.02 per new ADS issued. The exercise of ADS Rights is irrevocable and may not be cancelled or modified.

 

All ADSs not taken up in terms of the offering of ADS Rights will be available for allocation to holders of ADS Rights who wish to apply for a greater number of ADSs than the ADSs they can subscribe for upon exercise of their ADS Rights. The number of excess ADSs available for allocation to holders of ADS Rights is subject to a maximum as set forth in the Prospectus. In order to apply for excess ADSs, you must first exercise in full the ADS Rights you hold, and you must pay the ADS Subscription Price for each excess ADS for which you wish to subscribe. The excess ADSs will be allocated, based on the number of ADS Rights validly exercised, to holders of ADS Rights that have exercised their rights in full and have validly applied for excess ADSs. Any fractional excess ADSs will be rounded down to the nearest whole number, will not be issued and will lapse without compensation. If the number of excess ADSs is insufficient to satisfy your excess application in full, the ADS Subscription Price relating to any excess ADSs not delivered to you will be returned to you in U.S. dollars without interest. Excess applications must be made together with initial subscriptions for ADSs.

 

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 If you wish to exercise your ADS Rights, you should:

 

1.complete and sign the enclosed ADS subscription form, indicating in the appropriate place the number of new ADSs (including excess ADSs, if any) you wish to subscribe;

 

2.include a U.S. dollar-denominated personal check made payable to the order of “Citibank, N.A.” for the full ADS Subscription Price for all new ADSs you are subscribing for upon the exercise of your ADS Rights (including excess ADSs, if any); and

 

3.deliver the completed and signed ADS subscription form and proper payment for the full ADS Subscription Price payable for the total number of new ADSs subscribed for pursuant to the exercise of ADS Rights (and excess applications, if any), to the ADS Rights Agent at one of the addresses set forth below under the heading “Contact and Mailing Information” prior to the expiration of the ADS subscription period at 2:15 p.m. (New York City time) on [●], 2024.

 

All documents and the full deposit amount must be received by the ADS Rights Agent before the ADS Rights Expiration Date at one of the addresses set forth below under the heading “Contact and Mailing Information”. Any exercise of ADS Rights is effective only when received by the ADS Rights Agent. Your exercise of ADS Rights is irrevocable and may not be cancelled or modified. Deposits in the mail will not constitute delivery to the ADS Rights Agent.

 

You may elect the method for delivery of the completed ADS subscription form and payment to the ADS Rights Agent of the amount payable for the new ADSs for which you subscribe, and you will bear any risk associated therewith. If you send ADS subscription forms or payments by mail, you should use registered mail, properly insured, with return receipt requested, and allow sufficient time to ensure delivery to the ADS Rights Agent before the ADS Rights Expiration Date. In order to ensure timely delivery to the ADS Rights Agent, you may wish to consider the use of an overnight courier.

 

If you exercise less than all of the ADS Rights evidenced by your ADS subscription form by so indicating thereon, your unexercised ADS Rights will become void and will have no further value.

 

If you do not indicate the number of new ADSs to be subscribed for on the ADS subscription form, or if you indicate a number of new ADSs that does not agree with the amount of proper payment you delivered, you will be deemed to have subscribed for the maximum number of whole ADSs that may be subscribed for by the deposit amount you delivered. The ADS subscription form only evidences ADS Rights and does not grant any rights or impose any obligations not granted or imposed pursuant to the express terms of the ADS Rights offering described in the Prospectus.

 

No Guaranteed Delivery procedures will be available in the rights offering.

 

Sale of ADS Rights

 

If you wish to instruct the ADS Rights Agent to attempt to sell some or all of your ADS Rights, you should:

 

1.       complete and sign the enclosed ADS subscription form, indicating in the appropriate place, the number of ADS Rights you wish to sell; and

 

2.       deliver the completed and signed ADS subscription form to the ADS Rights Agent at one of the addresses set forth below under the heading “Contact and Mailing Information.”

 

If you wish to instruct a sale of ADS Rights, your duly completed ADS subscription form must be delivered to the ADS Rights Agent no later than 5:00 p.m. (New York City time) on [●], 2024 so as to enable the ADS Rights Agent to execute the sale order prior to 4:00 p.m. (New York City time) on [●], 2024. The ADS Rights Agent will charge holders of ADS Rights applicable depositary fees (US$0.02 per ADS right sold), taxes and expenses for selling ADS Rights. A check representing the proceeds of any ADS Rights sold (after deduction of applicable fees, taxes, and expenses) will be sent to the holder of such ADS Rights after the ADS Rights Expiration Date. The net sale proceeds that you are entitled to for your ADS Rights sold will be calculated on the basis of the number of ADS Rights sold and the net weighted average sale price per ADS right for all ADS Rights sold by the ADS Rights Agent during the ADS subscription period. The execution of sale orders will be subject to the terms and conditions described in the Prospectus.

 

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Transfer of ADS Rights

 

If you wish to transfer all or a portion of the ADS Rights represented by your ADS subscription form, you should:

 

1.       complete and sign a stock power;

 

2.       arrange for your signature on the stock power to be guaranteed by an eligible institution; and

 

3.       deliver the ADS subscription form and the related completed, signed and guaranteed stock power to the ADS Rights Agent at one of the addresses set forth below under the heading “Contact and Mailing Information.”

 

If you wish to transfer your ADS subscription form, the duly completed, signed and guaranteed stock power and related ADS subscription form must be delivered to the ADS Rights Agent with sufficient time to execute the requested transfer prior to 2:15 p.m. (New York City time) on [●], 2024.

 

If your ADS subscription form has been properly transferred, the transferee will be able to exercise the ADS Rights evidenced by the ADS subscription form. As the result of delays in the mail, the necessary processing time and other factors, you or your transferee may not receive the new ADS subscription form in time to enable the holder of the ADS Rights to complete a sale or exercise by the ADS Rights Expiration Date. Neither the Company nor the ADS Rights Agent will be liable to either a transferor or transferee for any such delays.

 

Exchange of ADS Rights for Share Rights

 

ADS Rights may not be converted into Share Rights and Share Rights may not be converted into ADS Rights.

 

Exercise through DTC

 

ADS Rights received through DTC can only be exercised through the applicable function of the DTC system. Payment for new ADSs subscribed for must be received by the ADS Rights Agent via DTC prior to the ADS Rights Expiration Date. Any exercise of ADS Rights is irrevocable and may not be cancelled or modified.

 

Unexercised ADS Rights

 

If ADS Rights are not exercised prior to the ADS Rights Expiration Date, such ADS Rights will become void and will have no further value. Accordingly, you will not receive any value or proceeds with respect to unexercised ADS Rights.

 

Signature Requirements

 

The signature(s) on any ADS subscription form must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the ADS subscription form without any alteration or change whatsoever. In the case of joint registered holders, each person must sign the ADS subscription form in accordance with the foregoing. If you sign the ADS subscription form in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the ADS Rights Agent in its sole and absolute discretion, you must present to the ADS Rights Agent satisfactory evidence of your authority to sign in that capacity.

 

In all cases, your daytime telephone number should be included in the space indicated on your ADS subscription form so that, if necessary, the ADS Rights Agent may call you for further instructions.

 

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Taxpayer Identification Number and Form W-9 or W-8

 

If you decide to exercise or sell all or a portion of the ADS Rights evidenced by your ADS subscription form, you should provide the ADS Rights Agent with a properly completed and executed IRS Form W-9 or W-8, as applicable. Failure to provide a duly completed Form W-9 or W-8, as applicable, may subject you to the applicable rate of back-up U.S. federal income tax withholding with respect to funds to be remitted to you in respect of distributions made in respect of the new ADSs.

 

Tax Consequences

 

See the description set forth in the Prospectus under the heading “Taxation” for information concerning tax consequences pertaining to the above transactions.

 

Method of Delivery

 

THE METHOD OF DELIVERY OF THE ADS SUBSCRIPTION FORM AND PROPER PAYMENT FOR ANY NEW ADSs THAT YOU SUBSCRIBE FOR TO THE ADS RIGHTS AGENT WILL BE AT YOUR ELECTION AND RISK. IF SENDING BY MAIL, YOU ARE URGED TO SEND THE ADS SUBSCRIPTION FORM AND PAYMENTS BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE ADS RIGHTS AGENT BY 2:15 P.M. (NEW YORK CITY TIME) ON [●], 2024 (FOR SUBSCRIPTIONS, AND SUCH OTHER DATES AND TIMES REFERRED TO ABOVE FOR OTHER PURPOSES). DEPOSIT IN THE MAIL WILL NOT CONSTITUTE DELIVERY TO THE ADS RIGHTS AGENT. YOU MAY WANT TO MAKE USE OF AN OVERNIGHT COURIER TO ENSURE TIMELY DELIVERY TO THE ADS RIGHTS AGENT.

 

Irregularities

 

All questions concerning the timeliness, validity, form and eligibility of any exercise of ADS Rights will be determined by the Company and the ADS Rights Agent, whose determinations will be final and binding. The Company and the ADS Rights Agent, in their sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as they may determine, or reject the purported exercise of any ADS right. ADS subscription forms will not be deemed to have been received or accepted until all defects or irregularities have been waived or cured within such time as the Company determines, in its sole discretion. Neither the Company nor the ADS Rights Agent will be under any duty to give notification of any defect or irregularity in connection with the submission of ADS subscription forms or incur any liability for failure to give such notification.

 

Contact and Mailing Information

 

Any questions you may have should be addressed as promptly as possible to your bank, broker or other advisor or to D.F. King & Co., the Information Agent as set forth in “The Rights OfferingInformation Agent” in the Prospectus.

 

The address of the ADS Rights Agent is as follows:

 

For delivery by first-class mail:

For delivery by hand or overnight

courier:

Citibank, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI  02940-3011
Citibank, N.A.
c/o Voluntary Corporate Actions
150 Royall Street
Suite V
Canton, MA  02021

 

 

DELIVERY OF THE ADS SUBSCRIPTION FORM OR ANY OTHER DOCUMENT OR PAYMENT TO AN ADDRESS OTHER THAN ONE OF THE ADDRESSES SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

 

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