Firstsource Solutions outsourcing partnership with Barclays

Firstsource Solutions Ltd on February 08, 2008 has announced that it has signed a five-year, upto US $80 million outsourcing partnership agreement with Barclays PLC (NYSC:BCS) U.S. credit card business. Under the terms of the agreement, Firstsource will manage and operate and Barclays operations center in Colorado Springs, and provide customer care and collections support to Barclays U.S. Cardholders.

The Partnership to expected to provide Barclays with increased operational efficiency and flexibility, and help both Companies support their expanding operations in the U.S. The Firstsource's employees in Colorado Springs will continue to be focused on providing services to Barclays U.S. Cardholders.

Anand Mukerji, MD & CEO of Firstsource said, "This is an ideal partnership for Firstsource and Barclays, For Barcalys, Firstsource will apply best practices honed by years of collaboration with other major financial institutions to increase efficiency, productivity and customer satisfaction. For Firstsource, the addition of Barcalys ads another top institution to our Financial Services practice".

Firstsource currently has nearly 2,500 employees and more that a dozen operations centres in the United States and providers customized business process management solutions to leading US Companies in the Financial Services, Telecom and Healthcare industries.

Firstsource's Financial Services clients includes three of the five largest banks and six of the 10 largest credit card Companies in the United States, and one of the five largest banks in the United Kingdom. Firstsource's range of services includes credit evaluation, accounts set-up, customer services and account maintenance, dispute resolution, mortgage origination and servicing, insurance policy issuance and administration, payment processing, research and analytics.

Firstsource FCCB

With reference to the earlier announcement dated October 23, 2007 & November 07, 2007 regarding the decision of the Board of Directors for issue of Foreign Currency Convertible Bonds (FCCBs) and launch of the same on November 06, 2007 respectively, Firstsource Solutions Ltd has informed BSE that FCCB issue by the Company of US$ 275 Million has been successfully completed and closed on December 03, 2007 and the subscription monies in respect of the same have been received by the Company.

The FCCBs have a maturity period of 5 years and 1 day and are convertible at a conversion price of Rs 92.2933 per share. The funds will primarily be utilized towards the repayment of the US$ 275 million debt contracted at LIBOR plus 250 bps for its recent acquisition of MedAssist Holdings Inc.

Firstsource Solutions FCCBs

Firstsource Solutions Ltd has informed that with regards to the earlier announcement dated October 23, 2007, informing about the decision of Board of Directors to issue Foreign Currency Convertible Bonds (FCCBs) of USD 275 million, the Company has further informed that it has priced and launched the issue on November 06, 2007. The principal terms of issue of FCCBs are as under:

- Issue Size : USD 275 Million

- Coupon Rate : 0.00%

- Yield to Maturity : 6.75% p.a. calculated on semi annual basis

- Reference Share Price : Rs 68.3654 per share (Volume weighted average price on NSE as on November 6, 2007)

- Conversion Premium : 35.00% above the reference share price

- Conversion Price : Rs 92.2933 per share

- Pricing Date : November 06, 2007

- Maturity Date : On or about December 04, 2012 (5 year & 1 day)

- Closing / Settlement Date : On or about December 03, 2007

The issue of FCCBs is firmly underwritten and is subject to approval of shareholders of the Company at the Extra-ordinary General Meeting to be held on November 22, 2007.

In this regard the Company has issued the following Press Release:

"Firstsource Solutions Ltd has launched and priced a Zero coupon Foreign Currency Convertible Bonds ("FCCB") offering for an amount of US$ 275 million, subject inter alia to obtaining shareholder approval. The funds will be utilized towards the repayment of the US$ 275 million debt contracted at LIBOR plus 250 bps for its recent acquisition of MedAssist Holdings Inc.

The FCCBs, which have a maturity of 5 years and 1 day, are convertible at a conversion price of Rs 92.2933 per share, which is at a premium of 35% over the volume weighted average price of Rs 68.3654 on NSE on November 06, 2007. The FCCBs, if not converted into shares during the period, will be redeemable on expiry at a yield to maturity of 6.75% per annum, calculated on a semi-annual basis. The FCCBs are expected to be listed on the Singapore Exchange Securities Trading Ltd. JP Morgan and ICICI Bank acted as the joint book-runners to the transaction."

First Source Solutions - FCCBs

Firstsource Solutions Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 22, 2007, inter alia, to transact the following business:

1. To create, offer, issue and allot in one or more tranches. denominated in foreign currency, in the course of international offerings to any persons including Domestic / Foreign Institutions. Non-Resident Indians, Indian or Overseas Bodies Corporate) domestic or overseas trusts, Mutual Funds, Banks, Insurance Companies, Pension Funds, individuals or otherwise, whether shareholders of the Company or not ("Investors"), at such time or times, at such price or prices, in such manner and on such terms and conditions Including security, rate of interest, etc., as may be decided by and deemed appropriate by the Board at its absolute discretion including the ability to determine the categories of Investors to whom the offer, issue and allotment will be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary in consultation with the lead managers or any other advisors, as the Board at its absolute discretion may deem fit and appropriate, Foreign Currency Convertible Bonds (FCCBs) ("Securities") convertible into Equity Shares, secured or unsecured upto USD 275 Million (upto INR 12000 Million) or Its equivalent amount in any other currency, subject to necessary provisions & approvals.

2. Authority to the Board to borrow any sum or sums of money for the purpose of the business of the Company including by issue of securities through Foreign Currency Convertible Bonds (FCCBs) or any other securities in Indian or international Market(s) or from one or more Landing Financial Institutions / Banks / Bodies Corporates / Firms / Foreign Investors or other Persons by way of fund based / non-fund based term loans / Guarantees / Letter of Credit / working capital loans or financial facilities in any other form upto an aggregate amount of Rs 15000 Million (Rupees Fifteen Thousand Million) notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at anytime, exceed the aggregate of the paid up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to he borrowed from time to time as to interest, repayment, security or otherwise as they may, at their absolute discretion, think fit, subject to necessary provisions & approvals.

3. Authority to the Board to mortgage and / or charge, in addition to the mortgages and / or charges created / to be created by the Company, in such form and manner and with such ranking as to priority and for such time and on such terms as the Board may determine, all or any of the movable and / or immovable. tangible and / or intangible properties of the Company, both present and future in favour of Lending Financial Institutions / Banks / Bodies Corporates / Firms / Foreign Investors or Persons, lender(s), agent(s), trustee(s) for securing the borrowings of the Company availed / to be availed by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and / or non convertible debentures with or without detachable or non detachable warrants and / or secured premium notes and / or floating rates notes / bonds or other debt instruments). Commercial papers, issued / to he issued by the Company whether in India or abroad term loans / fund based or non fund based working capital loans / short term loans / temporary loans / Letter of credit) Guarantees / and to secure any other form of borrowing made from time to time for an aggregate amount not exceeding Rs 15000 Million (Rupees Fifteen Thousand Million) at any point of time, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on pre-payment, remuneration of agent(s) trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / evaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of loan agreement(s), heads of agreement(s), debenture trust deed or any other document entered into/to be entered into between company and the lender(s) / agent(s) / trustee(s), / respect of the said loans / borrowings / debentures and containing such specific term and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board thereof and the lender(s) / agent(s) / trustee(s), subject to necessary provisions & approvals.

4. Amendment to the ESOS Scheme 2003, a draft of which was placed before the meeting and initialed by the Chairman for the purpose of identification, and to authorize and empower the Compensation cum Board Governance Committee of the Board to discharge the functions in relation to amendment to the ESOS Scheme 2003 and to offer, issue and allot, to all eligible employees of the Company, whether shareholders of the Company or not, options which would entitle such eligible employees to subscribe in such manner and to such number of equity shares of the Company of the face value of Rs 10 (Rupees Ten) upon fulfillment of the conditions stipulated in the amended ESOS Scheme 2003 and the fulfill of such other criteria as may be stipulated by the Compensation cum Board Governance Committee, subject to necessary provisions & approvals.

Firstsource to issue FCCBs

Firstsource Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 23, 2007, has approved the proposal for issue of securities through Foreign Currency Convertible Bonds (FCCBs) upto USD 275 Million or equivalent amount in any other currency in Indian or International Market, subject to approval of the shareholders and other regulatory approvals, if any required.