NEW YORK & GURUGRAM, India, June 17, 2025 — MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced the commencement of a proposed primary offering of 14,000,000 ordinary shares of the Company, par value US$0.0005 per share (the “Primary Shares”), subject to market and other conditions, in an underwritten registered public offering (the “Primary Equity Offering”). The underwriters will have a 13-day option to purchase up to 2,100,000 additional ordinary shares. The offering price of the Primary Equity Offering will be determined at the time of pricing of the Primary Equity Offering.
The Company also announced today, the commencement of a proposed offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 (the “Notes Offering”), subject to market conditions and other factors, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to grant the initial purchasers in the Notes Offering an option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued. The initial conversion rate, offering price and other terms of the notes have not been finalized and will be determined at the time of pricing of the Notes Offering.
MakeMyTrip plans to use the entire net proceeds from the Primary Equity Offering and the Notes Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited (“Trip.com”).
Repurchase
MakeMyTrip plans to use the entire net proceeds from the Primary Equity Offering and the Notes Offering to repurchase a portion of its Class B shares, from Trip.com at a price based on the net offering price of the Primary Equity Offering, after deducting, on a per share basis, estimated underwriting discounts and commissions for both the Primary Equity Offering and the Notes Offering (such transaction, the “Repurchase”). The Repurchase will be made pursuant to the Share Repurchase Agreement entered on June 16, 2025 between MakeMyTrip and Trip.com.
Other Matters
Nothing in this press release shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes or the Primary Shares, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Primary Equity Offering is being made only by means of prospectus supplement and accompanying prospectus pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). The closing of each of the Notes Offering and the Primary Equity Offering is conditioned upon the closing of each of the other offerings and vice versa. If the concurrent Notes Offering is not consummated, the concurrent Primary Equity Offering will terminate.
Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as joint book-running managers for the Primary Equity Offering.
The Company has filed an automatic shelf registration statement on Form F-3 with the SEC. A prospectus supplement and the related base prospectus describing the terms of the Primary Equity Offering have been filed with the SEC. When available, the final prospectus supplement for the Primary Equity Offering will be filed with the SEC. The Primary Equity Offering is being made only by means of the prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus supplement and the accompanying base prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus may be obtained by contacting: (i) Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or (ii) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 866-803-9204 or by email: at prospectus-eq_fi@jpmchase.com.
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