Adani Ports and Special Economic Zone Limited (the "Company") today announced that it has commenced a tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding US$650,000,000 3.50% Senior Notes due 2020 (the "Notes"). The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated 16 July 2019 (the "Tender Offer Memorandum").
The Tender Offer will expire at 5:00 p.m., New York time, on 24 July 2019, unless extended or earlier terminated as described in the Tender Offer Memorandum (such time and date, as they may be extended, the "Expiration Time").
Holders of Notes who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time, or who deliver to the tender agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Tender Offer Memorandum prior to the Expiration Time, will receive in cash, for Notes validly tendered and accepted for purchase by the Company, US$ 1,009.50 per US$1,000 principal amount of the Notes (the "Consideration"), plus accrued and unpaid interest to, but not including, the settlement date, which is expected to be on or around 25 July 2019 (interest on any Notes tendered via a Notice of Guaranteed Delivery, as described in the Tender Offer Memorandum, will cease to accrue on or around 25 July 2019 and will be settled on or around 29 July 2019).
The Company has announced the Tender Offer as part of a refinancing transaction pursuant to which the Consideration will be derived from a concurrent offering (the "New Notes Issuance") of new debt securities (the "New Notes"), on terms and conditions satisfactory to the Company, together with cash on hand.
The Tender Offer is conditioned on the issuance of the New Notes in a principal amount of at least US$650,000,000 on terms and conditions satisfactory to the Company (the "Financing Condition"). The Tender Offer is also subject to the satisfaction or waiver of a number of other conditions as set forth in the Tender Offer Memorandum.
Subject to market conditions, the completion of the New Notes Issuance on terms and conditions satisfactory to the Company and obtaining all relevant government and other approvals, the Company may choose to exercise its right to optionally redeem, on or about 23 August 2019, any Notes not purchased by the Company in the Tender Offer, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable "make-whole" premium, pursuant to the terms of the Trust Deed. The Company will calculate the amount of the applicable "make-whole" premium five business days prior to the redemption date and notify the Noteholders promptly thereafter. This announcement does not constitute a notice of redemption under the optional redemption provisions of the Trust Deed.
The Company will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer, and, if so, the aggregate nominal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of the New Notes, the Company intends to give preference to those investors who, prior to such allocation, have tendered, or indicated their intention to tender, Notes.
The Company has engaged Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, Singapore Branch, J.P. Morgan Securities plc and Standard Chartered Bank (the "Joint Dealer Managers") to serve as dealer managers for the Tender Offer.
Shares of ADANI PORTS AND SPECIAL ECONOMIC ZONE LTD. was last trading in BSE at Rs.411.4 as compared to the previous close of Rs. 415.15. The total number of shares traded during the day was 74035 in over 1084 trades.
The stock hit an intraday high of Rs. 416.45 and intraday low of 408.1. The net turnover during the day was Rs. 30511719.