Adani Group Revamps Businesses

By Joseph R. Fonseca January 31, 2015

Adani Enterprises Limited together with its subsidiaries Adani Ports and Special Economic Zone Limited (“APSEZ”) and Adani Power Limited (“APL”) today announced a composite Scheme of Arrangement (“Scheme”) for the demerger of the ‘Port Undertaking’ of AEL into APSEZ and demerger of the ‘Power Undertaking’ of AEL into APL and the emerging simplification of the corporate structure of the Adani Group.

The Scheme also involves the demerger of the ‘Transmission Undertaking’ of AEL into Adani Transmissions Limited (“ATL”), a wholly owned subsidiary of AEL and the resulting listing of ATL on the BSE Limited and the National Stock Exchange of India Limited. Further Adani Mining Private Limited (“AMPL”), a wholly owned subsidiary of AEL is proposed to be merged into AEL under the aforesaid Scheme.

Key Highlights

·           Demerger of the Port Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the Belekeri port and the investment of AEL in APSEZ into APSEZ;

·           Demerger of the Power Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities pertaining to the 40MW solar power project at Bitta village, Kutch district of Gujarat and the investments of AEL in APL into APL;

·           Demerger of the Transmission Undertaking of AEL comprising the undertaking, businesses, activities, operations, assets (moveable and immoveable) and liabilities related to the Mundra-Zedra transmission line and the investment of AEL in ATL into ATL;

Merger of AMPL into AEL; and

·           The appointed date for the Scheme, being the date on which the undertakings shall vest in the respective resulting companies, has been fixed at April 1, 2015.

The Scheme of Arrangement will simplify corporate structure providing the shareholders of AEL direct shareholding in the respective operating companies, listing of one of the largest private sector transmission companies with over 5,000 circuit kms of transmission lines across Western, Northern and Central regions of India and increase free float at APL and APSEZ.

Transaction is expected to unlock value for the shareholders of AEL by eliminating holding company discount.