AHMEDABAD, India, Jan. 25, 2021 /PRNewswire/ -- 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$500,000,000 3.95%
Senior Notes due 2022, CUSIP: Y00130
HS9, ISIN: USY00130HS90 (Regulation S) and CUSIP: 00652M AC6, ISIN: US00652MAC64 (Rule 144A) (the
"Notes"). The Tender Offer is being made pursuant to a Tender Offer
Memorandum, dated 26 January 2021
(the "Tender Offer Memorandum"), which is available on the tender
website (the "Tender Website")
https://bonds.morrowsodali.com/adaniports.
The Tender Offer will expire at 5:00
p.m., New York time, on
2 February 2021, 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 information and 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$1,032.3 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 3 February 2021 (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 3 February 2021 and will be
settled on or around 5 February
2021).
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$500,000,000 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, on or about the settlement date of the New Notes, to
exercise its right to optionally redeem 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 Conditions and the terms of the Trust Deed. 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 following table shows information regarding the Notes
subject to the Tender Offer as well as the principal amount
outstanding and the Consideration with respect to the Notes:
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding
|
Consideration
|
3.95%
Senior Notes due
2022
|
CUSIP: Y00130 HS9,
ISIN: USY00130HS90 (Regulation
S)
CUSIP: 00652M AC6,
ISIN:
US00652MAC64 (Rule 144A)
|
US$500,000,000
|
US$1,032.3
per US$1,000 principal
amount
|
Tendered Notes may be withdrawn at any time prior to the
Expiration Time so long as they are validly withdrawn in accordance
with the procedures set forth in the Tender Offer Memorandum.
The Company has engaged Barclays Bank PLC, Citigroup Global
Markets Limited, J.P. Morgan Securities plc and Standard Chartered
Bank (the "Joint Dealer Managers") to serve as dealer managers for
the Tender Offer. For additional information regarding the terms of
the Tender Offer, please contact Barclays Bank PLC at +852 2903
3266/njasyndicate@barclays.com; Citigroup Global Markets Limited at
+852 2501 2552/+44 20 7986 8969/ +1 212 723
6106/liabilitymanagement.asia@citi.com; J.P. Morgan Securities plc
at +44 20 3493 0682/liability_management_asia@jpmorgan.com; and
Standard Chartered Bank at +44 207 885 8888/
liability_management@sc.com.
The Company has appointed Morrow Sodali Limited ("Morrow
Sodali") to serve as the information and tender agent for the
Tender Offer. Questions regarding the Tender Offer should be
directed to Morrow Sodali at the contact details provided.
Documents for the Tender Offer, including the Tender Offer
Memorandum and Notice of Guaranteed Delivery, are available at the
Tender Website: https://bonds.morrowsodali.com/adaniports and may
also be obtained by contacting Morrow Sodali by telephone in
New York: +1 203 609 4910 ,
London: +44 20 8089 3287 and
Hong Kong: +852 2319 4130 or
by email at adaniports@investor.morrowsodali.com.
The Tender Offer is being made solely pursuant to, and will be
governed by, the Tender Offer Memorandum. This announcement
does not constitute an offer to sell or the solicitation of an
offer to buy any securities (including, without limitation, the New
Notes) nor will there be any sale of any securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement Concerning Forward-Looking
Statements:
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the U.S. Securities
Exchange Act of 1934, and are subject to the safe harbor created
thereby. Actual results may differ materially from these
statements. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
"expect", "intend", "may", "will", or other words or phrases of
similar import but these are not the exclusive means of identifying
these statements. Although the Company believes that the
expectations reflected in its forward-looking statements are
reasonable, such expectations might not prove to be correct.
Statements in this press release speak only as of the date of this
press release, and the Company disclaims any responsibility to
update or revise such statements.
Investor and Media Contact:
Roy
Paul
|
Adani
Group
|
Tel:
91-79-25556628
|
roy.paul@adani.com
|
Disclaimers
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
Notes is being made pursuant to this announcement.
This announcement and the Tender Offer Memorandum contain
important information which must be read carefully before any
decision is made with respect to the Tender Offer. If any holder of
Notes is in any doubt as to the action it should take, it should
seek its own legal, tax and financial advice, including as to any
tax consequences, from its legal, accounting, financial and other
advisers. Any holder whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the Tender
Offer. None of the Company, the Joint Dealer Managers, Morrow
Sodali, the Trustee or any of their respective directors, officers,
employees, agents or affiliates, makes any recommendation as to
whether holders of Notes should participate in the Tender
Offer.
Each holder of Notes participating in the Tender Offer will be
deemed to give certain representations as set out in the section
titled "Procedures for Tendering Notes" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Tender
Offer from a holder of Notes that is unable to make these
representations will not be accepted. Each of the Company, the
Joint Dealer Managers and Morrow Sodali reserves the right, in its
absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a holder of Notes is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender of Notes will not be accepted.
This announcement, the Tender Offer Memorandum and any related
documents do not constitute an offer to buy or the solicitation of
an offer to sell securities in any circumstances or jurisdictions
in which such offer or solicitation is unlawful. Securities may not
be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons
absent registration pursuant to the U.S. Securities Act of 1933
("Securities Act"), or an exemption from registration.
The securities referred to herein have not been and will not be
registered under the Securities Act, or any state securities laws
of the United States, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws. The Company has no intent to register any securities in
the United States or any other
jurisdiction. The New Notes will only be offered to qualified
institutional buyers under Rule 144A of the Securities Act and to
non-U.S. persons outside the United States under Regulation S
under the Securities Act.
If a jurisdiction requires the Tender Offer to be made by a
licensed broker or dealer, and any of the Joint Dealer Managers or
any of their respective affiliates is such a licensed broker or
dealer in such jurisdiction, the Tender Offer will be deemed to be
made by such Joint Dealer Manager or affiliate on behalf of the
Company in such jurisdiction.
This announcement should not be considered as an advertisement,
invitation, offer, sale or solicitation of an offer to subscribe
for or purchase any securities, whether by way of private placement
or to the public, in India. The
New Notes will not be offered or sold, and have not been
offered or sold, in India by means
of any offering document or other document or material relating to
the New Notes, directly or indirectly, in India or to, or for the account or benefit of,
any person resident in India.
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SOURCE Morrow Sodali