Adani Enterprises Limited (“AEL” or the “Company”), proposes to open on Friday, January 27, 2023, its further public offering (“FPO”) aggregating up to ₹ 20,000 crore* issued on a partly paid basis.
*Assuming full subscription and Allotment and receipt of all Call Monies with respect to the FPO Equity Shares
The FPO comprises partly paid-up equity shares of face value of ₹ 1 each (“FPO Equity Shares”) of the Company for cash at a price# (including a premium) per FPO equity share by way of a fresh issue (the “Offer”). The Offer includes a reservation of FPO equity shares aggregating up to ₹ 50 crore for subscription by eligible employees not exceeding 5% of the post-Offer paid-up equity capital (“Employee Reservation Portion”).
# A discount of ` 64 per FPO Equity Share is being offered for Retail Individual Bidders Bidding in the Retail Portion of the Offer.
The Price Band for the FPO Offer has been fixed from ₹ 3,112 to ₹ 3,276 per FPO Equity Share. Bids can be made for a minimum of 4 FPO Equity Shares and in multiples of 4 FPO Equity Shares thereafter. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date. The FPO Offer will close on Tuesday January 31, 2023. UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.
The Retail Portion of the offer will be at a discount of ₹ 64 per FPO Equity Share for retail investors and such discount should be considered as part of the red herring prospectus dated January 18, 2023 (“RHP”) and should be read in conjunction with the RHP.
Adani Enterprises proposes to utilise ₹10,869 crore of the Net Proceeds of the FPO towards funding capital expenditure requirements of some of its subsidiaries in relation to certain projects of the green hydrogen ecosystem; improvement works of certain existing airport facilities; and construction of greenfield expressway. Adani Enterprises also proposes to utilise ₹ 4,165 crore to repay in full or part, certain borrowings of the Company and three of its subsidiaries, namely, Adani Airport Holding Limited, Adani Road Transport Limited, and Mundra Solar Limited. The rest will be utilised towards general corporate purposes.
The FPO Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges.
The Book Running Lead Managers (“BRLMs”) to the Offer are ICICI Securities Limited, Jefferies India Private Limited, SBI Capital Markets Limited, Axis Capital Limited, BOB Capital Markets Limited, IDBI Capital Markets & Securities Limited, JM Financial Limited, IIFL Securities Limited, Monarch Networth Capital Limited and Elara Capital (India) Private Limited.
The Offer is being made in terms of Regulation 155 of the SEBI ICDR Regulations. The Offer is being made in accordance with Regulation 129(1) of the SEBI ICDR Regulations and through a book building process wherein not more than 50% of the Net Offer shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”).
The Company in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), out of which at least one-third shall be reserved for allocation to domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance FPO Equity Shares shall be added to the portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders, in accordance with Regulation 129(1) of the SEBI ICDR Regulations, out of which (a) one third of such portion shall be reserved for Bidders with Bids exceeding ₹2,00,000 up to ₹10,00,000; and (b) two third of such portion shall be reserved for applicants with Bids exceeding ₹10,00,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
All potential Bidders, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID in case of UPI Bidders) in which the corresponding Bid Amounts will be blocked by the SCSBs, or by the Sponsor Bank(s) under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.
The FPO Equity Shares offered through the RHP are proposed to be listed on BSE and NSE.
