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Adani Power Limited Capital/Financing Update 2020

Jun 23, 2020

62310_rns_2020-06-23_3147969d-4ae6-4453-9f62-df08cd936d3f.pdf

Capital/Financing Update

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Power

June 23, 2020

BSE Limited Floor 25, P J Towers, Dalal Street, Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Scrip Code: 533096

Scrip Code: ADANIPOWER

Dear Sires)

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("SEBI LODR")

This is to inform you that Adani Power Limited (the "Company") has entered into a Share Sale and Purchase Agreement ("SSPA") to acquire from AES OPGC Holding and AES India Private Limited (collectively referred to as "Sellers") a total of 89,30,237 equity shares held in Odisha Power Generation Corporation Limited ("OPGC") representing 49% of the total issued, paid-up and subscribed equity share capital of OPGC.

The SSPA is subject to customary conditions precedent and receipt of the approvals as listed in Annexure I hereto. The balance 92,94,737 shares representing 51% of the share capital of OPGC will continue to be legally and beneficially held by the Government of Odisha.

The details required under Regulation 30 of SEBI LODR read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure I hereto. A Note on the aforesaid acquisition is enclosed as Annexure II for your perusal and information.

Further, pursuant to Regulation 30(8) of SEBI LODR the enclosed disclosures and Note will also be made available on the Company's website.

Kindly take the same on record.

Thank you.

Deepak Pandya Company Secretary

Encl.: As above

_ Adani Power Ltd Adani Corporate House Shantigram. S G Highway Ahmedabad 382 421 Gujarat India CIN: L40100GJ1996PLC030533

Tel +917926567555 _ Fax +91 79 2555 7177 info@adanLcom www.adanLcom

Registered Office: Shikhar. Nr Mithakhali Six Roads. Navrangpura. Ahmedabad - 380009. Gujarat. India.

Power

Annexure I

Disclosure under sub-para (1) [i.e. Acquisition(s) (including agreement to acquire)] of Para CA) of Part CA) of Schedule III to the Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

Sn Items for Disclosure Description
1. of
target
Name
the
entity,
brief such as
details in
size,
Odisha Power Generation Corporation
Limited
turnover etc. Turnover (Total Income) -
INR 887.71 Crore
for FY 2018-19 as per audited financ'ials of
OPGC.
2. Whether the acquisition would
within
related
party
fall
transaction(s) and whether the
promoter/
promoter
group/
The acquisition does not fall within related
party transactions. The promoter/promoter
group have no interest in OPGC.
group
companies
have
any
interest
the
entity
in
being
acquired?
If yes, nature of interest and
details thereof and whether the
same is done at "arms length"
3. entity
Industry to
which
the
being acquired belongs
of
the
OPGC
is
engaged
in
business
operating
maintaining
establishing,
and
thermal power generating stations in the
state of Odisha.
4. of
Objects
and
effects
but not
acquisition (including
limited to, disclosure of reasons
for acquisition of target entity,
if its business is outside the
main line of business of the
listed entity)
operates 1,740 MW thermal
power
OPGC
plant at Banharpalli in Jharsuguda district,
Odisha. This plant is the mainstay of the
Odisha state for base load power supply and
amongst the lowest cost power generated in
the state. The supercritical capacity of 1,320
MW is a recently commissioned modern plant
with low carbon footprint. The plant has a
long term power purchase agreement (PPA)
valid for 25 years with the state owned off
taker GRIDCO and sources fuel from a nearby
captive mine. Government of Odisha holds
the
balance
stake
in
OPGC.
The
51%
acquisition
into
also
marks
APL's
foray
Odisha state and it demonstrates the Adani
Group's long term commitment to develop
and operate high quality infrastructure in the
committed
for
state.
Adani
Group
is

Adani Power Ltd Adani Corporate House Shantigram. S G Highway Ahmedabad 382 421 Gujarat India CIN: L40100GJ1996PLC030533 Tel +91 79 26567555 Fax +91 79 25557177 [email protected] www.adani.com

Registered Office: Shikhar. Nr Mithakhali Six Roads. Navrangpura. Ahmedabad - 380009. Gujarat. India.

adani

Power

Sn Items for Disclosure Description
successful and mutually beneficial long term
partnership with Government of Odisha and
5. of
Brief
details
any
the people of this progressive state.
to
The
proposed
transaction
is
subject
governmental
or
regulatory
for
approvals
required
the
acquisition
compliance with applicable requirements in
relation to the Government of Odisha and the
receipt of the following regulatory approvals:
Competition Commission of India; and
1)
Reserve Bank of India.
2)
6. for
Indicative
time
period
6 months from the date of signing of the
completion of the acquisition Share Sale and Purchase Agreement.
7. of
Nature
consideration
-
whether cash consideration or
share swap and details of the
same
consideration
to
two
Cash
be
paid
in
tranches.
8. Cost of acquisition or the price
at
which
the
shares
are
acquired
INR equivalent of USD 135,000,000.
9. of shareholding /
Percentage
control
acquired
and
/
or
number of shares acquired
of
89,30,237
equity
shares
OPGC
representing 49% of the total issued, paid-up
and subscribed equity share capital of OPGC.
10. Brief
background
about
the
of
entity
acquired
in
terms
of
products/line
business
acquired, date of incorporation,
history of last 3 years turnover,
of
the
OPGC
is
engaged
in
business
establishing,
operating
and
maintaining
thermal power generating stations in the
state of Odisha.
country in which the acquired
entity has
presence
and
any
other significant information (in
brief)
of
was
incorporated
in
the
name
OPGC
'Orissa
Power
Generation
Corporation
1984
Limited',
on
November
14,
a
as
government company within the jurisdiction
of
of
the
Registrar
Companies,
Orissa.
of
Subsequently,
the
name
was
OPGC
changed
to
'Odisha
Power
Generation
Corporation Limited' and consequent to the
of
of
change
certificate
name,
a
fresh
incorporation was issued to OPGC by the
Registrar of Companies, Orissa on February 9,
2012.
The turnover (total income) of OPGC during
last 3 audited financial years 2019, 2018 and
2017 is INR 887.71 Crore, INR 613.36 Crore
and INR 758.09 Crore, respectively.

Adani Power Ltd Adani Corporate House Shantigram. S G Highway Ahmedabad 382 421 Gujarat India CIN: L40100GJ1996PLC030533 Tel ic91 79 26567555 Fax +91 79 25557177 [email protected] www.adani.com

Registered Office: Shikhar. Nr Mithakhali Six Roads. Navrangpura. Ahmedabad - 380 009. Gujarat. India.

Adani Power Limited signs definitive agreements with AES

Adani Power Limited (APL), India's largest private sector power producer, has signed a definitive agreement to acquire the 49% stake in Odisha Power Generation Corporation (OPGC) from the affiliates of The AES Corporation (AES), the US-based global energy company.

OPGC operates 1,740 MW thermal power plant at 8anharpalli in Jharsuguda district, Odisha. This plant is the mainstay of the Odisha state for base load power supply and amongst the lowest cost power generated in the state. The supercritical capacity of 1,320 MW is a recently commissioned modern plant with low carbon footprint. The plant has a long-term power purchase agreement (PPA) valid for 25 years with the state owned off taker GRIDCO and sources fuel from a nearby captive mine. Government of Odisha holds the balance 51% stake in OPGC. The acquisition also marks APL's foray into Odisha state, and it demonstrates the Adani Group's long-term commitment to develop and operate high quality infrastructure in the state. Adani Group is committed for successful and mutually beneficial long-term partnership with Government of Odisha and the people of this progressive state.

AES and Adani Group shall continue to partner to facilitate the delivery of renewables and energy storage in India.

The Transaction is subject to customary regulatory approvals including compliance with applicable requirements in relation to the Government of

Adani Power Ltd Adani Corporate House Shantigram. S G Highway Ahmedabad 382 421 Gujarat India CIN: L40100GJ1996PLC030533 Tel +91 79 26567555 Fax +91 79 25557177 [email protected] www.adani.com

Registered Office: Shikhar. Nr Mithakhali Six Roads. Navrangpura, Ahmedabad - 380 009, Gujarat, India.

Odisha and the receipt of regulatory approvals such as Competition Commission of India and Reserve Bank of India,

About Adani Power Limited

Adani Power (APL), a part of the diversified Adani Group, is the largest private power producer in India, With the help of a world-class team of experts in every field of power, Adani Power is on course to achieve its growth potential. The company is harnessing technology and innovation to transform India into a power-surplus nation and provide quality and affordable electricity for all.

Adani Power Ltd Adani Corporate House Shantigram, S G Highway Ahmedabad 382 421 Gujarat India CIN: L40100GJ1996PLC030533

Tel +9J 79 26567555 Fax +91 79 25557177 [email protected] www.adani.com

Registered Office: Shikhar, Nr Mithakhali Six Roads, Navrangpura, Ahmedabad - 380009, Gujarat, India.