NTPC Limited — Capital/Financing Update 2020

Mar 26, 2020

Ref. No.: 01:SEC: NTPC Dated: 26/3/2020

General Manager Department of Corporate Services BSE Limited Floor 25, Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001

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

Sub.: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in continuation of our disclosures dated January 27, 2020 and on March 20, 2020, this is to inform that the Company has, on March 25, 2020, executed a Share Purchase Agreement with the President of India for acquisition of legal and beneficial ownership of 2,73,09,406 equity shares held by the President of India in THDC India Limited (THDCIL) and the acquisition of beneficial ownership in 6 equity shares held by the nominees of the President of India in THDCIL (collectively representing 74.496% of the total paid up share capital of THDCIL) for an aggregate consideration of INR 7500 crore (Rupees Seven Thousand Five Hundred Crore only). The acquisition is subject to satisfaction of customary conditions precedent.

A detailed disclosure pursuant to Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by the Securities and Exchange Board of India (SEBI), is enclosed herewith.

This is for your kind information and records.

Thanking you.

Yours faithfully,

Sd/- (Nandini Sarkar) Company Secretary & Compliance Officer

Enclosed: as above

NTPC Limited (A Govt. of India Enterprises) Corporate Centre

Disclosure by NTPC Limited pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 issued by SEBI

Disclosure on execution of Share Purchase Agreement to acquire 74.496% of equity shares of THDC India Limited from the President of India

S. No.	Particulars	Details
1.	Name of the target	The target entity, namely THDC India Limited ("THDCIL") was
	entity, details in brief	incorporated on July 12, 1988. It is a joint venture of the
	such as size, turnover	Government of India (74.496%) and the Government of Uttar
	etc.	Pradesh (25.504%) and is a Mini-ratna Category I Central Public
		Sector Enterprise. THDCIL is primarily engaged in the business
		of development of conventional/ non-conventional/ renewable
		sources of energy and river valley projects.
		As of March 31, 2019, the balance sheet size of THDCIL stood
		at INR 15,577.83 crore. The authorized share capital of THDCIL
		is INR 40,00,00,00,000 and the total issued, subscribed and paid
		up share capital of THDCIL is INR 36,65,88,17,000, as on the
		date of acquisition. The total loan book of THDCIL was INR
		4,414.78 crore with a turnover of INR 2,850.29 crore and Profit
		After Tax of INR 1,255.63 crore during 2018-19 (all figures on
		standalone basis).
2.	Whether the	The President of India is the common promoter of both NTPC
	acquisition would fall	Limited (51.02%) and THDCIL (74.496%) and is the seller of
	within related party	shares held by it in THDCIL to NTPC Limited. The proposed
	transaction(s) and whether the promoter/	transaction is thus a related party transaction between the Government of India and a government company, i.e. NTPC
	promoter group/ group	Limited within the meaning of the Securities and Exchange
	companies have any	Board of India (Listing Obligations and Disclosure
	interest in the entity	Requirements) Regulations, 2015 ("LODR Regulations") and
	being acquired? If yes,	the Companies Act, 2013 ("Act").
	nature of interest and
	details thereof and	SEBI has granted necessary exemption from the application of
	whether the same is	Regulations 23(2) and 23(4) of the LODR Regulations to NTPC
	done at "arm's length"	Limited for this proposed transaction vide its letter dated
		February 18, 2020.
		Section 188(1) of Act read with Rule 15(3) of the Companies
		(Meetings of Board and its Powers) Rules, 2014 ("Rules")
		specifies the limits for transactions beyond which a related party
		transaction shall require approval of the shareholders. Ministry
		of Corporate Affairs has vide Notification No. G.S.R. 463(E),
		dated June 5, 2015, read with notification dated March 2, 2020
		inter alia exempted the application of the first and second proviso
		to Section 188(1) of the Act to contracts or arrangements entered
		into by a Government company with the Central Government.
		The proposed transaction between NTPC Limited (a Government

NTPC Limited

		Company) and the Government of India (Central Government) is thus exempt from the requirement of taking approval from shareholders under Section 188(1) of the Act. The proposed transaction is at arm's length price.
3.	Industry to which the entity being acquired belongs	Power
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The Cabinet Committee on Economic Affairs ("CCEA") in its meeting held on November 21, 2019, granted an 'in-principle' approval to the proposal of the Department of Investment and Public Asset Management, Ministry of Finance, Government of India, for the strategic disinvestment of Government of India's shareholding in THDCIL to NTPC Limited along with transfer of management control. In furtherance to the said decision of the CCEA, the Board of Directors of NTPC Limited vide resolution dated January 27, 2020 granted an in-principle approval for the acquisition of the entire stake held by the Government of India in THDCIL. Subsequently, requisite approvals were obtained from SEBI and the Competition Commission of India ("CCI"). The takeover of THDCIL i.e. primarily a hydropower generating company would help NTPC Limited to unlock potential synergies with many of its existing projects and gain deep domain expertise in developing hydropower projects in difficult terrains of the country. NTPC has conducted a thorough evaluation of the said transaction and the same will benefit NTPC as THDCIL has operational portfolio of 1513 MW comprising hydro power generation portfolio of 1,400 MW and wind power generation portfolio of 113 MW. Further, it has projects with aggregate capacity of 2,838 MW (1,468 MW – hydro power projects, 50 MW – solar power project and 1,320 – thermal power project) under various stages of implementation.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	1. The CCEA has provided its in-principle approval for the proposed acquisition on November 21, 2019; 2. SEBI has granted exemption dated February 18, 2020 for exemption from obtaining audit committee and shareholders' approval for related party transaction under Regulations 23(2) and 23(4) of LODR Regulations; and 3. CCI has granted approval dated February 24, 2020 under Section 31(1) of the Competition Act, 2002.
6.	Indicative time period for completion of the acquisition	On or before March 31, 2020.

(A Govt. of India Enterprises) Corporate Centre

7. 8.	Nature of consideration - whether cash consideration or share swap and details of the same Cost of acquisition or the price at which the shares are acquired	Cash consideration. INR 2,746.31 (Rupees two thousand seven hundred forty-six and thirty-one paise only) per share and total consideration of INR 7500 crore (Rupees Seven Thousand Five Hundred Crore Only).
9.	Percentage of shareholding/ control acquired and/ or number of shares acquired	Acquisition of legal and beneficial ownership of 2,73,09,406 Equity Shares of face value of INR 1000 per share and the beneficial ownership in 6 Equity Shares of face value of INR 1000 per share, collectively amounting to 74.496% of the total paid up capital of THDCIL.
10.	Brief background about the entity acquired in terms of products/ line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Name: THDC India Limited Date of Incorporation: 12.07.1988 CIN: U45203UR1988GOI009822 Whether listed: The equity shares of THDCIL are unlisted. The corporate bonds issued by THDCIL are listed on the BSE Limited and the National Stock Exchange of India Line of business: Power generation Country of presence: India Turnover during last three years: FY 2016-17 - INR 2235.97 crore, FY 2017-18 - INR 2223.19 crore, FY 2018-19 - INR 2850.29 crore

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