September 2019 Adani Green Energy Limited Restricted Group II – RG 2 STRICTLY CONFIDENTIAL
Confidentiality and disclaimer The securities described in this presentation (the ‘ Notes ’) are being issued by three Co-issuers (as defined herein). The Co-issuers are wholly owned subsidiaries of Adani Green Energy Limited (“ AGEL ”) and together form the restricted group (the “ Restricted Group ”). AGEL is not providing a guarantee or other credit support for the Notes. Certain statements made in this presentation may not be based on historical information or facts and may be “forward-looking statements,” including those relating to general business plans and strategy of the Restricted Group, the future outlook and growth prospects, and future developments of the business and the competitive and regulatory environment, and statements which contain words or phrases such as ‘will’, ‘expected to’, etc., or similar expressions or variations of such expressions. Actual results may differ materially from these forward-looking statements due to a number of factors, including future changes or developments in their business, their competitive environment, their ability to implement their strategies and initiatives and respond to technological changes and political, economic, regulatory and social conditions in India. This presentation and the information contained herein does not constitute a prospectus, offering circular or offering memorandum or an offer, or a solicitation of any offer, to purchase or sell, any securities under the Companies Act, 2013, as amended, or any other applicable law in India, and should not be considered as a recommendation that any investor should subscribe for or purchase any securities in India or any other jurisdiction. Neither this presentation nor any other documentation or information (or any part thereof) delivered or supplied under or in relation to the shares shall be deemed to constitute an offer of or an invitation by or on behalf of the Restricted Group. The Restricted Group, as such, makes no representation or warranty, express or implied, as to, and does not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinions contained herein. The information contained in this presentation, unless otherwise specified is only current as of the date it is made, its accuracy is not guaranteed and it may be incomplete or condensed. The Restricted Group assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events, or otherwise. Unless otherwise stated in this document, the information contained herein is based on management information and estimates. The information contained herein is subject to change without notice and past performance is not indicative of future results. The Restricted Group may alter, modify or otherwise change in any manner the content of this presentation, without obligation to notify any person of such revision or changes. Further, the information in this presentation has not been independently verified. The third party information and statistical data in this presentation have been obtained from industry publications or publicly available sources that the Restricted Group believes to be reliable, but there can be no assurance to the accuracy or completeness of the included information. The reader is solely responsible for forming his or her own view of the Restricted Group and their market position. Accordingly, the Restricted Group does not accept any responsibility or liability whatsoever (in negligence or otherwise, including any third party liability) for any loss or damage arising, directly or indirectly, from the use, distribution or reliance of this presentation. No person is authorized to give any information or to make any representation not contained in and not consistent with this presentation and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of Restricted Group. This presentation does not constitute or form a part of and should not be construed as an offer or invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or acquire any securities or an inducement to enter into investment activity in any jurisdiction, including the United States. No part of it should form the basis of or be relied upon in connection with any investment decision or any contract or commitment to purchase or subscribe for any securities. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) and may not be offered or sold in the United States, without registration under the Securities Act or pursuant to an exemption from registration therefrom. No public offering of the Notes will be made in the U.S. By receiving this document, you are deemed to have represented and agreed that you are either (a) a qualified institutional buyer (within the meaning of Regulation 144A under the Securities Act), or (b) outside the United States This presentation is furnished on a strictly confidential basis only for the exclusive use of the intended recipient and only for discussion purposes, may be amended and supplemented and may not be relied upon for the purposes of any investment decision or entering into any transaction and may not be copied or disseminated, in whole or in part, and in any manner, without the prior consent of the Restricted Group. This presentation contains translations of certain Rupees amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. 1
Summary terms of the notes 3 subsidiaries of Adani Green Energy Limited (“AGEL”) issuing green bonds under a single ISIN and CUSIP • Adani Renewable Energy (RJ) Limited (“ARERJL”) Co-Issuers • Wardha Solar (Maharashtra) Private Limited (“WSMPL”) • Kodangal Solar Parks Private Limited (“KSPPL”) Expected Issue Ratings (S/M/F) Moody’s: Baa3 Fitch : BBB- (Underlying Credit “BBB”) Format 144a / Reg S Ranking Senior secured obligations of the co-issuers Proceeds from the Notes will be used i) primarily for refinancing of outstanding borrowings and payments of other liabilities including capital creditors and ii) other general Use of Proceeds corporate purposes in compliance with ECB guidelines Tenor 20 years door-to-door from the date of funding with average life of 13.35 years Amount / Currency Up to USD [362.5] million Coupon [ ] % , semi-annual payable in arrears Substantially all of the Co-Issuers’ assets, contractual documents, and 100% pledge of shares, including receivables paid under the Co-Issuers PPAs, and their escrow and project Security accounts • Senior Debt Sizing: Senior secured debt quantum linked to NPV of EBITDA forecast (based on 1.6x Project Life Cover Ratio - PLCR) • Senior Debt Service Cover Ratio (“DSCR”) (EOD case) : Shall not be less than 1.10x Covenants • Senior Debt Service Cover Ratio (distribution lock-up) : Distribution linked to graded DSCR • General Distribution Restriction: If FFO/Net Debt < 6% then distribution restricted to 75% of amount available for distribution Senior Debt Service Reserve One semi-annual period equivalent to be maintained in Senior Debt Service Reserve Account for benefit of Note holders Account Change of Control Put At 101% upon Change of Control and a Ratings Decline Governing Law English Law Joint Global Coordinators and Joint Bookrunners 2
Contents 1. Adani Group 2. Restricted Group 2 (“RG 2”) 3. Credit Highlights A. Appendix 3
1 Adani Group STRICTLY CONFIDENTIAL STRICTLY CONFIDENTIAL
Adani – Leading infrastructure and utility portfolio Transport & Logistics Portfolio Utility & Power Portfolio 62.3% 100% 100% 75% 75% 75% 75% Adani Adani Adani Green Adani Gas APSEZ AAPT SRPCL Transmission Power (AGEL) (AGL) (ATL) (APL) 75% Port & Port Rail Transmission & IPP Renewables Gas Distribution Logistics Distribution AEL Incubator 1 100% 100% 100% 100% AWL Data Centre AAHL ATrL Airports Roads Water ~USD 23.5bn* No 1 in Ports, Transmission & Distribution and IPP (Thermal and renewables) in India Independent verticals with independent boards - Integrating ESG into value creation Addressable utility market- ~ 3 million households in Adani Transmission & ~ 10 million in Adani Gas APSEZ: Adani Ports and Special Economic Zone Limited; AAPT: Adani Abbot Point Terminal Pty Ltd; SRPCL: Sarguja Rail Corridor Private Limited; ATL: Adani Transmission Limited; APL: Adani Power Limited; AGEL: Adani Green Energy Limited; AGL: Adani Gas Limited; AAHL: Adani Airports Holdings Limited; ATrL: Adani Transport Limited; AWL: Adani Water Limited Note: 1 Part of Adani Enterprises Limited (AEL) which is a listed entity Green colour represents public traded listed vertical *Market Cap. as on July 31, 2019; Adani Group shareholding as of 30 June 2019 5
Recommend
More recommend
