The Finance Committee of Adani Ports and Special Economic Zone Ltd approved a Tender Offer to repurchase up to US$345.137 million of its 4.0% Senior Notes due 2027 and up to US$150 million of its 3.10% Senior Notes due 2031. This decision follows prior intimations and secures approval for the necessary documentation, including the Tender Offer Memorandum and the Dealer Manager Agreement. The transaction is confirmed not to be a related party transaction.
Outcome of Finance Committee Meeting
Adani Ports and Special Economic Zone Limited announced the outcome of its Finance Committee meeting held on February 10, 2026. The primary resolution was the approval of a Tender Offer to purchase outstanding senior notes for cash.
Details of the Proposed Tender Offer
The Committee sanctioned the repurchase of Notes up to the following principal amounts:
- (i) US$345,137,000 in principal amount of its outstanding 4.0% Senior Notes due 2027.
- (ii) US$150,000,000 in principal amount of its outstanding 3.10% Senior Notes due 2031.
Collectively, these instruments are referred to as the “Notes” for the purpose of the Tender Offer.
Documentation and Agreements Approved
Furthermore, the Committee approved several key documents necessary for executing the Tender Offer:
- The Tender Offer Memorandum to be issued to the noteholders.
- The Dealer Manager Agreement to be executed between the Company and the dealer managers.
- Any other requisite documentation for the offer’s execution.
Key Terms of the Dealer Manager Agreement
The major terms outlined for the Dealer Manager Agreement are summarized below:
- Purpose: The Dealer Managers will identify and contact holders of the Notes to solicit offers to sell the Notes to the Company for purchase.
- Scope: The agreement is directly related to the tender offer targeting the aforementioned notes totalling up to US$495,137,000.
- Shareholding: The Company confirms it holds no shareholding in any of the Dealer Manager entities.
- Related Parties: None of the Dealer Managers are related to the promoter group or group companies of the Company.
- Related Party Transaction Status: The transaction resulting from the Tender Offer will not be a related party transaction.
The meeting of the Finance Committee commenced at 4.15 am and concluded at 4.45 am on the same day.
Important Regulatory Note
The announcement includes a critical note stating that the Tender Offer Memorandum has not been registered as an offer document (prospectus) with any Registrar of Companies or regulatory body in India, except where mandatory disclosure is required under applicable Indian laws, including SEBI regulations. The offering of the Notes does not constitute an offer or solicitation in India in violation of Indian laws.
Source: BSE
