Adani Gas sells large stake to Total

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Total and Adani have signed definitive agreements to deepen their partnership to supply and market natural gas in India. Total will acquire a 37.4% stake in Adani Gas for ₹61 billion (US$864 million). The acquisition forms the largest foreign direct investment in India’s city gas distribution sector.

On the significant aspects of the deal, Cyril Amarchand Mangaldas (CAM) partner Ravi Kumar said: “The transaction involves acquisition of a significant stake by a non-resident in an Indian-listed company engaged in a highly regulated sector. Additionally, some of the promoter shareholders are non-resident.”

Kumar said the transaction involved complex structuring and documentation, “given the interplay of various stakeholders and regulations including the Securities and Exchange Board of India [SEBI] Takeover Code, SEBI’s Listing Obligations and Disclosure Requirements (LODR) and foreign exchange regulations, tax, antitrust laws, Companies Act, and sector-specific regulations”.

Total will first make a tender offer to public shareholders and then acquire the remaining shares from the Adani family. The Adani family and Total shareholders will ultimately hold 37.4% each and public shareholders will hold the remaining 25.2% in accordance with public shareholding regulations.

Adani and Total plan to make significant investments in the next 10 years to develop India’s gas infrastructure and distribution in more than 15 states, reaching out to approximately 7.5% of India’s population. Adani and Total will also build a fuel retail network of 1,500 retail stations on the main roads of the country including highways and intercity connections. The equity support will help Adani Gas to accelerate project executions in all its new geographical areas.

The partnership also includes the development of regasification terminals including Dhamra LNG, on the eastern coast of India.

CAM advised Adani and its promoters on the structure, legal and regulatory issues connected with the transaction under Indian law and drafting, reviewing and negotiating definitive documents with Total.

The firm was represented by managing partner Cyril Shroff, partners L Viswanathan, Ravi Kumar, Ruetveij Pandya, Paridhi Adani and Avaantika Kakkar, and the head of international taxation, Daksha Baxi.

AZB & Partners advised Total and the firm was represented by managing partner Zia Mody, partners Ashwath Rau, Kashish Bhatia and Medha Marathe, and senior associate Armaan Patkar.

Latham and Watkins also represented Total, while Clifford Chance represented Adani.