NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW
EBENE, Mauritius, Dec. 27, 2021 /PRNewswire/ -- Azure Power Global
Limited (NYSE: AZRE), an independent renewable power producer in
India, announced today that its
Board of Directors has approved a rights offering to raise proceeds
of up to $249,938,599. Pursuant to
the rights offering, each shareholder of the Company will receive
one non-transferable subscription right (a "Right") for each equity
share, par value $0.000625 per share
(an "Equity Share") held as of 5:00 p.m.,
Eastern Time, on January 6,
2022 (the "Record Date"). The rights offering will be made
only by means of a prospectus, and this announcement does not
constitute an offer to sell, or a solicitation of an offer to buy,
any of the Company's securities.
SUMMARY OF THE TERMS OF THE OFFERING
- Each shareholder of the Company will receive one Right for each
Equity Share held as of 5:00 p.m., Eastern
Time, on the Record Date which shall be January 6, 2022.
- Each Right will entitle the holder to purchase 0.3275 Equity
Shares, at the subscription price of $15.79 per whole Equity Share.
- No fractional Equity Shares will be issued in the rights
offering. Any fractional Equity Shares created by the exercise of
the Rights will be rounded down to the nearest whole share.
- The Rights are non-transferable and will not be listed on the
New York Stock Exchange ("NYSE") or any other stock exchange or
market.
- CDPQ Infrastructures Asia Pte Ltd. ("CDPQ"), which held as of
December 23, 2021, 24,259,272 Equity
Shares that represented 50.2% of the Company's outstanding Equity
Shares, and OMERS Infrastructure Asia Holdings Pte. Ltd. ("OMERS"),
which held as of December 23, 2021,
9,333,178 Equity Shares that represented 19.3% of the Company's
outstanding Equity Shares, have each entered into a Backstop
Agreement with the Company. Under the Backstop Agreements, CDPQ and
OMERS have agreed with the Company to exercise fully all their
Basic Subscription Rights in this rights offering. In addition,
under the Backstop Agreements, CDPQ and OMERS have agreed with the
Company to purchase any Equity Shares that remain unsubscribed as a
result of any unexercised Rights in the rights offering.
- The distribution of the Rights is expected to commence on
January 7, 2022, to holders of Equity
Shares of record as of the Record Date.
- The rights offering expires at 5:00
p.m., Eastern Time, on January 24,
2022 (the "Expiration Date"), unless extended by the
Company.
The subscription agent for the rights offering will send a
Rights certificate to each registered holder of the Company's
Equity Shares as of the close of business (Eastern time) on the
Record Date, based on the Company's registry maintained at the
transfer agent for its Equity Shares. Holders of Equity Shares in
"street name" through a brokerage account, bank, or other nominee
will not receive a physical Rights certificate, and instead, such
holders must instruct their broker, bank, or nominee whether or not
to exercise subscription Rights on their behalf. For any questions
or further information about the rights offering, please call
Georgeson LLC, the information agent for the rights offering, at
(888) 607-9107 (U.S. toll-free) or + 1 781-575-2137 (for
international calls).
The rights offering will be made pursuant to the Company's
effective shelf registration statement on Form F-3 (File No.
333-249479), as amended, on file with the Securities and Exchange
Commission (the "SEC"), and a prospectus supplement filed with the
SEC today.
The information herein is not complete and is subject to change.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Rights, Equity Shares or
any other securities, nor will there be any sale of the Rights,
Equity Shares or any other securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. This
document is not an offering, which can only be made by a
prospectus. The base prospectus contains additional information
about the Company, and the prospectus supplement contains
additional information about the rights offering and should be read
carefully before investing. For any questions or further
information about the rights offering, or to obtain a prospectus
supplement and the accompanying prospectus, when available, please
contact Georgeson LLC, the information agent for the rights
offering, at (888) 607-9107 (U.S. toll-free) or + 1 781-575-2137
(for international calls).
About Azure Power
Azure Power (NYSE: AZRE) is a leading independent renewable
power producer with a pan-India
portfolio of over 7.4 gigawatts. Azure Power developed India's first private utility scale solar
project in 2009 and has been at the forefront in the sector as a
developer and operator of solar projects since its inception. With
its in-house engineering, procurement and construction expertise
and advanced in-house operations and maintenance capability, Azure
Power manages the entire development and operation process,
providing low-cost solar power solutions to customers throughout
India. For more information,
visit: www.azurepower.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended and the Private Securities Litigation Reform Act of
1995, including statements regarding the Company's future financial
and operating guidance, operational and financial results such as
estimates of nominal contracted payments remaining and portfolio
run rate, and the assumptions related to the calculation of the
foregoing metrics. The risks and uncertainties that could cause the
Company's results to differ materially from those expressed or
implied by such forward-looking statements include: the
availability of additional financing on acceptable terms; changes
in the commercial and retail prices of traditional utility
generated electricity; changes in tariffs at which long term PPAs
are entered into; changes in policies and regulations including net
metering and interconnection limits or caps; the availability of
rebates, tax credits and other incentives; the availability of
solar panels and other raw materials; its limited operating
history, particularly as a new public company; its ability to
attract and retain its relationships with third parties, including
its solar partners; its ability to meet the covenants in its debt
facilities; meteorological conditions issues related to the corona
virus; supply disruptions; power curtailments by Indian state
electricity authorities and such other risks identified in the
registration statements and reports that the Company has filed with
the U.S. Securities and Exchange Commission, or SEC, from time to
time. All forward-looking statements in this press release are
based on information available to us as of the date hereof, and the
Company assumes no obligation to update these forward-looking
statements.
Investor Contact:
Vikas Bansal
ir@azurepower.com
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