The Competition Commission of India has   approved subscription to optionally convertible debentures of GMR Infra Enterprises Private Limited by Platinum Stone A 2014 Trust (acting through its trustee Platinum Rock B 2014 RSC Limited).

The proposed combination involves proposed subscription to unlisted and unrated optionally convertible debentures (OCDs) of GMR Infra Enterprises Private Limited (Target SPV) by Platinum Stone A 2014 Trust (acting through its trustee Platinum Rock B 2014 RSC Limited) (Acquirer). Prior to the issuance of OCDs as well as post the Acquirer’s subscription to the OCDs, the Target SPV will acquire a cumulative of approximately 9% of the shareholding (on a fully diluted basis) of GMR Airports Limited (GAL) from its promoter, i.e., GMR Enterprises Private Limited (GEPL). Such shareholding of GAL held by the Target SPV will be pledged in favour of the Acquirer with a view to secure the OCD subscription amount (Proposed Combination).

The Acquirer is a trust established under the laws of the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (acting through its Trustee, Platinum Rock B 2014 RSC Limited), whose sole beneficiary is The Abu Dhabi Investment Authority, a public institution established by the Government of the Emirate of Abu Dhabi as an independent investment institution.

GAL is a public company with its shares listed on the stock exchanges. GAL, through its subsidiaries, is engaged in developing, managing, and operating airports in India and around the world, while also being engaged in associated business activities. In India, GAL currently operates and manages three operational airports, through Delhi International Airport Limited, GMR Hyderabad International Airport Limited and GMR Goa International Airport Limited. The Target SPV does not have any business operations at present.

Detailed order of the Commission will follow.

Competition clearance for acquisition financing via optionally convertible debentures secures pledged airport shares to back subscription. The Competition Commission approved a combination in which Platinum Stone A 2014 Trust will subscribe to unlisted, unrated optionally convertible debentures of GMR Infra Enterprises Private Limited. The Target SPV will acquire approximately nine percent of the fully diluted shareholding of GMR Airports Limited from its promoter and pledge that GAL shareholding in favour of the Acquirer to secure the OCD subscription. The Acquirer is a trust whose sole beneficiary is a sovereign investment institution; the Target SPV currently has no business operations.