The preliminary placement document dated [9 October 2024] (the
“Preliminary
Placement Document”
) hosted on this website are being made available by
Adani Enterprises Limited (the “Company”) in connection with a proposed
qualified institutions placement (the “Issue”) of its equity shares (
“Equity Shares”
) to eligible qualified institutional buyers in compliance with the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”) and
the Companies Act, 2013, as amended, read with the rules made thereunder
(the “Companies Act”) and delivered to the BSE Limited and the National
Stock Exchange of India Limited.
Nothing herein constitutes an offer of securities for sale in any
jurisdiction where it is unlawful to do so. Any person seeking access to
this portion of the Company’s website represents and warrants to the Company
that they are doing so for information purposes only. Making press
announcements, information and other documents available in electronic
format does not constitute an offer to sell or the solicitation of an offer
to buy securities of the Company. Further, it does not constitute a
recommendation by the Company, SBI Capital Markets Limited, Jefferies India
Private Limited and ICICI Securities Limited (the
“Book Running Lead
Managers”
) or any other party to sell or buy securities of the Company.
You are advised to read this disclaimer carefully before reading, accessing
or making any other use, in whole or in part, of the attached Preliminary
Placement Document.
Please note that owing to restrictions imposed by law
concerning the offer and sale of securities in various jurisdictions, the
documents in this section are directed at, and are intended for distribution
to, and use by, residents of India only.
The Preliminary Placement Document
may not be forwarded or distributed, in whole or in part, to any other
person and may not be reproduced in any manner whatsoever. The information
is not intended for distribution to, or use by, any person or entity in any
jurisdiction or country where distribution or use of such information would
be contrary to law or regulation.
The placement and distribution of the Preliminary Placement Document is
being done in relation to the Issue of Equity Shares of the Company in
reliance on Chapter VI of the SEBI ICDR Regulations and Sections 42 and 62
of the Companies Act and is meant only for qualified institutional buyers as
defined in the SEBI ICDR Regulations, which are not excluded pursuant to the
SEBI ICDR Regulations and other applicable law, on a private placement
basis.
The Preliminary Placement Document is so placed pursuant to the SEBI ICDR
Regulations and are neither intended to nor constitute an invitation to
subscribe or a solicitation of offer to subscribe to the Equity Shares
referred therein. The Preliminary Placement Document is exclusive to the
recipient and does not constitute an offer to the general public or any
other investor to subscribe to the Equity Shares described therein. Unless a
Preliminary Placement Document accompanied by an application form is
addressed to a specific person inviting such person to make a bid through
such application form, no offer and/or invitation of offer shall be deemed
to have been made by the placing of the Preliminary Placement Document
herein.
You may satisfy yourself that you are not subject to any requirements which
prohibit or restrict you from accessing the Preliminary Placement Document.
These documents are not for publication or distribution, directly or
indirectly, in or into the United States. These documents are not an offer
for sale, or a solicitation of an offer to buy, in the United States or to
any U.S. Person (as defined below) of any Equity Shares or any other
securities and the documents are not available to persons in the United
States. You have accessed the attached document(s) on the basis that you
confirm that you are not resident in the United States or a U.S. Person, as
defined in Regulation S under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), or acting for the benefit or account of a U.S.
Person. The Equity Shares referred to in the documents have not been and
will not be registered under the Securities Act or under any state or other
securities laws, and may not be offered or sold within the United States, or
to, or for the account or benefit of, any U.S. Person, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable U.S. state securities
laws. No public offering of the Equity Shares or other securities is being
made in the United States. This does not constitute, and should not be
construed as, “general solicitation” or “general advertising” as defined
under Regulation D of the Securities Act, or “directed selling efforts”
under Regulation S of the Securities Act.
The Preliminary Placement Document is not intended to constitute an offer or
a solicitation or invitation of an offer to subscribe to the Equity Shares
to any person or class of investors other than qualified institutional
buyers as defined in the SEBI ICDR Regulations. No action has been taken or
will be taken that would permit a public offering of the Equity Shares to
occur in any jurisdiction. Accordingly, the Equity Shares may not be offered
or sold, directly or indirectly, and neither the Preliminary Placement
Document nor any Issue related materials or advertisements in connection
with the Equity Shares may be distributed or published, in whole or in part,
in or from any country or jurisdiction except under circumstances that will
result in compliance with any applicable rules and regulations of any such
country or jurisdiction.
The Preliminary Placement Document has not been reviewed and approved by any
regulatory or statutory authority in India or abroad, including the
Securities and Exchange Board of India, any registrar of companies or any
stock exchanges in India. The Preliminary Placement Document has not been
and will not be filed as a prospectus or a statement in lieu of prospectus
with any registrar of companies in India, will not be circulated or
distributed to the public in India or any other jurisdiction, and will not
constitute a public offer in India or any other jurisdiction.
The information in the Preliminary Placement Document is as of the date
thereof unless otherwise specified therein and neither the Company, its
directors nor any of the Book Running Lead Managers is under any obligation
to update or revise the Preliminary Placement Document to reflect
circumstances arising after the date thereof. You are reminded that
documents transmitted in electronic form may be altered or changed during
the process of transmission and consequently, neither the Company, the Book
Running Lead Managers nor any of their respective affiliates, directors,
officers, agents, representatives, advisers and employees accept any
liability or responsibility whatsoever in respect of alterations or changes
which may have taken place during the course of transmission of the
Preliminary Placement Document in electronic format, and do not accept any
liability whatsoever, direct or indirect, that may arise from the use of the
information contained on this website.
You are accessing this website at your own risk and it is your
responsibility to take precautions to ensure that it is free from
viruses. Neither the Company, the Book Running Lead Managers nor any of
their affiliates, their directors, officers, agents, representatives,
advisers and employees will be liable or have any responsibility of any
kind for any loss or damage that you incur in the event of any failure
or disruption of this website, or resulting from the act or omission of
any other party involved in making this website or the data contained
therein available to you, or from any other cause relating to your
access to, inability to access, or use of this website or the
Preliminary Placement Document.
The contents of the Preliminary Placement Document and related documents are
for your information only. You are not authorized and you may not copy or
duplicate all or any part of the documents in this section in any form by
any means, or redistribute it to any other person. Any downloading,
forwarding, delivery, distribution or reproduction, electronically or
otherwise, of the Preliminary Placement Document in whole or in part is
unauthorized. Failure to comply with this disclaimer may result in a
violation of the applicable laws of India and other jurisdictions. Any other
information contained in, or that can be accessed via our website does not
constitute a part of the Preliminary Placement Document. Please be advised
that to view information on this website, you must accept the conditions of
the legal disclaimer.
IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE
IN
ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS,
PLEASE EXIT THIS WEBPAGE.
By clicking on “I Accept”, you are confirming that you are a resident of
India and a qualified institutional buyer (as defined in the SEBI ICDR
Regulations) and you agree and accept that the information contained herein
is not an offer to the public or to any other class of investors. Further,
you also confirm that you have read the legal disclaimer as stated above.
The documentation contained in these pages is posted to comply with
Indian legal and regulatory requirements.
I hereby confirm that,
✓ I am a Resident of India.
✓ I have read the Legal Disclaimer.
