Second India deal in a week for Nabarro India Group

Reverse takeover and £33 million Placing

14 February 2011

Nabarro LLP is advising AIM-listed Infrastructure India plc (Infrastructure India), on its proposed acquisition of interests in Indian infrastructure assets and simultaneous placing to raise up to £33 million.

Acquisitions
Infrastructure India has entered into agreements to acquire interests in Indian infrastructure assets from Guggenheim Global Infrastructure Limited (GGIC), companies associated with GGIC and Bangalore-based Anuradha Holdings Private Limited (AHP).

The transaction values the acquired assets at a net asset value of US$191.5 million and implies an estimated net asset value of the combined business at approximately US$258 million (based on the 30 September 2010 reported estimated net asset value of Infrastructure India of £41.8 million). Due to the size of the transaction , the acquisition from GGIC and its associated companies is treated as a reverse takeover under the AIM Rules for Companies.

Infrastructure India currently invests in two projects in India: the Shree Maheshwar Project, which is expected to be one of the largest privately owned Indian hydroelectric schemes when it is fully commissioned; and a 125km toll road project.

As a result of the acquisitions, Infrastructure India would acquire a 50 per cent. interest in India Hydropower Development Company, LLC which has developed, completed and operates a range of income producing and in-development hydroelectric power assets and an interest of up to 99.99 per cent., in aggregate, in Vikram Logistic & Maritime Services Private Limited (VLMS), a company that has developed and operates transportation and container processing infrastructure in India. In addition, VLMS is in the process of acquiring two substantial tracts of land in Bangalore and Chennai in order to develop new container processing facilities, including, potentially, two FTWZ (Free Trade and Warehousing Zone ) bonded warehouse facilities.

Fundraising
In addition, Infrastructure India is raising up to approximately £33 million through a placing of new ordinary shares by Akur Partners LLP, Smith & Williamson Corporate Finance Limited and Westhouse Securities Limited. The net proceeds of the placing are intended to assist in the future development of the company, providing the company with a broader capital base from which to consider potential corporate transactions as well as providing forward momentum for the company, and also to ensure that the company has sufficient working capital in relation to the broader range of investments that will be held by it following completion of the acquisitions.

The Nabarro team on this first instruction for Infrastructure India is being led by corporate partner Alasdair Steele and included senior corporate associate Leon Miller and corporate associates John Finnemore and Sarah Melaney. Taylor Wessing LLP are advising GGIC and AHP and Eversheds are advising Akur, Smith & Williamson and Westhouse Securities.

Commenting on the transaction, corporate partner Alasdair Steele said:

"Indian infrastructure projects continue to prove very attractive investment opportunities to international investors, and with the Government of India budgeting to spend some US$ 1 trillion over the next few years in the infrastructure space, we expect to continue to see further international investment into the sector."

"This transaction has allowed us to combine our M&A and equity capital markets expertise with our knowledge of the Indian system to help first-time client Infrastructure India agree this transformational deal."

Ian Binnie, head of Nabarro's India Group added:

"The strength of Nabarro's India practice continues to grow with the Infrastructure India transaction following the £60 million fundraising last week by existing client, OPG Power Ventures plc whose main business is centred in Chennai, and our roles late last year in the SKIL Ports & Logistics £76 million fundraising to develop a Mumbai container and logistics port and takeover of WIN by Hyderabad based telecommunications services provider, IMImobile."

If you would like any further information or have any queries please contact:

For more information please talk to your usual Nabarro contact or:
 
Ian Binnie
Partner, Head of India Group
T + 44 (0)20 7524 6766
i.binnie@nabarro.com