The Board of GMR Infrastructure Limited (GIL), with other Group companies GMR Power Infra Limited (GPIL) and GMR Power and Urban Infra Limited (GPUIL), has announced a composite Scheme of Arrangement resulting in vertical split demerger of the Non-Airport Business (Energy, EPC, Urban Infrastructure, etc) of GIL into GPUIL, along with amalgamation of GPIL with GIL, as a step preceding demerger.
The restructuring is aimed at creating pure plays in different businesses of the Group thereby attracting sector-specific global investors and unlocking value for the current shareholders of GIL. This will also pave the way for focussed growth and sustained value creation for all stakeholders over a period of time.
Separate listing of both the Airport and Non-Airport Businesses will also help in simplifying the corporate holding structure. The vertical split demerger will go a long way in facilitating deeper understanding of the Airport Business independently as compared to other business verticals within the Group.
While GMR Power and Urban Infra Ltd (GPUIL) will have Energy, EPC and Urban Infrastructure Businesses, GIL will be a Pure Play listed Airports Company.
The scheme aims to create Mirror shareholding of GIL in GPUIL with all existing shareholders of GIL becoming shareholder of GPUIL in the same proportion. The scheme envisages issue of 1 additional share of ₹5 each of GPUIL for every 10 shares in GIL of ₹1 each as on the record date.
Post the scheme, GIL will emerge as a Pure-Play Listed Airports Company. All existing shareholders of GIL will continue their same shareholding in GIL. The scheme also envisages amalgamation of GPIL with GIL as a step preceding demerger. The appointed date for the scheme has been fixed at April 1, 2021.
Value creation for both entities
The restructure and separation of the Airport Business is to reflect distinct sectoral strengths and aimed at value creation for both businesses. The Airport business has grown multi-fold both domestic and overseas. The scheme is expected to be in the best interests of the Companies and their respective shareholders, employees and creditors.
Grandhi Kiran Kumar, Managing Director and CEO of GMR Infrastructure Ltd, said: “Over the years, GIL has grown multi-fold and with various divergent businesses housed under one holding structure. Shareholders have been suggesting us to offer Pure Plays listed vehicles to ride the growth trajectory of matured and scaled-up Infrastructure Businesses. Post the separation of Non-Airport Business, GIL will be ‘India’s only Pure Play listed Airports Company’ and continue its growth journey. We are equally excited that our Non-Airport Businesses in GPUIL.”
The scheme is subject to the customary approvals from the Stock Exchanges, SEBI, NCLT, shareholders and creditors, etc.