ONGC to acquire HPCL in bulk or block deal by 2017 end
New Delhi: State-owned Oil and Natural Gas Corp. Ltd (ONGC) will acquire the government’s 51.11% stake in Hindustan Petroleum Corp. Ltd (HPCL) through a bulk or block deal some time in November or December at the prevailing market price.
While the government is keen that the deal, which would fetch it over Rs33,000 crore at the current market price, is done in October, ONGC wants time to raise the money required for the acquisition, a senior government official said.
The government’s transaction advisor JM Financial and legal consultant Cyril Amarchand Mangaldas is preparing information memorandum (IM) on HPCL with India’s largest oil and gas producer, ONGC, in the next 7-10 days.
ONGC has appointed SBI Caps and the Citi Group as its merchant bankers for the deal and Shardul Amarchand Mangaldas as legal advisor, who would study the IM to arrive at a valuation for the takeover of the country’s third-largest refining and oil marketing company.
The official said ONGC will do the due diligence of HPCL’s assets based on the IM and publicly available information to arrive at the valuation. Negotiations between ONGC and the government will follow if the valuation is vastly different from the one the government has arrived at.
The share purchase would happen through a bulk or block deal at the prevailing market price, he said, adding that going by the pace of things, the deal could happen some time in November or December.
Both bulk and block deals are done on stock exchanges. A block deal happens when a transaction involves a minimum quantity of 5,00,000 shares or a minimum value of Rs5 crore between two parties. Such deal takes place through a separate window at the beginning of trading hours for the duration of 35 minutes i.e. from 9.15am to 9.50am in a price range of +1% to -1% (plus or minus 1%) of the ruling market price.
A bulk deal is a trade where total quantity of shares bought or sold is more than 0.5% of the number of shares of a listed company. Bulk deals happen during the normal trading window provided by the broker.
The official said the government’s 51.92 crore shares could be sold to ONGC using either the bulk or block deal. This would also help avoid triggering an open offer. The cabinet committee on economic affairs (CCEA) had on 19 July granted ‘in-principle’ approval to the strategic sale of the government’s existing 51.11% stake in HPCL to ONGC “along with the transfer of management control, which will result in HPCL becoming a subsidiary company of ONGC”.
But since the offer meant a transfer of management control from the government to ONGC, there was apprehension it would trigger Sebi’s takeover code and compel ONGC to make an open offer to acquire an additional 26% stake from minority shareholders, he said.
So, the terms of sale have been amended to state that “HPCL will continue to be a government company in terms of section 2(45) of the Companies Act, 2013 and will continue to be controlled by the Government of India through ONGC under the administrative control of the Ministry of Petroleum and Natural Gas.”
Though the government is cashing out on its holding, the amended terms make it clear that it will continue to retain control of HPCL, the official said, adding that since there is no transfer of actual control, there will be no requirement of an open offer.
At Monday’s trading price of Rs428.75, ONGC would have to pay Rs33,268 crore for buying the government’s 51.11% stake. Had it been required to make an open offer, it would have had to shell out additional Rs17,100 crore to buy another 26% from the open market.
Another official said ONGC will have to borrow about Rs25,000 crore to fund just the purchase of the government stake. Half of the company’s Rs15,000 crore of cash has already gone into buying Gujarat State Petroleum Corp’s stake in a KG basin gas block, and after accounting for capital expenditure requirement for the current year, ONGC will be left with Rs4,000-5,000 crore.
The rest will have to be borrowed, he said. HPCL has 24.8 million tonnes per annum of refining capacity. Mangalore Refinery and Petrochemicals Ltd (MRPL), a subsidiary of ONGC, has 15.1mt of capacity.
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