UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report
of Foreign Private Issuer
Pursuant
to Rules 13a-16 or 15d-16 under
the
Securities Exchange Act of 1934
For the month of March 2024
Commission File Number: 001-37909
AZURE
POWER GLOBAL LIMITED
8th Floor, Tower A, DLF Infinity Towers, DLF
Cyber City
DLF Phase – II
Gurugram – 122002, India
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
EXHIBIT INDEX
The following exhibits
are furnished as part of this Current Report on Form 6-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 4, 2024 |
| |
| |
AZURE POWER GLOBAL LIMITED |
| |
| |
By: |
/s/ Sugata Sircar |
| |
Name: |
Sugata Sircar |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Nothing
in this electronic transmission constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the
United States or in any other jurisdiction.
This
does not constitute and should not be considered as an advertisement, invitation, sale, an offer to sell, offer to purchase, or a solicitation
to sell or solicitation to purchase or subscribe for securities (whether to the public or by way of private placement) within the meaning
of the (Indian) Companies Act, 2013, as amended from time to time or other applicable laws, regulations and guidelines of India, nor
shall it or any part of it form basis of or relied on in connection with any contract, commitment or any investment decision in relation
thereto in India. The notes will not be offered or sold, and have not been offered or sold in India by means of any offering document
or other document or material relating to the notes, directly or indirectly, to any person or to the public in India. This is not an
offer document or an OM or a “private placement offer cum application letter” or a “prospectus” under the (Indian)
Companies Act, 2013, as amended from time to time, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time or any other applicable law in India and no such document will be circulated or distributed
to any person in India. This has not been and will not be registered as a “prospectus” or a statement in lieu of prospectus
in respect of a public offer, information memorandum or “private placement offer cum application letter” or any other offering
material with any registrar of companies in India, the Reserve Bank of India, the Securities and Exchange Board of India or any other
statutory or regulatory body of like nature in India, save and except for any information relating to the notes which is mandatorily
required to be disclosed or filed in India under any applicable Indian laws.
Singapore
Exchange Securities Trading Limited (“SGX-ST”) takes no responsibility for the contents of this announcement, makes no representation
as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this announcement.
Announcement
by
Azure
Power Solar Energy Private Limited
(incorporated
in Mauritius with limited liability)
March
4, 2024
Azure
Power Solar Energy Private Limited, a limited liability company incorporated in the Mauritius (the “Company”), hereby
announces the early results of its previously announced offer to purchase for cash (the “Tender Offer”), upon terms
and subject to the conditions set forth in the Tender Offer Memorandum dated February 16, 2024 (the “Tender Offer Memorandum”),
its outstanding 5.65% Senior Notes due 2024 issued by the Company (the “Notes”) issued under the indenture dated September
24, 2019, as supplemented on December 8, 2023 (the “Indenture”). Capitalised terms used but not defined herein shall
have the meanings given to them in the Tender Offer Memorandum, which is available on the Tender Offer Website (https://projects.morrowsodali.com/azurepower),
subject to eligibility and registration.
Early
Results of the Tender Offer
The
Tender Offer commenced on February 16, 2024. The Early Tender Deadline expired at 5:00 p.m. (New York City time) on March 1, 2024.
As
at the Early Tender Deadline, the Company received valid tenders under the Tender Offer which had not been validly withdrawn in respect
of the Notes with an aggregate principal amount outstanding of US$329,231,000, representing approximately 94.04% of the total principal
amount outstanding of the Notes.
Tender
Consideration
The
Tender Consideration for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is US$1,000 for each
US$1,000 in principal amount of the Notes.
As
the Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will accept for purchase the Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline in the amount of US$40,000,000 by applying a Scaling Factor of 12.4173%.
The principal amount of each Noteholder’s validly tendered Notes in the Tender Offer to be accepted for purchase by the Company
will be determined by multiplying such Noteholder’s tendered Notes by the Scaling Factor, rounded down to the nearest U.S.$1,000.
If after applying such Scaling Factor and rounding down to the nearest U.S.$1,000, any Noteholder would be entitled to a return of a
portion of tendered Notes that is less than the minimum denomination of U.S.$200,000, then the Company has decided in its sole discretion
and in accordance with the terms of the Tender Offer to reject all of the Notes tendered by such Noteholder without applying the Scaling
Factor. All Notes not accepted as a result of scaling will be returned to the Noteholder on the Early Settlement Date.
Settlement
and Notes Remaining Outstanding
Early
Settlement Date is expected to be on or about March 8, 2024. Following the Early Settlement Date, US$310,101,000 in aggregate principal
amount of the Notes will remain outstanding.
As
the Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will not accept for purchase any Notes tendered
after the Early Tender Deadline.
The
Tender Offer will expire at 5:00 p.m. (New York City time) on March 18, 2024, unless, at the sole discretion of the Company, extended,
re-opened, or amended, subject to applicable laws and as provided in the Tender Offer Memorandum.
All
correspondence sent to the Information and Tender Agent should be directed to the contact information below. Requests for additional
copies of documentation may be directed to the Information and Tender Agent at the e-mail address and telephone number specified on below.
Electronic copies of all documents related to the Tender Offer will be made available online at https://projects.morrowsodali.com/azurepower,
subject to eligibility and registration.
Requests
for information in relation to the Tender Offer should be directed to: |
| DEALER
MANAGER |
The
Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen’s Road Central
Hong Kong
Phone: +852 3941 0223 (Hong Kong)
+44 207 992 6237 (London)
+1
212 525 5552 (New York)
US
Toll Free: 1-888-HSBC-4LM
Email: liability.management@hsbcib.com |
| |
| Requests
for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an
electronic instruction or submission should be directed to: |
| INFORMATION
AND TENDER AGENT |
| Morrow
Sodali Limited |
| In
Hong Kong: |
In
London: |
In
Stamford: |
29/F
No.
28 Stanley Street Central
Hong Kong
Telephone:
+852 2319 4130 |
103
Wigmore Street
London
W1U
1QS
United
Kingdom
Telephone:
+44 20 4513 6933 |
333
Ludlow Street
South
Tower, 5th Floor
Stamford,
CT 06902
United
States
Telephone:
+1 203 658 9457 |
Email:
azurepower@investor.morrowsodali.com
Tender
Offer Website: https://projects.morrowsodali.com/azurepower
Should
you have any questions, please contact the Information and Tender Agent at the contact details above. |
This
notice is given by:
Azure
Power Solar Energy Private Limited
Exhibit 99.2
Nothing
in this electronic transmission constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the
United States or in any other jurisdiction.
This
does not constitute and should not be considered as an advertisement, invitation, sale, an offer to sell, offer to purchase, or a solicitation
to sell or solicitation to purchase or subscribe for securities (whether to the public or by way of private placement) within the meaning
of the (Indian) Companies Act, 2013, as amended from time to time or other applicable laws, regulations and guidelines of India, nor
shall it or any part of it form basis of or relied on in connection with any contract, commitment or any investment decision in relation
thereto in India. The notes will not be offered or sold, and have not been offered or sold in India by means of any offering document
or other document or material relating to the notes, directly or indirectly, to any person or to the public in India. This is not an
offer document or an OM or a “private placement offer cum application letter” or a “prospectus” under the (Indian)
Companies Act, 2013, as amended from time to time, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time or any other applicable law in India and no such document will be circulated or distributed
to any person in India. This has not been and will not be registered as a “prospectus” or a statement in lieu of prospectus
in respect of a public offer, information memorandum or “private placement offer cum application letter” or any other offering
material with any registrar of companies in India, the Reserve Bank of India, the Securities and Exchange Board of India or any other
statutory or regulatory body of like nature in India, save and except for any information relating to the notes which is mandatorily
required to be disclosed or filed in India under any applicable Indian laws.
Singapore
Exchange Securities Trading Limited (“SGX-ST”) takes no responsibility for the contents of this announcement, makes no representation
as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this announcement.
Announcement
by
Azure
Power Energy Ltd
(incorporated
in Mauritius with limited liability)
March
4, 2024
Azure
Power Energy Ltd, a limited liability company incorporated in the Mauritius (the “Company”), hereby announces the
early results of its previously announced offer to purchase for cash (the “Tender Offer”), upon terms and subject
to the conditions set forth in the Tender Offer Memorandum dated February 16, 2024 (the “Tender Offer Memorandum”),
its outstanding 3.575% Senior Notes due 2026 issued by the Company (the “Notes”) issued under the indenture dated
April 19, 2021, as supplemented on December 8, 2023 (the “Indenture”). Capitalised terms used but not defined herein
shall have the meanings given to them in the Tender Offer Memorandum, which is available on the Tender Offer Website (https://projects.morrowsodali.com/azurepower),
subject to eligibility and registration.
Early
Results of the Tender Offer
The
Tender Offer commenced on February 16, 2024. The Early Tender Deadline expired at 5:00 p.m. (New York City time) on March 1, 2024.
As
at the Early Tender Deadline, the Company received valid tenders under the Tender Offer which had not been validly withdrawn in respect
of the Notes with an aggregate principal amount of US$403,290,000, representing approximately 97.41% of the total principal amount of
the Notes before application of the Pool Factor of 0.8289.
Increase
of Maximum Acceptance Amount
The
Company hereby in its sole discretion has decided to increase the Maximum Acceptance Amount to US$14,477,000 (the “Amended Maximum
Acceptance Amount”), such that the principal amount of Notes to be purchased pursuant to the Tender Offer following application
of the Pool Factor will not exceed US$12,000,000.
Tender
Consideration
The
Tender Consideration for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is US$1,000 for each
US$1,000 in principal amount of the Notes.
As
the Amended Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will accept for purchase the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Deadline in the amount of US$14,477,000 (before application of the
Pool Factor) by applying a Scaling Factor of 3.6569%. The principal amount of each Noteholder’s validly tendered Notes in the Tender
Offer to be accepted for purchase by the Company will be determined by multiplying such Noteholder’s tendered Notes by the Scaling
Factor, rounded down to the nearest U.S.$1,000. If after applying such Scaling Factor and rounding down to the nearest U.S.$1,000, any
Noteholder would be entitled to a return of a portion of tendered Notes that is less than the minimum denomination of U.S.$200,000, the
Company has decided in its sole discretion and in accordance with the terms of the Tender Offer to reject all of the Notes tendered by
such Noteholder without applying the Scaling Factor. All Notes not accepted as a result of scaling will be returned to the Noteholder
on the Early Settlement Date.
Settlement
and Notes Remaining Outstanding
Early
Settlement Date is expected to be on or about March 8, 2024. Following the Early Settlement Date, approximately US$331,165,000 in aggregate
principal amount of the Notes will remain outstanding (following application of the Pool Factor).
As
the Amended Maximum Acceptance Amount was exceeded at the Early Tender Deadline, the Company will not accept for purchase any Notes tendered
after the Early Tender Deadline.
The
Tender Offer will expire at 5:00 p.m. (New York City time) on March 18, 2024, unless, at the sole discretion of the Company, extended,
re-opened, or amended, subject to applicable laws and as provided in the Tender Offer Memorandum.
Subsequent
Tender Offer
Following
the completion of this Tender Offer, the Company will separately make an offer to purchase an aggregate principal amount of U.S.$8,000,000
of the Notes by a date that is on or prior to August 26, 2024 in order to satisfy the Section 3.12 of the Indenture.
All
correspondence sent to the Information and Tender Agent should be directed to the contact information below. Requests for additional
copies of documentation may be directed to the Information and Tender Agent at the e-mail address and telephone number specified on below.
Electronic copies of all documents related to the Tender Offer will be made available online at https://projects.morrowsodali.com/azurepower,
subject to eligibility and registration.
Requests
for information in relation to the Tender Offer should be directed to: |
| DEALER
MANAGER |
The
Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen’s Road Central
Hong Kong
Phone: +852 3941 0223 (Hong Kong)
+44 207 992 6237 (London)
+1
212 525 5552 (New York)
US
Toll Free: 1-888-HSBC-4LM
Email: liability.management@hsbcib.com |
| |
| Requests
for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an
electronic instruction or submission should be directed to: |
| INFORMATION
AND TENDER AGENT |
| Morrow
Sodali Limited |
| In
Hong Kong: |
In
London: |
In
Stamford: |
29/F
No.
28 Stanley Street Central
Hong Kong
Telephone:
+852 2319 4130 |
103
Wigmore Street
London
W1U
1QS
United
Kingdom
Telephone:
+44 20 4513 6933 |
333
Ludlow Street
South
Tower, 5th Floor
Stamford,
CT 06902
United
States
Telephone:
+1 203 658 9457 |
Email:
azurepower@investor.morrowsodali.com
Tender
Offer Website: https://projects.morrowsodali.com/azurepower
Should
you have any questions, please contact the Information and Tender Agent at the contact details above. |
This
notice is given by:
Azure
Power Energy Ltd
Azure Power Global (NYSE:AZRE)
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