Admission to AIM
KSK Power Ventur PLC
01 November 2006
1 November 2006
Not for publication, distribution or release in the US, Canada, Australia, the
Republic of Ireland, South Africa or Japan
KSK POWER VENTUR PLC
Placing of 28,878,505 Ordinary Shares of 0.1p each at 107p per share
Admission to trading on AIM
KSK Power Ventur plc ('KSK' or 'the Company'), an innovative developer of
private power projects in India, announces completion of a successful Placing of
Ordinary Shares by Arden Partners plc ('Arden Partners') and its admission to
trading on AIM today.
Placing and Admission
• The Company has raised approximately £30.9 million through a placing of
28,878,505 Ordinary Shares at 107 pence per share.
• Arden Partners, nominated adviser and broker to KSK, has placed all of
these shares with institutional investors.
• Of the net proceeds of the Placing, approximately £11.5m will be used to
invest in power projects and approximately £13.8m will be used to develop
fuel assets.
• In addition to raising the funds, the Directors believe that Admission
will increase the Company's profile both in India and internationally,
enable access to capital markets and diversify its investor base.
• On Admission, the Company will have an initial market capitalisation of
approximately £137.9 million.
Placing Statistics:
+-----------------------------------------------------------------+-------------+
|Placing Price | 107p|
+-----------------------------------------------------------------+-------------+
|Number of Placing Shares | 28,878,505|
+-----------------------------------------------------------------+-------------+
|Number of Ordinary Shares in issue immediately following the | 128,878,505|
|Placing and Admission | |
+-----------------------------------------------------------------+-------------+
|Placing Shares as a percentage of the Enlarged Share Capital | 22.4%|
+-----------------------------------------------------------------+-------------+
|Estimated net proceeds of the Placing (1) |£25.3 million|
+-----------------------------------------------------------------+-------------+
|Market capitalisation immediately following Admission at the | £137.9|
|Placing Price | million|
+-----------------------------------------------------------------+-------------+
(1) Net proceeds are stated after the deduction of estimated expenses of
approximately £1.9 million and the buy-back monies to be paid pursuant to the
Reorganisation.
S. Kishore, Executive Director, commented:
'In the deregulated Indian market businesses are increasingly looking for
consistent and economic power supplies. KSK has a clear track record of
delivering innovative private power project solutions and is well positioned to
benefit from this growing energy demand. Our approach enables income generation
from all parts of the value chain and we have a visible pipeline of further
plants becoming operational over the coming months.
We are delighted to have successfully completed the IPO and look forward to
joining AIM. These are exciting times for the Company and the successful offer
will help us to exploit the growth opportunities open to us. We look forward to
updating investors on developments in the coming months.'
www.ksk.co.in
For further information, please contact:
KSK Power Ventur plc +(91) 40 2355 9922
S. Kishore, Executive Director
Mike Kirk, Non-executive Director 020 7398 1632
Arden Partners plc 020 7398 1600
Richard Day
Steve Pearce
Hogarth Partnership Limited 020 7357 9477
Nick Denton
Barnaby Fry
Arden Partners, which is regulated and authorised in the United Kingdom by the
Financial Services Authority, is acting as nominated adviser and broker (for the
purpose of the AIM Rules) exclusively for the Company in connection with the
Placing and Admission and is not acting for any other person and will not be
responsible to any other person for providing the protections afforded to
clients of Arden Partners, nor for advising any other person in connection with
the transactions and arrangements detailed in this document. The
responsibilities of Arden Partners, as nominated adviser and broker under the
AIM Rules, are owed solely to the London Stock Exchange plc and are not owed to
the Company or to any Director or to any other person in respect of their
decision to acquire Ordinary Shares in reliance on any part of this document. No
liability whatsoever is accepted by Arden Partners for the accuracy of any
information or opinions contained in, or for the omission of any material
information from, this document, for which it is not responsible.
BACKGROUND
KSK is a new holding company which, following the Reorganisation and its
resultant ownership of KSK India, will be the ultimate holding company of the
Enlarged Group.
The Promoters, S. Kishore, K. A. Sastry and V. H. Kiran, have been involved in
developing power projects in India since 1998. They established KSK India in
February 2001 to exploit emerging opportunities in the Indian power sector and
have since focused its strategy on the private sector power development market,
providing development, operation and maintenance services predominantly to heavy
industrials operating in India.
KSK India has developed, or is currently developing, power stations capable of
generating in aggregate 400 MW of electrical power for a number of customers
including India Cements Limited, Lafarge India Private Limited and Zuari Cement
Limited. KSK India has a pipeline of future projects which are anticipated to be
completed by 2011 resulting in a total capacity of 3,200 MW.
In order to control the fuel supply to future operations, KSK India has also
secured, or is in the process of securing, access to certain coal and lignite
assets and resources across India.
To date the development of each project has been funded by equity provided by
KSK India, customers and financial investors, and debt from various financial
institutions. Currently, the equity for three of the existing projects has been
financed in part through a joint venture with Lehman. It is intended that the
equity for future projects will be funded by KSK (via this joint venture with
Lehman) along with other investors.
THE KSK BUSINESS
The Promoters and KSK India have a demonstrated track record of developing small
and medium sized power plants for a range of customers. They have established a
highly qualified and experienced team to undertake this development activity.
Wherever possible, KSK will use a standard configuration of equipment and
construction in order to optimise speed of delivery of the completed project and
to minimise costs.
KSK India outsources the planning, set-up and operation of its power plants,
using a range of service providers as follows:
•Consultant engineers undertake the power plant design and configuration.
•Contractors undertake the procurement and construction requirements for
each power plant within defined plant operation parameters.
•Contractors also undertake the ongoing operation and maintenance of the
power plants.
KSK India has a wide pool from which to select contractors (both domestic and
international) to provide these services and is able to invite tenders at each
stage thereby promoting competition and innovation of design.
KSK STRATEGY FOR GROWTH
KSK's strategy for growth is to work with major international and Indian
businesses and electricity distribution companies to ensure that they have
access to a dependable and cost effective source of electrical power. This will
be achieved through the development, construction, operation and maintenance of
optimally sized power plants with appropriate fuel sources. To this end KSK
India has secured, and will continue to secure, access to various fuel sources
across India to help maintain security of supply and cost control.
THE POWER SECTOR IN INDIA
The supply and availability of dependable and economic power supplies to
industry will be fundamental in ensuring that this anticipated growth in Indian
GDP is achieved, which puts reducing the deficit of power at the forefront of
the political agenda. As a result, both the federal, as well as the state
governments have the authority to legislate on this subject.
The Indian Electricity Act 2003, removed licensing requirements for power
generators, provided for open access to transmission and distribution networks
and removed restrictions on the right to build captive generation plants.
Specifically, the open access reforms have increased interest in private
investment in power generation, as companies are able to sell their output to
different distribution companies and/or, directly to consumers.
DIRECTORS
The Board consists of six directors in respect of whom brief biographies are set
out below.
Padma Bhushan Mr. T.L. Sankar (age 72) - Non-Executive Chairman. Mr Sankar is
renowned in India as an energy expert, having received the Padma Bhushan title
in India, and has more than four decades of experience in the sector, including
Secretary of the Fuel Policy Committee (1970-75), Principal Secretary of the
Working Group on Energy Policy (1978-79), as a member of the Advisory Board on
Energy, Government of India and as a member of the Integrated Energy Policy
Committee. Mr. Sankar also served as Chairman of APSEB - the state power utility
in southern India. Currently, Mr. Sankar is the Chairman of the Expert Committee
for the comprehensive review and recommendation of a roadmap for the coal sector
in India. He has also served the United Nations as an adviser on energy issues
to the governments of Sri Lanka, Tanzania, Jamaica, North Korea and Bangladesh
and has headed the Asian Development Bank's Asian Energy Survey.
Mr. S. Kishore (age 44) - Executive Director. Mr. Kishore is one of the
Promoters and is a chartered accountant by profession. Together with Mr. Sastry,
Mr. Kishore set up K&S Consulting Group Private Ltd and subsequently with Mr.
Sastry and Mr. Kiran Vadlamani, KSK India. Over the years, he has worked on
various matters across the power generation spectrum. At KSK, he heads the
business development and capital formation groups.
Mr. K. A. Sastry (age 47) - Executive Director. Mr. Sastry is one of the
Promoters and is a chartered accountant by profession. Together with Mr.
Kishore, Mr. Sastry set up K&S Consulting Group Private Ltd and subsequently
with Mr. Kishore and Mr. Kiran Vadlamani, KSK India. Mr. Sastry heads up the
execution and operations divisions of the KSK India business, as well as having
responsibility for the financial accounts and records for the Enlarged Group.
Mr. V. H. Kiran (age 43) - Executive Director. Mr. Kiran is one of the Promoters
and is a chartered accountant by profession. He worked as a partner in
Umamaheswara Rao & Co Chartered Accountants for 8 years before he joined Mr.
Kishore and Mr. Sastry at K&S Consulting Group Private Ltd and subsequently KSK
India. Over the years, he has worked on numerous consulting assignments for
various clients across different sectors in the area of corporate finance,
capital markets and merger and acquisition transactions. At KSK, he was
initially involved in strategy, legal and regulatory matters. He currently looks
after the asset management division and manages the small is beautiful fund.
Mr. M.P. Kirk (age 46) - Non-Executive Director. Mr. Kirk was managing director
of Weber Shandwick Square Mile, a financial communications consultancy, until
July 2005. He joined Weber Shandwick from Cazenove, the UK investment bank,
where he worked in corporate finance for over 13 years, four of those as a
partner in the firm. Whilst at Cazenove, Mr. Kirk advised companies on a wide
range of corporate issues including the demerger of Centrica plc from British
Gas plc, the Lattice plc demerger from BG plc and the UK listings of John Wood
Group PLC and KBC Advanced Technologies plc. His early experience was in the
energy and insurance sectors, having started his career at British Nuclear
Fuels. Mr. Kirk is also a member of the Primary Markets Group of the London
Stock Exchange. A chartered engineer, Mr. Kirk has an MBA in finance and degrees
in chemical engineering and nuclear fuel technology. Mr. Kirk is also a
non-executive director of KBC Advanced Technologies plc.
Mr. S.R. Iyer (age 66) - Non-Executive Director. Mr. Iyer joined the State Bank
of India as a probationary officer in 1962 and after holding various positions
with the Bank in India and abroad, retired as its managing director in 2000.
Since then, he has been part of various banking industry working groups in India
and was Executive Chairman of the Credit Information Bureau (India) Limited from
February 2001 to February 2004, a joint venture promoted by the State Bank of
India and the Housing Development Finance Corporation Limited.
FINANCIAL INFORMATION
The following financial information summarises the audited financial record of
the KSK India Group for the three year period ended 31 March 2006.
Year ended Year ended Year ended
31 March 2006 31 March 2005 31 March 2004
US$'000 US$'000 US$'000
Profit & Loss Account
Revenue 5,316 6,086 1,419
Gross Profit 2,834 3,947 656
Profit from operations 484 1,571 96
Profit before tax 880 441 (68)
As at As at As at
31 March 2006 31 March 2005 31 March 2004
US$'000 US$'000 US$'000
Balance Sheet
Non current assets 36,977 13,901 8,436
Current assets 17,626 10,694 5,358
54,603 24,595 13,794
Non current liabilities (26,421) (4,947) (6,627)
Current liabilities (20,289) (11,733) (3,955)
Equity (7,893) (7,915) (3,212)
(54,603) (24,595) (13,794)
CURRENT TRADING AND FUTURE PROSPECTS
In addition to the three KSK operating power plants RVK, Kasargod and
Coromandel, another plant, Arasmeta, has recently also become operational and is
generating power.
There is a clear pipeline of further power plants becoming operational over the
coming months and KSK are also discussing many new projects with customers using
a variety of fuel sources.
REASONS FOR ADMISSION AND USE OF PROCEEDS
Of the net proceeds of the Placing, approximately £3.7 million will be applied
by KSK India to buy back and redeem the shares in it held by K&S as part of the
Reorganisation, approximately £11.5 million will be used to invest in power
projects and approximately £13.8 million will be used to develop fuel assets.
The Directors believe that the Admission will also raise the Company's profile,
enable future access to capital markets and diversify its investor base.
Definitions
The following words and expressions have the following meanings throughout this
Press Announcement, unless the context requires otherwise:
'Admission' the admission of the Enlarged Share
Capital to trading on AIM and such
admission becoming effective in accordance
with the AIM Rules;
'AIM' the market of that name operated by the
London Stock Exchange;
'AIM Rules' the rules of the London Stock Exchange
governing admission to and the operation
of AIM, as amended from time to time;
'Arden Partners' Arden Partners plc (Registered No.
4427253) whose registered office is at
Arden Partners House, 17 Highfield Road,
Edgbaston, Birmingham B15 3DU;
'Bijlee' Bijlee Bharat Holdings, a wholly owned
subsidiary of the Company incorporated in
Mauritius;
'Company' or 'KSK' KSK Power Ventur plc and all of its
subsidiaries and interests in SPVs
following the Reorganisation;
'Directors' the directors of the Company named in this
Announcement;
''Enlarged Group'' the Existing Group as further enlarged
pursuant to the Reorganisation so as to
include the KSK India Group;
''Existing Group'' the Company and Bijlee;
'KSK India' KSK Energy Ventures Private Limited;
'KSK India Group' KSK India and each of its subsidiary
undertakings and interests in SPVs;
'K&S' K&S Consulting Group Private Limited, a
company controlled, and majority owned, by
the Promoters;
'Lehman' LB India Holdings Mauritius I Limited;
'London Stock Exchange' London Stock Exchange plc;
'Ordinary Shares' the ordinary shares of 0.1 pence each in
the capital of the Company;
''Placing Agreement'' the conditional agreement dated 26 October
2006 between (1) Arden Partners, (2) the
Company (3) the Directors and (4) K&S
relating to the Placing;
'Placing' the conditional placing by Arden Partners
of the Placing Shares with institutional
and other investors at the Placing Price
pursuant to the Placing Agreement;
'Placing Price' 107p per Placing Share;
'Placing Shares' the 28,878,505 new Ordinary Shares the
subject of the Placing;
'Press Announcement' this press announcement;
'Promoters' Mr. S Kishore, Mr. K A Sastry and Mr. V H
Kiran, who are the promoters of the
Company and KSK India;
'Reorganisation' the subscription for new shares in KSK
India by Bijlee and subsequent buy-back by
KSK India of all its existing shares held
by K&S which will result in the KSK India
Group becoming wholly-owned by the
Existing Group;
'SPV' special purpose vehicle, each being an
Indian registered company incorporated for
the purpose of a specific power project in
which the KSK India Group will typically
hold a minority interest;
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange