Deal Closed | Offer for Sale by the Government of India in TATA Communications Limited (formerly Videsh Sanchar Nigam Limited)

The details of the deal are as follows:

Sector: Telecom 

Announcement Date: 15-Mar-2021 

Completion Date: 19-Mar-2021 

Name of Client: Goldman Sachs (India) Securities Private Limited and ICICI Securities Limited 

Deal Description: Represented the Brokers, being Goldman Sachs (India) Securities Private Limited and ICICI Securities Limited in relation to an Offer for Sale of 45,946,885 Equity Shares held by the Government of India, acting through the Ministry of Communications, in Tata Communications Limited (TCL), aggregating to approximately INR 5,457 crores (USD 762 million). The Government of India sold a portion of its shareholding in TCL to the public, through the Offer for Sale and the balance shareholding through an inter-se transfer to a Tata promoter entity at the same price as discovered in the Offer for Sale. This is the largest Offer for Sale by deal size in Fiscal 2021. 

Total Consideration: INR 5457 crore (USD 762 million) 

Team Members: Abhimanyu Bhattacharya (Partner), Aditya Cheriyan (Partner), Chirayu Chandani (Counsel), Devarshi Mukhopadhyay (Associate) 

Role of Firm: Legal Counsel to the Brokers in the OFS, namely ICICI Securities Limited and Goldman Sachs (India) Securities Private Limited 

Financial Advisors: Brokers: Goldman Sachs (India) Securities Private Limited and ICICI Securities Limited 

Other legal advisors if any with names of Lead Lawyers 

• Indian legal counsel to the Tata Communication Limited: Cyril Amarchand Mangaldas & Co;  

• Indian legal counsel to the Government of India: Crawford Bailey 

• International legal counsel to the Government of India: Squire Patton Boggs (MEA) LLP 

Unique Feature of Transaction: Tata Communications Limited (TCL) is promoted by the Government of India and the Tata Group. This is a very unique transaction wherein the Government of India sold a portion of its shareholding in TCL to the public, through an offer for sale and the balance shareholding of the Government in TCL was sold through an inter-se transfer to a Tata promoter entity at the same price as discovered in the Offer for Sale  

Significant discussions were required with various regulators. For instance, since there are restrictions on promoters selling their shares immediately after an offer for sale, an exemption from this requirement was sought from SEBI. Also, inter-se transfers between promoters have to take place within a price range in order to be exempted from triggering an open offer under the takeover regulations. Since the price of the inter-se promoter transfer would be dependent on the offer for sale price an exemption was sought from SEBI for this as well. This transaction also required the approval of the Competition Commission of India to be obtained. This is the largest OFS by deal size in FY 2021.