India's largest cement company UltraTech will issue non-convertible securities to Jaiprakash Associates besides taking over debt as part of its deal to buy two of its cement units, it said on Friday.

UltraTech will issue non-convertible debentures worth Rs 4,537.90 crore ($739 million) and non-convertible cumulative redeemable preference shares worth Rs 10 lakh to Jaiprakash Associates in addition to taking over debt and working capital aggregating Rs 787 crore ($128 million). Of this the debt on the books is Rs 626.5 crore and the balance Rs 160.5 crore represents negative working capital.

The deal, which was announced last month, is subject to the approval of shareholders and other necessary approvals and expected to close in next 7-9 months.

It involves acquisition of an integrated cement unit with clinker capacity of 2.1 million tonnes per annum (mtpa) and cement grinding capacity of 2.6 mtpa at Bela in Madhya Pradesh. The other unit has clinker capacity of 3.1 mtpa with cement grinding capacity of 2.3 mtpa at Sidhi in the same state. The deal would also involve transfer of 25 MW power capacity at Bela and 155 MW capacity at Sidhi.

This would take UltraTech's existing capacity from around 60 mtpa to around 65 mtpa and with its current projects underway, the capacity will be raised to 71 mtpa in 2016.

In 2013 UltraTech had also acquired two units of Jaypee Cement (a part of Jaiprakash Associates) with 4.8 mtpa capacity located in Gujarat at an enterprise valuation of Rs 3,812 crore ($590 million).

Post the latest deal, Jaypee Group will continue to remain the third-largest cement manufacturer in India with a capacity of 22 million TPA. It has been selling assets to cut the debt pile on the books of various group firms.

"Jaiprakash Group continues to be on course to bring down the debt and consolidate its operations in the given economic scenario, with a view to ensure enhanced value for its stakeholders," said Manoj Gaur, executive chairman, Jaypee Group.

With the latest deal, the group's asset divestments would add up to Rs 22,000 crore including disinvestment of Rs 10,000 crore in cement business.

Axis Capital & ICICI Securities acted as transaction advisors and EY acted as the financial advisor to Jaiprakash Associates on this deal. Bansi S Mehta was the valuation advisor and Vaish Associates was the legal advisor to the group in the transaction.

Standard Chartered Bank and Moelis & Company India were the transaction advisors to UltraTech Cement.

JM Financial Institution Securities provided the independent fairness opinion to UltraTech and Amarchand & Mangaldas was legal advisor.

Meanwhile, for the third quarter ended December 31, 2014, UltraTech's net sales increased 15 per cent to Rs 5,490 crore while PAT declined 1.6 per cent to Rs 364 crore, over the same period the previous year.

(Edited by Joby Puthuparampil Johnson)

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