RNS Number : 7050N
Vedanta Resources PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE , , , WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (') OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A 'U.S. PERSON')) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE 'OFFER AND DISTRIBUTION RESTRICTIONS' BELOW).
(the 'Offeror') has today launched an invitation to holders of the outstanding bonds detailed in the table below to tender their Bonds for purchase by the Offeror for cash (the 'Offer') at a price to be determined pursuant to a modified Dutch auction.
The Offeror proposes to purchase up to U.S. in aggregate principal amount outstanding of Bonds (the 'Maximum Acceptance Amount') on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror reserves the right, in its sole and absolute discretion, to purchase less than or more than the Maximum Acceptance Amount, subject to applicable law.
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Description of the Bonds
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Common code/ISIN
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Outstanding principal amount
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Specified Denomination of the Bonds
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Purchase Price
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Maximum Acceptance Amount
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Vedanta Resources Jersey Limited U.S.$1,250,000,000 5.50 per cent. Guaranteed Convertible Bonds due 2016 (the 'Bonds')
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043472208/
XS0434722087
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U.S.$904,100,000
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U.S.$100,000
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To be determined as set out herein pursuant to a modified Dutch auction procedure
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Up to U.S.$250,000,000 in aggregate principal amount
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Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated (the 'Tender Offer Memorandum').
Introduction to and Rationale for the Offer
On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Bondholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Bonds for purchase by the Offeror at the Purchase Price together with Accrued Interest.
The Offer is being made as part of the active liability management of the Offeror's balance sheet. The Offeror intends to continue to manage its balance sheet actively and will consider further opportunities to repurchase Bonds and its other listed debt securities as and when they arise, although is under no obligation to pursue any such opportunity.
Purchase Price
The Offeror will pay for Bonds validly tendered and accepted by it for purchase pursuant to the Offer a cash purchase price per U.S. in principal amount of Bonds(the 'Purchase Price') as determined pursuant to the Modified Dutch Auction Procedure described below.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Offer: (i) the aggregate principal amount of Bonds (if any) that it will accept for purchase pursuant to the Offer (the 'Acceptance Amount') and (ii) the Purchase Price for Bonds validly tendered and accepted for purchase, taking into account the aggregate principal amount of Bonds so tendered and the purchase prices specified (or deemed to be specified, as set out below) by tendering Bondholders.
The Purchase Price for the Bonds will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the Bonds which equals the Acceptance Amount and shall be an amount divisible by U.S.per U.S. in principal amount of the Bonds. Tender Instructions may be submitted in the form of either a Competitive Offer (which specifies a purchase price, inan amount divisible by U.S.$250 per U.S. in principal amount of the Bonds that a Bondholder would be willing to accept as the Purchase Price in respect of Bonds that are the subject of the particular Tender Instruction) or a Non-Competitive Offer (which does not specify a purchase price).
Acceptance Amount and Scaling
The Acceptance Amount (if any) will be determined by the Offeror in its sole discretion. If the aggregate principal amount outstanding of Bonds validly tendered at or below the Purchase Price is greater than the Acceptance Amount, the Offeror intends to accept all Bonds tendered for purchase at the Purchase Price on a pro ratabasis, as further described in the Tender Offer Memorandum.
Timetable for the Offer
The expected timetable of events will be as follows:
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Date
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Action
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1 February 2016
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Commencement of the Offer
Offer announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via the website of the London Stock Exchange.
Tender Offer Memorandum available from the Tender Agent.
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8 February 2016 at
16.00 hours, London time
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Expiration Deadline
Deadline for receipt by the Tender Agent of all valid Tender Instructions in order for Bondholders to be able to participate in the Offer.
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8 February 2016 or before market open on 9 February 2016
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Announcement of Purchase Price, Acceptance and Results
Announcement by the Offeror of Bonds, whether the Offeror will accept valid tenders of the Bonds pursuant to the Offer and if so accepted, the Acceptance Amount, the Purchase Price and the pro-ration factor (if applicable) to be applied to valid tenders of the Bonds.
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10 February 2016
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Settlement
Expected Settlement Date for the Offer.
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General
The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum, which will be sent to eligible Bondholders at their request. Bondholders are urged to read the Tender Offer Memorandum carefully.
The Offeror has retained J. and to act as Dealer Managers for the Offer.
Operational Procedure Description
In order to participate in the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent prior to 16:00 hours, time, on . Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum. Bondholders are advised to check with any bank, securities broker or other Intermediary through which they hold Bonds when such Intermediary would require to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in this announcement. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this announcement.
If you need further information about the Offer, please contact any of the Dealer Managers or the Tender Agent.
Contact Details:
THE OFFEROR
EC4A 3AE
THE DEALER MANAGERS
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J.P Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 207 134 1478
Attention: ECM Europe Syndicate Desk
Email: [email protected]
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Standard Chartered Bank
8 Marina Boulevard, Level 20
Marina Bay Financial Centre Tower 1
Singapore 018981
Telephone: +65 6596 8435
Attention: Liability Management
Email: [email protected]
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THE TENDER AGENT
Tankerton Works
12 Argyle Walk
WC1H 8HA
Telephone: +44 20 7704 0880
Attention:
Email: [email protected]
OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, or to, or for the account of benefit of, any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (each a 'U.S. Person')). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into or to, or for the account of benefit of, a U.S. Person and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in , a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within will be invalid and will not be accepted.
Each holder of Bonds participating in the Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Offer from the United States, or it is not located in and it isacting on anon- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who isnot a U.S. Person.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the . The communication of such documents and/or materials as a financial promotion is only being made to those persons in the falling within the definition of 'investment professionals' (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
The Offer is not being made, directly or indirectly, to the public in the Republic of (''). Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le serviced'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseursqualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.
None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionaleper le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of , as amended (the 'Financial ServicesAct') and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of , as amended.
Bondholders, can tender some or all of their Bonds pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of , as amended from time to time, and Legislative Decree No. 385 of , as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer.
Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer has been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and accordingly, the Offer may not be made in by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of on public takeover bids (the 'Belgian Takeover Law') as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in other than (i) to 'qualified investors' in the sense of Article 10 of the Belgian Law of on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6(4) of the Belgian Takeover Law. Insofar as is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in .
General
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
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