TIDMVED
RNS Number : 7050N
Vedanta Resources PLC
01 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE "UNITED
STATES") 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).
1 February 2016
Vedanta Resources plc (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.$250,000,000 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.
Description of Common code/ISIN Outstanding Specified Purchase Price Maximum
the Bonds principal amount Denomination of Acceptance Amount
the Bonds
------------------ ----------------- ------------------- ------------------ ------------------ ------------------
Vedanta Resources 043472208/ U.S.$904,100,000 U.S.$100,000 To be determined Up to
Jersey Limited XS0434722087 as set out herein U.S.$250,000,000
U.S.$1,250,000,00 pursuant to a in aggregate
0 5.50 per cent. modified Dutch principal amount
Guaranteed auction procedure
Convertible
Bonds due 2016
(the "Bonds")
------------------ ----------------- ------------------- ------------------ ------------------ ------------------
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the tender offer
memorandum dated 1 February 2016 (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.$100,000 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.$250 per U.S.$100,000 in principal
amount of the Bonds. Tender Instructions may be submitted in the
form of either a Competitive Offer (which specifies a purchase
price, in an amount divisible by U.S.$250 per U.S.$100,000 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 rata basis, as further described in the Tender Offer
Memorandum.
Timetable for the Offer
The expected timetable of events will be as follows:
Date Action
1 February 2016 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.
8 February 2016 at Expiration Deadline
16.00 hours, London time Deadline for receipt by the Tender Agent of all valid
Tender Instructions in order for Bondholders
to be able to participate in the Offer.
8 February 2016 or before market open on 9 February Announcement of Purchase Price, Acceptance and Results
2016 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.
10 February 2016 Settlement
Expected Settlement Date for the Offer.
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.P Morgan Securities plc and Standard
Chartered Bank 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, London time, on 8 February 2016.
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
Vedanta Resources plc
6 St Andrew Street
London EC4A 3AE
United Kingdom
February 01, 2016 12:10 ET (17:10 GMT)
THE DEALER MANAGERS
J.P Morgan Securities plc Standard Chartered Bank
25 Bank Street 8 Marina Boulevard, Level
Canary Wharf 20
London E14 5JP Marina Bay Financial Centre
United Kingdom Tower 1
Singapore 018981
Telephone: +44 207 134 1478
Attention: ECM Europe Syndicate Telephone: +65 6596 8435
Desk Attention: Liability
Email: ECM__Europe_Syndicate_Desk@jpmorgan.com Management
Email: liability_management@sc.com
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
Email: vedanta@lucid-is.com
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.
United States
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, the United States
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 the United States 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 the United States 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 the United States, 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 the United States 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 the United States and it is acting on a non-
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 is not a U.S. Person.
United Kingdom
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 United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom 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.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). 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 France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés) 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.
Italy
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 Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, 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 Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of 29 October 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
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.
Belgium
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 Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 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 Belgium other than (i) to
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 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 Belgium 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
Belgium.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGGZNMGGVZM
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