Not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
27 September 2018
Recommended Cash Offer
for
Vedanta Resources Plc ("Vedanta Resources")
by
Volcan Investments Limited ("Volcan Investments")
COMPULSORY ACQUISITION OF OUTSTANDING VEDANTA SHARES
Introduction
On 3 September 2018 Volcan Investments announced that the recommended cash offer (the "Offer") by Volcan Investments for Vedanta Resources had been declared unconditional in all respects. The Offer remains open for acceptances until further notice. The cancellation of listing and admission to trading of Vedanta's Shares from the Official list of the Financial Conduct Authority and the London Stock Exchange's market for listed securities, respectively, (the "De-listing") is anticipated to take effect on 1 October 2018 being 20 Business Days from the announcement by Volcan Investments that the Offer has been declared unconditional in all respects.
On 13 September 2018 Vedanta Resources published a circular calling a general meeting of Vedanta Resources shareholders to take place on 1 October 2018 to propose the re-registration of Vedanta Resources as a private limited company, subject to the Delisting occurring.
Compulsory acquisition
Volcan Investments has now received valid acceptances in respect of 86,487,585 Vedanta Shares, representing approximately 91.61 per cent. per cent. in value and in voting rights of the Vedanta Shares to which the Offer relates.
Accordingly, together with the 187,488,102 Vedanta Shares (representing approximately 66.51 per cent. of the existing issued share capital of Vedanta Resources) already held by Volcan Investments before it announced its firm intention to make the Offer, Volcan Investments now holds or has received acceptances of the Offer in respect of 273,975,687 Vedanta Shares, representing approximately 97.2 per cent. of the existing issued share capital of Vedanta Resources.
Consequently, Volcan Investments is today implementing the procedure under Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire all of the outstanding Vedanta Resources Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances, as contemplated by the Offer Document (the "Compulsory Acquisition"). Notices in respect of the Compulsory Acquisition will be sent shortly to all Vedanta Resources Shareholders who had not accepted the Offer. The transfer of Vedanta Resources Shares in accordance with the Compulsory Acquisition will take place six weeks from the date on which the notices relating to the Compulsory Acquisition are sent. The consideration to which the remaining Vedanta Resources Shareholders will be entitled will be held by, or on behalf of, Vedanta Resources on trust for those shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Vedanta Resources at the end of the six week period.
Accordingly, the Board of Vedanta Resources, who have recommended that Vedanta Resources Shareholders accept the Offer, urge shareholders to accept the Offer as soon as possible in accordance with the instructions set out in the Offer Document. Vedanta Resources Shareholders validly accepting the Offer will receive the cash consideration to which they are entitled within 14 calendar days from the date of their acceptance.
The Offer was made on 3 August 2018 for the remaining issued and to be issued share capital of Vedanta Resources not currently owned by Volcan Investments. The document dated 3 August 2018 containing the Offer (the "Offer Document") is available on Vedanta Resources' website at http://www.vedantaresources.com/investor-relations/volcan-offer. Words and expressions in this announcement have the same meanings as in the Offer Document.
Enquiries: |
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Vedanta Resources Plc |
Tel: +44 020 7499 5900 |
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Arun Kumar |
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Viral Gathani |
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Rashmi Mohanty |
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J. P. Morgan Cazenove (lead financial advisor to Volcan Investments) |
Tel: +44 207 742 4000 |
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Charles Harman |
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Barry Weir |
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Jamie Riddell |
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James Robinson |
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Credit Suisse International (financial adviser to Volcan Investments |
Tel: + 44 207 888 8888 |
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Mark Echlin |
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Joe Hannon |
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Emil Huseynov |
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Kush Nanjee |
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Finsbury (Public Relations Adviser to the Independent Committee) |
Tel: +44 207 251 3801 |
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Daniela Fleischmann |
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Humza Vanderman |
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Important Notice
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Vedanta Resources in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or prospectus equivalent document.
The Offer is made solely by means of the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance. Vedanta Shareholders are strongly advised to read the formal documentation in relation to the Offer.
J.P. Morgan Securities plc (which conducts its
Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the
Overseas Jurisdictions
This announcement has been prepared in accordance with English law and the Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside
The release, publication or distribution of this announcement and the availability of the Offer in or into jurisdictions other than the
The Offer is not made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and the formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.
Important information for US shareholders
Vedanta Resources is a public limited company incorporated in
Neither the US Securities Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Vedanta Resources securities to enforce their rights under any claim arising out of the US federal securities laws, since Volcan Investments and Vedanta Resources are located outside
The receipt of cash pursuant to the Offer may have tax consequences in
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the