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Volcan Investments - Offer for Vedanta Resources plc

RNS Number : 0862C
Volcan Investments Limited
27 September 2018
 

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:

Vedanta Resources Plc

Tel: +44 020 7499 5900

 

Arun Kumar

 

 

Viral Gathani

 

 

Rashmi Mohanty

 

 

J. P. Morgan Cazenove (lead financial advisor to Volcan Investments)

Tel: +44 207 742 4000

Charles Harman

 

Barry Weir

 

Jamie Riddell

 

James Robinson

 

Credit Suisse International (financial adviser to Volcan Investments

Tel: + 44 207 888 8888

Mark Echlin

 

Joe Hannon

 

Emil Huseynov

 

Kush Nanjee

 

Finsbury (Public Relations Adviser to the Independent Committee)

Tel: +44 207 251 3801

Daniela Fleischmann

 

Humza Vanderman

 

 

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 UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Volcan Investments for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Offer or any matter referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Volcan Investments for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

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 England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date.

The release, publication or distribution of this announcement and the availability of the Offer in or into jurisdictions other than the United Kingdom may be affected by the laws and regulations of those jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders are contained in the Offer Document.

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 England. The Offer is made to Vedanta Shareholders in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), including Regulation 14E thereunder, and securities laws and otherwise in accordance with the requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. Vedanta Resources' financial information, including any included in the offer documentation, has not been prepared in accordance with US generally accepted accounting principles, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies. The Offer is made in the United States by Volcan Investments and no one else.

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 United States, and some or all of their officers and directors may be resident outside the United States. US Vedanta Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement and a US court may lack jurisdiction over such persons.

The receipt of cash pursuant to the Offer may have tax consequences in the United States and under other applicable tax laws and such consequences, if any, are not described herein. US Vedanta Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding the Offer.

 


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 United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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