ESSR Essar Energy

TIDMESSR

RNS Number : 7672G

Essar Energy plc

09 May 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

9 May 2014

Offers for Essar Energy plc: Independent Committee response to waiver of conditions and extension of offers by Energy Bidco Holdings Limited ("EGFL Bidco")

The Independent Committee of the Board of Essar Energy plc notes today's announcement by EGFL Bidco that it has waived all the conditions to its offers for Essar Energy ordinary shares and for the convertible bonds guaranteed by Essar Energy, and that it has declared both offers wholly unconditional.

The Independent Committee also notes that both offers have been extended and will remain open for acceptance until the next closing date, which will be 1.00 p.m. (London time) on 23 May 2014.

The Independent Committee will make a further announcement in due course.

Ends

For further information on Essar Energy, please visit www.essarenergy.com.

If any Essar Energy Shareholder requires assistance or has any questions about the Shares Offer, such Essar Energy Shareholder should contact the shareholder helpline on 020 3284 1534 (from overseas +44 20 3284 1534). The shareholder helpline will be available between 9.00 a.m. and 5.00 p.m. (London times) Monday to Friday excluding bank holidays. Calls to the shareholder helpline (a London-based number) will be charged at standard operator rates or included in any inclusive call time, if applicable. Calls from outside the UK will be charged at applicable international rates. Please note that the shareholder helpline cannot provide any financial, legal or tax advice or advice on the merits of the Shares Offer, or provide assistance in relation to the Bonds Offer.

Alternatively, please contact:

Essar Energy

Deepak Maheshwari +91 22 6660 1207 or +91 22 6660 1224

Mark Lidiard +44 20 7408 8714 or +44 7554 440421

Jonathan Miller +44 20 7408 8728 or +44 7810 848087

Brunswick

   Andrew Mitchell, Mike Smith or Azhar Khan              +44 20 7404 5959 

J.P. Morgan Cazenove

   Barry Weir or Jamie Riddell                                        +44 20 7742 4000 

Greenhill & Co.

   Anthony Parsons or Edward Rowe                              +44 20 7198 7400 

J.P. Morgan Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Securities plc is authorised in the United Kingdom by the PRA and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Limited and J.P. Morgan Securities plc, conduct their UK investment banking business as J.P. Morgan Cazenove. J.P. Morgan Limited and J.P. Morgan Securities plc are acting respectively as financial advisor and corporate broker exclusively for Essar Energy and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Essar Energy for providing the protections afforded to clients of J.P. Morgan Limited or J.P. Morgan Securities plc, nor for providing advice in relation to any matter referred to herein.

Greenhill & Co. International LLP ("Greenhill") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Greenhill is acting as financial advisor exclusively for Essar Energy and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Essar Energy for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Availability of hard copies

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on the Company's website at http://www.essarenergy.com/ by no later than 12 noon (London time) on 12 May 2014.

You may request a hard copy of this announcement by contacting Deepak Maheshwari (on +91 22 6660 1207 or +91 22 6660 1224) or Mark Lidiard (on +44 20 7408 8714 or +44 7554 440421). You may also request that all future documents, announcements and information to be sent to you in relation to the offer should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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