TIDMVED TIDMTTM
RNS Number : 4949Z
Volcan Investments Limited
03 September 2018
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 THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
3 September 2018
RECOMMED CASH OFFER
for
Vedanta Resources Plc
by
Volcan Investments Limited
Offer Unconditional in All Respects and Intention to Procure
Delisting
The board of directors of Volcan Investments Limited ("Volcan
Investments") is pleased to announce that the recommended cash
offer (the "Offer") by Volcan Investments for Vedanta Resources Plc
("Vedanta Resources") has become unconditional in all respects. The
Offer is being extended and will remain open for acceptances until
further notice. Volcan Investments intends to procure that Vedanta
Resources will apply to the London Stock Exchange and the UKLA to
cancel the admission of Vedanta Shares to trading on the London
Stock Exchange's Main Market for listed securities and the
admission to listing of Vedanta Shares on the premium listing
segment of the Official List, respectively. This delisting is
expected to occur on 1 October 2018 being 20 Business Days from the
date of this announcement.
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.
Level of acceptances
As at 1.00 p.m. on Friday 31 August, Volcan Investments had
received valid acceptances of the Offer in respect of 72,729,845
Vedanta Shares, representing approximately 25.8 per cent. of the
issued ordinary share capital of Vedanta Resources and
approximately 77.04 per cent. of the Vedanta Shares to which the
Offer relates.
The above figures include acceptances of the Offer in respect of
Vedanta Shares represented by Vedanta GDRs representing
approximately 2.37 per cent. of the issued ordinary share capital
of Vedanta Resources and approximately 7.07 per cent. of the
Vedanta Shares to which the Offer relates.
Of the 72,729,845 valid acceptances received, 757,944 are in
respect of Vedanta Shares held by persons acting in concert, or
deemed to be acting in concert, with Volcan Investments for the
purposes of the Offer, representing approximately 0.27 per cent. of
the issued ordinary share capital of Vedanta Resources and
approximately 0.80 per cent. of the Vedanta Shares to which the
Offer relates.
No irrevocable undertakings or letters of intent to accept, or
procure acceptance of, the Offer have been received by Volcan
Investments.
As at 1.00 p.m. on 31 August 2018, the following persons (each
of whom is deemed to be acting in concert with Volcan Investments
for the purposes of the Code) held an interest in relevant Vedanta
Resources securities:
(a) Interests in Ordinary Shares
Name Number of Ordinary % of total issued
Shares share capital (excluding
treasury shares)
Anil Agarwal 319,464 0.11
------------------- --------------------------
Navin Agarwal 315,666 0.11
------------------- --------------------------
Agnivesh Agarwal 41,154 0.01
------------------- --------------------------
Pravin Agarwal 25,000 0.01
------------------- --------------------------
Pratik Agarwal 5,000 0.00
------------------- --------------------------
Annanya Agarwal 17,640 0.01
------------------- --------------------------
Naivedya Agarwal 17,006 0.01
------------------- --------------------------
Ruchira Agarwal 17,014 0.01
------------------- --------------------------
As noted above, these Vedanta Shares shown in the table above
have been assented into the Offer.
In addition to the above interests in ordinary shares, Anil
Agarwal and Navin Agarwal are also interested in ordinary shares
pursuant to the Vedanta Resources Deferred Share Bonus Plan
("DSBP"). These interests are forfeitable in certain
circumstances.
Name Number of Ordinary % of total issued
Shares share capital (excluding
treasury shares)
Forfeitable share
awards in the DSBP
Anil Agarwal 2016 35,725
--------------------- --------------------------
Forfeitable share
awards in the DSBP
2017 85,861
------------------------------------- --------------------------
Forfeitable share
awards in the DSBP
Navin Agarwal 2015 18,109
--------------------- --------------------------
Forfeitable share
awards in the DSBP
2016 34,618
------------------------------------- --------------------------
Forfeitable share
awards in the DSBP
2017 47,563
------------------------------------- --------------------------
(b) Rights to subscribe for Ordinary Shares
Anil Agarwal, Navin Agarwal and Agnivesh Agarwal have been
granted options over Vedanta Shares under the Vedanta Resources
Performance Share Plan ("PSP"). These options become exercisable in
certain circumstances, subject to performance conditions being
met.
Name Nature of right Number of Ordinary
Shares
Share options in
Anil Agarwal the PSP 2015 275,000
------------------ -------------------
Share options in
the PSP 2016 210,000
------------------------------------- -------------------
Share options in
the PSP 2017 164,900
------------------------------------- -------------------
Share options in
Navin Agarwal the PSP 2015 130,000
------------------ -------------------
Share options in
the PSP 2016 125,000
------------------------------------- -------------------
Share options in
the PSP 2017 113,300
------------------------------------- -------------------
Share options in
Agnivesh Agarwal the PSP 2015 55,000
------------------ -------------------
Save as disclosed in this announcement, as at 1.00 p.m. on 31
August 2018 neither Volcan Investments, nor, so far as Volcan
Investments is aware, any person acting in concert with Volcan
Investments:
-- has any interest in, or right to subscribe for, any Vedanta
Shares nor does any such person have any short position in Vedanta
Shares, including any short position under a derivative, any
agreement to sell, any delivery obligation or right to require
another person to purchase or take delivery of Vedanta Shares;
or
-- has borrowed or lent any Vedanta Shares; or
-- is party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code in
relation to Vedanta Shares.
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 260,217,947 Vedanta Shares, representing
approximately 92.31 per cent. of the existing issued share capital
of Vedanta Resources.
The percentages of Vedanta Shares referred to in this
announcement are based upon the figure of 281,895,688 Vedanta
Shares in issue as at 1.00 p.m. on 31 August 2018.
The Offer is subject to an Acceptance Condition which requires
the receipt of acceptances in respect of not less than 90 per cent.
(or such lesser percentage as Volcan Investments may decide) of the
Vedanta Shares to which the Offer relates and of the voting rights
attached to those shares, provided that the Acceptance Condition
will not be satisfied unless Volcan Investments shall hold or have
acquired or agreed to acquire (whether pursuant to the Offer or
otherwise), directly or indirectly, Vedanta Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at the general meeting of Vedanta Resources, including
for this purpose (except to the extent otherwise agreed by the
Panel) any such voting rights attaching to Vedanta Shares that are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise.
Volcan Investments has decided to lower the Acceptance Condition
and treat the Acceptance Condition as being satisfied upon Volcan
Investments having (a) by virtue of its shareholdings and
acceptances of the Offer acquired, or agreed to acquire, Vedanta
Shares representing at least 75 per cent. of the voting rights of
Vedanta Resources, and (b) obtained acceptances of the Offer or
having acquired, or agreed to acquire, Vedanta Shares from
Independent Vedanta Shareholders that represent a majority of the
voting rights held by the Independent Vedanta Shareholders on the
date of the Offer Document, provided that the Acceptance Condition
will not be satisfied unless Volcan Investments shall hold or have
acquired or agreed to acquire (whether pursuant to the Offer or
otherwise), directly or indirectly, Vedanta Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at the general meeting of Vedanta Resources, including
for this purpose (except to the extent otherwise agreed by the
Panel) any such voting rights attaching to Vedanta Shares that are
unconditionally allotted or issued before the Offer becomes or is
declared unconditional as to acceptances whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise (the "Reduced Acceptance Condition").
Volcan Investments is therefore pleased to announce that the
Reduced Acceptance Condition has now been satisfied and that all
other Conditions relating to the Offer have now either been
satisfied or waived and the Offer is hereby declared unconditional
in all respects.
Offer to close upon further notice
Volcan Investments further announces that the Offer will remain
open until further notice. In accordance with Rule 31.2 of the
Code, at least 14 days' notice will be given before the Offer is
closed for further acceptance.
Vedanta Shareholders who have not yet accepted the Offer are
urged to do so by taking the following action:
-- If you hold your Vedanta Shares, or any of them, in
certificated form (that is, not in CREST), to accept the Offer, you
should complete and return the signed Form of Acceptance (which
accompanied the Offer Document) along with your share
certificate(s) and/or any other appropriate documents of title) by
post to Computershare Investor Services PLC at Corporate Actions
Projects, Bristol, BS99 6AH or by hand (during normal business
hours only) to Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as
possible;
-- If you hold your Vedanta Shares, or any of them, in
uncertificated form (that is, in CREST), you should follow the
procedure for Electronic Acceptance through CREST so that the
relevant TTE Instruction settles as soon as possible. If you hold
your Vedanta Shares as a CREST sponsored member, you should refer
to your CREST sponsor as only your CREST sponsor will be able to
send the necessary instructions to Euroclear; or
-- If you are a Vedanta GDR Holder, you should instruct your
broker or other securities intermediary through which you hold
Vedanta GDRs to instruct Clearstream or Euroclear, as applicable,
to block your GDRs in your account for the purpose of tendering
into the Offer. Each clearing system and their respective direct
and indirect participants will set their own cut-off dates and
times to receive instructions to tender, so you should contact your
broker or other securities intermediary to find out the cut-off
date and time that applies to you.
Vedanta Shareholders are advised to read paragraph 17 of the
letter from Volcan Investments set out in Part II of the Offer
Document which contains full details on how to accept or, in the
case of Vedanta GDR Holders, tender into the Offer
Delisting of Vedanta Shares
As set out in the Offer Document, now that the Offer has become
unconditional in all respects and the Reduced Acceptance Condition
has been satisfied, Volcan Investments intends to procure that
Vedanta Resources will apply to the London Stock Exchange and the
UKLA to cancel the admission of Vedanta Shares to trading on the
London Stock Exchange's Main Market for listed securities and the
admission to listing of Vedanta Shares on the premium listing
segment of the Official List, respectively.
The cancellation of listing and admission to trading is
anticipated to take effect on 1 October 2018 being 20 Business Days
from the date of this announcement.
Vedanta Shareholders are reminded that de-listing would
significantly reduce the liquidity and marketability of any Vedanta
Shares in respect of which the Offer has not been accepted at that
time.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published and made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Vedanta's website at
http://www.vedantaresources.com/investor-relations/volcan-offer by
no later than 12 noon on the Business Day following this
announcement. For the avoidance of doubt, the content of the
website is not incorporated into and does not form part of this
announcement.
Vedanta Shareholders may request a hard copy of this
announcement by contacting 0370 707 1388 (from within the UK) or on
+44 370 707 1388 (if calling from outside the UK) during business
hours or by submitting a request in writing to Computershare at
Computershare Investors Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
Defined terms used in this announcement have the same meaning as
given to them in the Offer Document published by Volcan Investments
on 3 August 2018 unless stated otherwise.
Enquiries:
Vedanta Resources Plc Tel: +44 020 7499 5900
Arun Kumar
Viral Gathani
Rashmi Mohanty
Lazard & Co., Limited (financial Tel: +44 20 7187 2000
adviser and Rule 3 adviser to
the Independent Committee)
Spiro Youakim
William Lawes
Laurence Rehfeld
Fiona McHardy
J.P. Morgan Cazenove (lead financial Tel: +44 207 742 4000
adviser to Volcan Investments
Charles Harman
Barry Weir
Jamie Riddell
James Robinson
Credit Suisse International (financial Tel: + 44 207 888 8888
adviser to Volcan Investments)
Mark Echlin
Joe Hannon
Emil Huseynov
Kush Nanjee
Finsbury (Public Relations Adviser Tel: +44 207 251 3801
to the Independent Committee)
Daniela Fleischmann
Humza Vanderman
Vedanta Resources LEI Number: 2138007MYEKPEAZQTW83
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.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to the Independent Committee and no one else
in connection with the Offer and will not be responsible to anyone
other than the Independent Committee for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the Offer or any other matters referred to in this announcement.
Neither Lazard nor any of its 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 Lazard 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 rns@lseg.com or visit www.rns.com.
END
OFFFMGGLZZDGRZZ
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