TIDMTTM TIDMVED
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 Tel: +44 207 742 4000
advisor 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
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 rns@lseg.com or visit www.rns.com.
END
OFFEAFNKADDPEAF
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