TIDMVED
RNS Number : 2462U
Vedanta Resources PLC
16 January 2017
Vedanta Resources plc Commences Cash Tender Offers for Any and
All of its US$ 750,000,000 9.50% Bonds due 2018 and US$
1,200,000,000 6.00% Bonds due 2019
16 January 2017 - Vedanta Resources plc (the "Company") (LSE:
VED) today announced that it has commenced tender offers to
purchase for cash (the "Tender Offers") any and all of its
outstanding US$ 750,000,000 9.50% Bonds due 2018 (the "2018 Bonds")
and US$ 1,200,000,000 6.00% Bonds due 2019 (the "2019 Bonds" and,
together with the 2018 Bonds, the "Bonds"). The Tender Offers are
being made pursuant to a Tender Offer Memorandum, dated 16 January
2017 (the "Tender Offer Memorandum").
The Tender Offers will expire at 8:00 a.m., New York time, on 24
January 2017, unless extended or earlier terminated as described in
the Tender Offer Memorandum (such time and date, as they may be
extended, the "Expiration Time").
Holders of Bonds who validly tender (and do not validly
withdraw) their Bonds at or prior to the Expiration Time, or who
deliver to the tender agent a properly completed and duly executed
Notice of Guaranteed Delivery in accordance with the instructions
described in the Tender Offer Memorandum prior to the Expiration
Time, will receive in cash, for Bonds validly tendered and accepted
for purchase by the Company, US$1,081.25 per US$ 1,000 principal
amount for the 2018 Bonds and US$1,025.00 per US$ 1,000 principal
amount for the 2019 Bonds (with respect to each series of Bonds,
the "Consideration"), plus accrued and unpaid interest to, but not
including, the settlement date, which is expected to be 30 January
2017.
Vedanta's obligation to accept and pay for the Bonds validly
tendered in the Tender Offers is conditioned on, among other
things, the successful offering of new senior unsecured notes (the
"New Bonds") that Vedanta is undertaking concurrently with the
Tender Offers. Vedanta intends to finance the payment for the Bonds
tendered pursuant to the Tender Offers with proceeds raised from
the New Bonds. Accordingly, the Tender Offers are subject to the
receipt by the Company of proceeds from its offering of the New
Bonds on terms and conditions satisfactory to the Company, as
determined in its sole discretion, generating net proceeds in an
amount that is sufficient to effect the purchase of the Bonds
validly tendered and accepted for purchase pursuant to the Tender
Offers. The Tender Offers are subject to the satisfaction or waiver
of a number of other conditions as set forth in the Tender Offer
Memorandum.
The following table shows the Bonds included in the Tender
Offers as well as the principal amount outstanding and the
Consideration with respect to each series of Bonds:
Title of CUSIP Number/ISIN Principal Consideration
Security Amount Outstanding
9.50% Bonds CUSIP: G9328DAD2, US$ 750,000,000 US$1,081.25
due 2018 ISIN: USG9328DAD24 per US$ 1,000
(Regulation S) principal amount
CUSIP: 92241TAD4,
ISIN: US92241TAD46
(Rule 144A)
6.00% Bonds CUSIP: G9328D AH3, US$ 1,200,000,000 US$1,025.00
due 2019 ISIN: USG9328DAH38 per US$ 1,000
(Regulation S) principal amount
CUSIP: 92241T AH5,
ISIN: US92241TAH59
(Rule 144A)
Tendered Bonds may be withdrawn at any time at or prior to the
Expiration Time so long as they are validly withdrawn in accordance
with the procedures set forth in the Tender Offer Memorandum. The
Tender Offer for the 2018 Bonds is independent of and not
conditioned upon the Tender Offer for the 2019 Bonds, meaning that
the Company may, subject to applicable law, extend, re-open, amend
and/or terminate the Tender Offer with respect to the 2018 Bonds
without affecting the Tender Offer for the 2019 Bonds, and vice
versa. Furthermore, the Company may, subject to applicable law,
choose to reject or accept tenders, in whole or in part, with
respect to the 2018 Bonds without rejecting or accepting, in whole
or in part, tenders with respect to the 2019 Bonds, and vice
versa.
The Company has engaged Barclays Bank PLC, Citigroup Global
Markets Limited, J.P. Morgan Securities plc and Standard Chartered
Bank (the "Joint Dealer Managers") to serve as dealer managers for
the Tender Offers. For additional information regarding the terms
of the Tender Offers, please contact Barclays Bank PLC at London:
+44 20 3134 8515, US Toll-free: +1 (800) 438 3242 & Collect
U.S.: +1 (212) 528 7581; Citigroup Global Markets Limited at +44 20
7986 9000; J.P. Morgan Securities plc at +44 (0)20 7742 4000; and
Standard Chartered Bank at +65 6557 8286; +442078855739; +1 212 667
0351; liability_management@sc.com).
The Company has appointed D.F. King & Co., Inc. ("D.F.
King") to serve as the information agent and tender agent for the
Tender Offers. Questions regarding the Tender Offers should be
directed to D.F. King at (800) 290-6427. Documents for the Tender
Offers, including the Tender Offer Memorandum and Notice of
Guaranteed Delivery, are available at
https://sites.dfkingltd.com/vedanta and may also be obtained by
contacting D.F. King by telephone at New York: +1 (212) 269 5552,
London: +44 20 7920 9700 & Hong Kong: +852 3953 7230 or by
email at vedanta@dfkingltd.com.
The Tender Offers are being made solely pursuant to, and will be
governed by, the Tender Offer Memorandum. This announcement shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities (including, without limitation, the Company's
New Bonds being offered concurrently with the Tender Offers) nor
will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About Vedanta Resources plc:
Vedanta Resources plc (LSE: VED) is a globally diversified oil
and gas, metals and mining and commercial power generation company.
Vedanta Resources plc's businesses are principally located in India
with additional operations in Zambia, Australia, South Africa,
Liberia and Namibia and over 70,000 employees worldwide. To learn
more about Vedanta Resources plc, please visit its website at
www.vedantaresources.com.
Cautionary Statement Concerning Forward-Looking Statements:
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. Actual results may differ materially from
these statements. The words "expect," "anticipate," "project,"
"believe" and similar expressions identify forward-looking
statements. Although the Company believes that the expectations
reflected in its forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to be correct.
In addition, estimates of future operating results are based on the
Company's current complement of businesses, which is subject to
change. Statements in this press release speak only as of the date
of this press release, and the Company disclaims any responsibility
to update or revise such statements.
Investor and Media Contact:
Communications Finsbury
Roma Balwani Daniela Fleischmann
President - Group Communications, Tel: +44 20 7251 3801
Sustainability vedanta@finsbury.com
and CSR
Tel: +91 22 6646 1000
gc@vedanta.co.in
Investors Tel: +91 22 6646 1531
Ashwin Bajaj ir@vedanta.co.in
Director - Investor Relations
Radhika Arora
Associate General Manager
- Investor Relations
Ravindra Bhandari
Manager - Investor Relations
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
notes is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offers. If any holder of Bonds is
in any doubt as to the action it should take, it is recommended to
seek its own legal, tax and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offers. None of
the Company, the Joint Dealer Managers, D.F. King, or any person
who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether holders of Bonds should participate in the Tender
Offers.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (the "FSMA"). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (i) persons who have
professional experience in matters relating to investments, being
investment professionals as defined in Article 19 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) persons who fall within Article 49 of the Order
("high net worth companies, unincorporated associations etc."); or
(iii) any other persons to whom these documents and/or materials
may lawfully be communicated. Any investment or investment activity
to which this announcement or the Tender Offer Memorandum relate is
available only to such persons or will be engaged only with such
persons and other persons should not rely on it.
General
This announcement, the Tender Offer Memorandum and any related
documents do not constitute an offer to buy or the solicitation of
an offer to sell securities in any circumstances or jurisdictions
in which such offer or solicitation is unlawful. Securities may not
be offered or sold in the United States or to, or for the account
or benefit of U.S. persons absent registration pursuant to the U.S.
Securities Act of 1933, as amended ("Securities Act"), or an
exemption from registration. Any public offering of securities to
be made in the United States will be made by means of an offering
memorandum that will contain detailed information about the Company
and its management, as well as financial statements. If a
jurisdiction requires the Tender Offers to be made by a licensed
broker or dealer, and any of the Joint Dealer Managers or any of
their respective affiliates is such a licensed broker or dealer in
such jurisdictions, the Tender Offers shall be deemed to be made by
such Joint Dealer Manager or such affiliate (as the case may be) on
behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect
of the United Kingdom, each holder of Bonds participating in the
Tender Offers will also be deemed to give certain representations
in respect of the other jurisdictions referred to above and
generally as set out in "Procedures for Tendering Bonds" in the
Tender Offer Memorandum. Any tender of Bonds for purchase pursuant
to the Tender Offers from a holder of Bonds that is unable to make
these representations will not be accepted. Each of the Company,
the Joint Dealer Managers and D.F. King reserves the right, in its
absolute discretion, to investigate, in relation to any tender of
Bonds for purchase pursuant to the Tender Offers, whether any such
representation given by a holder of Bonds is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender of Bonds shall not be accepted.
The securities referred to herein have not been and will not be
registered under the Securities Act, or any state securities laws
of the United States, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws. The Company has no intent to register any such
securities in the United States or any other jurisdiction. The New
Bonds will only be offered to qualified institutional buyers under
Rule 144A of the Securities Act and outside the United States under
Regulation S under the Securities Act.
This announcement should not be considered as an advertisement,
invitation, offer, sale or solicitation of an offer to subscribe
for or purchase any securities, whether by way of private placement
or to the public in India. The New Bonds will not be offered or
sold, and have not been offered or sold in India by means of any
offering document or other document or material relating to the
Bonds, directly or indirectly, to any person or to the public in
India.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
January 16, 2017 04:35 ET (09:35 GMT)
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