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Volcan Investments Limited  -     

Offer for Vedanta Resources - Offer Unconditional

Released 07:00 03-Sep-2018

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

RECOMMENDED 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 Shares

% of total issued 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 Shares

% of total issued share capital (excluding treasury shares)

Anil Agarwal

Forfeitable share awards in the DSBP 2016

35,725

Forfeitable share awards in the DSBP 2017

85,861

Navin Agarwal

Forfeitable share awards in the DSBP 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

Anil Agarwal

Share options in the PSP 2015

275,000

 

Share options in the PSP 2016

210,000

 

Share options in the PSP 2017

164,900

Navin Agarwal

Share options in the PSP 2015

130,000

 

Share options in the PSP 2016

125,000

 

Share options in the PSP 2017

113,300

Agnivesh Agarwal

Share options in 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 adviser  and Rule 3 adviser to the Independent Committee)

Tel: +44 20 7187 2000

Spiro Youakim


William Lawes


Laurence Rehfeld


Fiona McHardy




J.P. Morgan Cazenove (lead financial adviser 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


 

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.
 
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Offer for Vedanta Resources - Offer Unconditional - RNS