Vedanta Resources PLC Bond Buyback Tender Offer Launch (7050N)

TIDMVED

RNS Number : 7050N

Vedanta Resources PLC

01 February 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (EACH A "U.S. PERSON")) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

1 February 2016

Vedanta Resources plc (the "Offeror") has today launched an invitation to holders of the outstanding bonds detailed in the table below to tender their Bonds for purchase by the Offeror for cash (the "Offer") at a price to be determined pursuant to a modified Dutch auction.

The Offeror proposes to purchase up to U.S.$250,000,000 in aggregate principal amount outstanding of Bonds (the "Maximum Acceptance Amount") on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror reserves the right, in its sole and absolute discretion, to purchase less than or more than the Maximum Acceptance Amount, subject to applicable law.

 
  Description of     Common code/ISIN      Outstanding           Specified        Purchase Price          Maximum 
     the Bonds                           principal amount     Denomination of                        Acceptance Amount 
                                                                 the Bonds 
------------------  -----------------  -------------------  ------------------  ------------------  ------------------ 
 Vedanta Resources      043472208/       U.S.$904,100,000      U.S.$100,000      To be determined          Up to 
  Jersey Limited       XS0434722087                                              as set out herein   U.S.$250,000,000 
 U.S.$1,250,000,00                                                                 pursuant to a       in aggregate 
 0 5.50 per cent.                                                                 modified Dutch     principal amount 
    Guaranteed                                                                   auction procedure 
    Convertible 
  Bonds due 2016 
   (the "Bonds") 
------------------  -----------------  -------------------  ------------------  ------------------  ------------------ 
 

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 1 February 2016 (the "Tender Offer Memorandum").

Introduction to and Rationale for the Offer

On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Bondholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Bonds for purchase by the Offeror at the Purchase Price together with Accrued Interest.

The Offer is being made as part of the active liability management of the Offeror's balance sheet. The Offeror intends to continue to manage its balance sheet actively and will consider further opportunities to repurchase Bonds and its other listed debt securities as and when they arise, although is under no obligation to pursue any such opportunity.

Purchase Price

The Offeror will pay for Bonds validly tendered and accepted by it for purchase pursuant to the Offer a cash purchase price per U.S.$100,000 in principal amount of Bonds (the "Purchase Price") as determined pursuant to the Modified Dutch Auction Procedure described below.

Modified Dutch Auction Procedure

Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Offer: (i) the aggregate principal amount of Bonds (if any) that it will accept for purchase pursuant to the Offer (the "Acceptance Amount") and (ii) the Purchase Price for Bonds validly tendered and accepted for purchase, taking into account the aggregate principal amount of Bonds so tendered and the purchase prices specified (or deemed to be specified, as set out below) by tendering Bondholders.

The Purchase Price for the Bonds will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the Bonds which equals the Acceptance Amount and shall be an amount divisible by U.S.$250 per U.S.$100,000 in principal amount of the Bonds. Tender Instructions may be submitted in the form of either a Competitive Offer (which specifies a purchase price, in an amount divisible by U.S.$250 per U.S.$100,000 in principal amount of the Bonds that a Bondholder would be willing to accept as the Purchase Price in respect of Bonds that are the subject of the particular Tender Instruction) or a Non-Competitive Offer (which does not specify a purchase price).

Acceptance Amount and Scaling

The Acceptance Amount (if any) will be determined by the Offeror in its sole discretion. If the aggregate principal amount outstanding of Bonds validly tendered at or below the Purchase Price is greater than the Acceptance Amount, the Offeror intends to accept all Bonds tendered for purchase at the Purchase Price on a pro rata basis, as further described in the Tender Offer Memorandum.

Timetable for the Offer

The expected timetable of events will be as follows:

 
  Date                                                         Action 
  1 February 2016                                              Commencement of the Offer 
                                                               Offer announced by way of announcements on the relevant 
                                                               Notifying News Service(s), through 
                                                               the Clearing Systems and via the website of the London 
                                                               Stock Exchange. 
                                                               Tender Offer Memorandum available from the Tender 
                                                               Agent. 
  8 February 2016 at                                           Expiration Deadline 
   16.00 hours, London time                                    Deadline for receipt by the Tender Agent of all valid 
                                                               Tender Instructions in order for Bondholders 
                                                               to be able to participate in the Offer. 
  8 February 2016 or before market open on 9 February          Announcement of Purchase Price, Acceptance and Results 
  2016                                                         Announcement by the Offeror of Bonds, whether the 
                                                               Offeror will accept valid tenders of the 
                                                               Bonds pursuant to the Offer and if so accepted, the 
                                                               Acceptance Amount, the Purchase Price 
                                                               and the pro-ration factor (if applicable) to be applied 
                                                               to valid tenders of the Bonds. 
  10 February 2016                                             Settlement 
                                                                Expected Settlement Date for the Offer. 
 

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum, which will be sent to eligible Bondholders at their request. Bondholders are urged to read the Tender Offer Memorandum carefully.

The Offeror has retained J.P Morgan Securities plc and Standard Chartered Bank to act as Dealer Managers for the Offer.

Operational Procedure Description

In order to participate in the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent prior to 16:00 hours, London time, on 8 February 2016. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum. Bondholders are advised to check with any bank, securities broker or other Intermediary through which they hold Bonds when such Intermediary would require to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in this announcement. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this announcement.

If you need further information about the Offer, please contact any of the Dealer Managers or the Tender Agent.

Contact Details:

THE OFFEROR

Vedanta Resources plc

6 St Andrew Street

London EC4A 3AE

United Kingdom

February 01, 2016 12:10 ET (17:10 GMT)

THE DEALER MANAGERS

 
           J.P Morgan Securities plc                                   Standard Chartered Bank 
            25 Bank Street                                              8 Marina Boulevard, Level 
            Canary Wharf                                                20 
            London E14 5JP                                              Marina Bay Financial Centre 
            United Kingdom                                              Tower 1 
                                                                        Singapore 018981 
            Telephone: [phone] 
            Attention: ECM Europe Syndicate                             Telephone: [phone] 
            Desk                                                        Attention: Liability 
            Email: [e-mail]              Management 
                                                                        Email: [e-mail] 
 

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: [phone]

Attention: Thomas Choquet

Email: [e-mail]

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the account of benefit of, any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to, or for the account of benefit of, a U.S. Person and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person or any person acting for the account or benefit of a U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Bonds participating in the Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Offer from the United States, or it is not located in the United States and it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is 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. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Bondholders, can tender some or all of their Bonds pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer has been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6(4) of the Belgian Takeover Law. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

This information is provided by RNS

The company news service from the London Stock Exchange

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February 01, 2016 12:10 ET (17:10 GMT)