Offer Document

Offer Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction. This document (and any documents incorporated into it by reference) should be read in conjunction with the accompanying Form of Acceptance (if you hold Vedanta Shares in certificated form). If you hold your Vedanta Shares as a CREST sponsored member, you should refer to your CREST sponsor before complying with the procedures set out in paragraph 17.2 of Part II of this document. If you have sold or otherwise transferred all of your Vedanta Shares (other than pursuant to the Offer), please forward this document and any accompanying documents (but not any personalised Form of Acceptance and reply-paid envelope if you hold your Vedanta Shares in certificated form) as soon as possible to the buyer or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the buyer or transferee. However, such documents should not be mailed, forwarded, transmitted or distributed, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant law of that jurisdiction (a “Restricted Jurisdiction”). If you have sold or transferred only part of your holding of Vedanta Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document in, into or from jurisdictions other than the United Kingdom and the availability of the Offer to Vedanta Shareholders and Vedanta GDR Holders who are not resident in the United Kingdom may be restricted by the laws of those jurisdictions. Therefore, persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction. This document does not constitute to sell or issue, nor the solicitation of an offer to buy or subscribe for, any shares in any jurisdiction in which such offer or solicitation is unlawful. RECOMMENDED CASH OFFER for VEDANTA RESOURCES PLC by VOLCAN INVESTMENTS LIMITED You should read carefully the whole of this document (and any documents incorporated into it by reference) and, if your Vedanta Shares are held in certificated form, the Form of Acceptance. Your attention is drawn to the letter from the Independent Committee set out in Part I of this document, which contains the unanimous recommendation of the Independent Committee to accept the Offer. The procedure for acceptance of the Offer is set out on page v of this document, in paragraph 16 of Part II of this document, in Sections C and D of Part III of this document and, in respect of Vedanta Shares held in certificated form, in the Form of Acceptance. To accept the Offer in respect of Vedanta Shares held in certificated form, the accompanying Form of Acceptance should be completed, signed and returned as soon as possible and, in any event, so as to be received by post by Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE no later than 1.00 p.m. (London time) on 31 August 2018. To accept the Offer in respect of Vedanta Shares held in uncertificated form, an Electronic Acceptance must be made and must settle as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 31 August 2018. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear. If you are a Vedanta GDR Holder, the procedure for participating in the Offer is set out in paragraph 17.3 of Part II of this document. Each of Clearstream and Euroclear and their respective direct and indirect participants will set their own cut-off dates and times to receive instructions to tender Vedanta GDRs, so you should contact your broker or other securities intermediary to find out the cut-off date and time that applies to you. If you have any questions about this document or are in any doubt as to how to complete the Form of Acceptance (if you hold Vedanta Shares in certificated form), or if you want to request a hard copy of this document (and/or any information incorporated into it by reference from another source), please contact the Receiving Agent, Computershare, on 0370 707 1388 (from within the UK) or on +44 370 707 1388 (if calling from outside the UK). Lines are open 8.30 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Capitalised words and expressions used in this document shall have the meanings given to them in Part VIII of this document. This Offer is subject to the jurisdiction of the Panel. J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”), is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom. J.P. Morgan Cazenove is acting as financial adviser to Volcan Investments and no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the matters set out in this document 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, or for providing advice in relation to the contents of this document or any other 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 document 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 document 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 document, any statement contained herein or otherwise. Lazard & Co., Limited (“Lazard”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Independent Committee and for 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 its clients or for providing advice in connection with the Offer referred to in this document. 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 the Offer, this document, any statement contained herein or otherwise. i IMPORTANT NOTICE The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Volcan Investments or Vedanta Resources. Overseas Shareholders This document 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 disclosed in accordance with the laws and regulations of jurisdictions outside England. The statements contained in this document are made as at the date of this document, 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 document since such date. The release, publication or distribution of this document 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.

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