22nd Feb 2006 07:02
Vedanta Resources PLC22 February 2006 Vedanta Resources PLC22 February 2006 THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN 22 February 2006 Vedanta Resources Plc ("Vedanta") announces the closing of the issue of its US$725 million 4.60% Convertible Bonds due 2026 (the "Bonds") Vedanta announces the closing of the issue of its U.S.$725,000,000 4.60 percent. Guaranteed Convertible Bonds due 2026. The Bonds, following the ElectionDate (referred to below), on conversion will convert into Global DepositaryReceipts ("GDRs"), with each GDR, at Closing, representing one fully-paidordinary share of Vedanta, with a nominal value of U.S.$0.10 (an "OrdinaryShare"). The Bonds will be issued by Vedanta's wholly owned subsidiary, VedantaFinance (Jersey) Limited ("Vedanta Finance") and will be guaranteed by Vedanta.Ordinary Shares are to be issued pursuant to an exchange of preference shares(the "Preference Shares") of Vedanta Finance for Ordinary Shares. The number ofOrdinary Shares (represented by GDRs) to be issued will be determined bydividing the aggregate paid up value of each Preference Share, being U.S.$1,000(translated into pounds sterling at a fixed exchange rate of U.S.$1.7845/£),issued on conversion of the Bonds by the exchange price (being £14.54 perOrdinary Share, subject to adjustment in accordance with the articles ofassociation of Vedanta Finance then in effect). Holders of GDRs will not be entitled to exercise voting rights in respect of theOrdinary Shares represented by such GDRs, nor will holders of GDRs be entitledto withdraw Ordinary Shares from the GDR facility, unless Vedanta shall notifyholders otherwise. The conversion rights will be exercisable from and after 3 May 2006. Prior tothe date that Vedanta gives notice to holders (the "Election Date"), holders ofthe Bonds ("Bondholders") will not receive GDRs or Ordinary Shares uponconversion, but will receive a cash payment in sterling determined by referenceto the volume weighted average price of the Ordinary Shares in accordance withthe terms and conditions of the Bonds. Following the Election Date, the Bondswill be convertible into GDRs in the manner referred to above but VedantaFinance may elect to satisfy such conversion rights attaching to any Bonds bydelivering or procuring that there are delivered on such exercise of suchrights, Ordinary Shares, in lieu of GDRs. The maximum number of Ordinary Shares into which the Bonds would convert,assuming no adjustment as aforesaid, would be 27.94 million. Barclays Bank PLC will have the right, at any time, to deposit up to six millionOrdinary Shares into the GDR facility. Current and/or future holders of OrdinaryShares may, with the consent of Vedanta, deposit Ordinary Shares into the GDRfacility. The Bonds are subject to redemption in whole (but not in part only) at theirprincipal amount, together with accrued interest, at the option of VedantaFinance (i) at any time on or after 14 March 2009 if on each dealing day in anyperiod of not less than 30 consecutive dealing days ending not earlier than 14days prior to the date on which the relevant notice of redemption is given tothe Bondholders, the value of the Ordinary Shares that would fall to be issuedin relation to the conversion of a Bond in the principal amount of U.S.$100,000would exceed U.S.$130,000 or (ii) at any time if, prior to the giving of noticeof such redemption, conversion rights shall have been exercised and/or purchasesand cancellations and/or redemptions effected in respect of 85 per cent. or morein principal amount of the Bonds originally issued. The Bonds may also be redeemed at the option of Bondholders at their principalamount on 21 February 2013, 21 February 2018 and 21 February 2022. Unlesspreviously redeemed, converted or purchased and cancelled, the Bonds will beredeemed at their principal amount together with unpaid accrued interest on 21February 2026. Applications have been made for the Bonds to be admitted to the Official List ofthe UK Listing Authority (the "Official List") and to be admitted to trading onthe Professional Securities Market of the London Stock Exchange plc (the "LondonStock Exchange"). Application has been made for the GDRs to be listed on theLuxembourg Stock Exchange's alternative market for the listing and trading ofsecurities. The Company has undertaken to apply to have the Ordinary Shares(including those that may be represented by GDRs) issued upon conversion of theBonds admitted to the Official List and admitted to trading on the EEA RegulatedMarket of the London Stock Exchange. For further information, please contact: Sumanth Cidambi [email protected] Director - Investor Relations Tel: +91 22 5646 1531Vedanta Resources plc Douglas Decker [email protected] Capital Tel: +44 20 7773 8302 Robin Walker [email protected] Tel: +44 20 7251 3801 About Vedanta Resources plc Vedanta Resources plc is a London listed diversified metals and mining group.Its principal operations are located throughout India, with further operationsin Zambia and Australia. The major metals produced are aluminium, copper, zincand lead. For further information, please visit www.vedantaresources.com. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANYOFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANYJURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATIONOR AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MENTIONED IN THISANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDERTHE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THEUNITED STATES. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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