30th Jul 2018 17:00
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 OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
This announcement contains inside information.
For immediate release
Extension of PUSU Deadline
30 July 2018
Further to the announcement of the possible offer for Vedanta Resources Plc ("Vedanta Resources") by Volcan Investments Limited ("Volcan Investments") on 2 July 2018 (the "Possible Offer"), the Independent Committee of the Board of Vedanta Resources has today, with the consent of the Panel, agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code to enable ongoing financing discussions between Volcan Investments and its lenders in relation to the Possible Offer to be concluded.
Accordingly, by no later than 5.00 p.m. (London time) on 6 August 2018, Volcan Investments will be required either to announce a firm intention to make an offer for Vedanta Resources in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel.
A further announcement will be made when appropriate.
Defined terms used but not defined in this announcement have the same meanings as set out in the Possible Offer announcement.
Enquiries
Lazard & Co., Limited (Financial Adviser to the Independent Committee of Vedanta Resources) Spiro Youakim +44 207 187 2000 William Lawes Laurence Rehfeld Fiona McHardy |
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Vedanta Resources Arun Kumar +44 207 499 5900Viral GathaniRashmi Mohanty J.P. Morgan Cazenove (Lead Financial Adviser to Volcan Investments) Charles Harman +44 207 742 4000 Barry Weir Jamie Riddell James Robinson Credit Suisse International (Financial Adviser to Volcan Investments) Mark Echlin +44 207 888 8888 Joe Hannon Emil Huseynov Kush Nanjee Finsbury (Public Relations Adviser to Volcan Investments and Vedanta Resources) Daniela Fleischmann +44 207 251 3801 Humza Vanderman |
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Important Notice
This announcement is provided for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply which such restrictions may constitute a violation of the securities law of any such jurisdiction.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority 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 announcement and will not regard any other person as its client in relation to the matters set out in this announcement 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 announcement or any other matter referred to herein.
Credit Suisse International 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, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Independent Committee of Vedanta Resources and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Independent Committee of Vedanta Resources for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither Lazard & Co., Limited 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 & Co., Limited in connection with the Possible Offer, this announcement, any statement contained herein or otherwise.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Vedanta Resources' website at www.vedantaresources.com/investor-relations by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure (as defined below) following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An "Opening Position Disclosure" means an announcement that must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period or the announcement in which any securities exchange offeror is first identified. If a person required to make an Opening Position Disclosure under Rule 8.3(a) deals in the relevant securities of the offeree company or of a securities exchange offeror before midnight on the day before the Opening Position Disclosure deadline, he must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure (as defined below) if the person deals in any relevant securities of the offeree company or of any securities exchange offeror during an offer period. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (a) the offeree company; and (b) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
A "Dealing Disclosure" means an announcement that must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must be made by the offeree company and also by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Volcan Investments and any persons acting in concert with Volcan Investments will be making a public Opening Position Disclosure required by Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code.
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Related Shares:
Vedanta Resources