Vedanta Resources plc: Close Period Buy-Back Programme
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 "DISTRIBUTION RESTRICTIONS" BELOW).
Vedanta Resources plc (the "Company" ) announces that, prior to the commencement of its scheduled close period on 1 April 2016, it intends to enter into irrevocable arrangements with one or more third party brokers (the "Brokers" ) to commence a buy-back programme to repurchase, within certain pre-set parameters, on its behalf:
(a) up to US$148.6 million (i.e. up to 20 per cent) of the US$743 million outstanding principal amount of the 6.75% bonds due 2016 of Vedanta Resources plc (the "2016 Bonds" ); and
(b) up to US$200 million of the US$582 million outstanding principal amount of the 5.50 per cent. Guaranteed Convertible Bonds due 2016 of Vedanta Resources Jersey Limited (the "Convertible Bonds" and, together with the 2016 Bonds, the "Bonds" ),
during this close period. It is expected that the arrangements will take effect on 4 April 2016. In accordance with the terms and conditions of the 2016 Bonds, the purchased 2016 Bonds may either be cancelled or held until their maturity date. In accordance with the terms and conditions of the Convertible Bonds, the purchased Convertible Bonds may either be surrendered for cancellation or held until their maturity date.
Purchases of the Bonds will be financed by the Company from its currently available funds and from funds to be made available following part-repayment by Vedanta Limited of an intercompany loan between the Company and Vedanta Limited.
The Brokers will make trading decisions in relation to the purchase of the Bonds independently of, and uninfluenced by, each of the Company and Vedanta Resources Jersey Limited.
Ahead of the commencement of its close period, the Company also wishes to announce that its lending banks have consented to certain changes requested by the Company to its covenants under the terms of the relevant debt facilities effective from 31 March 2016 until the period ending 30 September 2018. This will ensure compliance by the Company with its covenants relating to all facilities for the testing period ending 31 March 2016.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
31 March 2016
Vedanta Resources plc
6 St Andrew Street
London EC4A 3AE
Tel: +353 1 945 1212
About Vedanta Resources
Vedanta Resources plc ("Vedanta" ) is a London listed diversified global natural resources company. The group produces aluminium, copper, zinc, lead, silver, iron ore, oil & gas and commercial energy. Vedanta has operations in India, Zambia, Namibia, South Africa, Ireland, Liberia, Australia and Sri Lanka. With an empowered talent pool globally, Vedanta places strong emphasis on partnering with all its stakeholders based on the core values of trust, sustainability, growth, entrepreneurship, integrity, respect and care. For more information, please visit www.vedantaresources.com .
This press release contains "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, uncertainties arise from the behaviour of financial and metals markets including the London Metal Exchange, fluctuations in interest and/or exchange rates and metal prices; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different that those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.
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.
The buyback programme in respect of the Convertible Bonds (the "Buyback Programme" ) is not being made available and will not be made available, 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 and any other documents or materials relating to the Buyback Programme 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 Convertible Bonds cannot be acquired in the Buyback Programme 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 acquisition of Convertible Bonds in the Buyback Programme resulting directly or indirectly from a violation of these restrictions will be invalid and any purported sale of Convertible 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 Convertible Bonds participating in the Buyback Programme will be deemed to represent that it is not a U.S. Person, is not located in the United States and is not participating in the Buyback Programme 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 Buyback Programme from the United States and who is not a U.S. Person.
Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and offers of Bonds for purchase pursuant to the Buyback Programme will not be accepted) in any circumstances in which such offer or solicitation is unlawful.
Vedanta Resources plc
Roma Balwani, +91 22 6646 1000
President - Group Communications, Sustainability and CSR
Director - Investor Relations
Associate General Manager - Investor Relations
Manager - Investor Relations
+44 (0)20 7659 4732
+91 22 6646 1531
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