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SOURCE Essar Global Fund Limited
NEW YORK, June 6, 2014 /PRNewswire/ -- 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 OF THAT JURISDICTION
On 14 March 2014, Essar Capital Limited, the dedicated investment manager for Essar Global Fund Limited ("EGFL"), announced a proposed cash acquisition by an indirect wholly-owned subsidiary of EGFL, Energy Bidco Holdings Limited ("Bidco"), of the minority shares in Essar Energy plc ("Essar Energy") that EGFL does not already own (the "Shares Offer") and the US$550,000,000 4.25 per cent. convertible bonds due 2016 guaranteed by Essar Energy (the "Bonds Offer", and together with the Shares Offer, the "Acquisition").
The full terms and conditions of the Shares Offer and the Bonds Offer are set out in the offer document published by Bidco on 11 April 2014 (the "Offer Document"), a copy of which is available at www.essarglobalfundltd.com. Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document.
On 9 May 2014, Bidco announced that both the Shares Offer and the Bonds Offer had become unconditional in all respects and that it was keeping both the Shares Offer and the Bonds Offer open for acceptances until 1.00 p.m. (London time) on 23 May 2014. On 23 May 2014, Bidco announced that the Shares Offer was being extended and would remain open for acceptance until 1.00 p.m. (London time) on 6 June 2014 and that the Bonds Offer had closed and was no longer capable of acceptance.
Shares Offer now closed
As the closing date of the Shares Offer of 1.00 p.m. (London time) on 6 June 2014 set out in the announcement made on 23 May 2014 has now passed, Bidco confirms that the Shares Offer is now closed and is no longer capable of acceptance.
Level of acceptances
As at 1.00 p.m. (London time) on 6 June 2014, Bidco had received valid acceptances of the Shares Offer in respect of 275,361,820 Essar Energy Shares (representing approximately 21.13 per cent. of the total issued share capital of Essar Energy and approximately 95.98 per cent. of the Essar Energy Shares to which the Shares Offer relates). In addition, EGFL already owns 1,016,534,221 Essar Energy Shares (representing approximately 77.99 per cent. of the total issued share capital of Essar Energy).
Accordingly, as at 1.00 p.m. (London time) on 6 June 2014, Bidco/EGFL either owned or had received valid acceptances of the Shares Offer in respect of, in aggregate, 1,291,896,041 Essar Energy Shares (representing approximately 99.11 per cent. of the total issued share capital of Essar Energy).
The Bonds Offer closed on 23 May 2014 and Bidco has not received any further acceptances of the Bonds Offer or acquired any Essar Energy Convertible Bonds since 9 May 2014, other than by way of settlement of valid acceptances in respect of the Bonds Offer.
Accordingly, as at 1.00 p.m. (London time) on 6 June 2014, Bidco/EGFL either owned or had received valid acceptances of the Bonds Offer in respect of, in aggregate, 18,100,000 Essar Energy Convertible Bonds (representing approximately 3.29 per cent. of the outstanding Essar Energy Convertible Bonds).
Settlement for valid acceptances of the Shares Offer pursuant to the terms of the Offer Document prior to the closing date will be effected promptly after receipt of that acceptance in accordance with applicable English and US law and regulation. As noted above, Bidco has not received any acceptances of the Bonds Offer since 9 May 2014.
Squeeze-out of outstanding Essar Energy Shares
Bidco is today implementing the procedure under Chapter 3 of Part 28 of the 2006 Act to squeeze out all of the outstanding Essar Energy Shares which it does not already own or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.
Bidco expects that such outstanding Essar Energy Shares will be compulsorily acquired on or shortly after 18 July 2014, being the date of expiry of six weeks from the date of the statutory notice which is being sent to relevant Essar Energy Shareholders today.
In accordance with Rule 30.4 of the Takeover Code, this announcement will be available on EGFL's website at www.essarglobalfundltd.com by no later than 12.00 noon (London time) on 9 June 2014.
Enquiries Outside the United States
VTB Capital (Financial Adviser to EGFL and Bidco)
+44 203 334 8726
+44 7947 740 551
+44 7917 883 360
Bondholders and Shareholders in the United States please call Georgeson (the US Information Agent) at
1 (877) 797-1153
Banks and Brokerage Firms in the United States please call Georgeson (the US Information Agent) at
1 (800) 223-2064
VTB Capital, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for EGFL and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than EGFL and Bidco for providing the protections afforded to clients of VTB Capital nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.
This announcement 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 pursuant to the Acquisition or otherwise. The Acquisition is being made solely by the Offer Document, which contains the full terms and conditions of the Shares Offer and the Bonds Offer.
This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The Acquisition is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Acquisition to Essar Energy Shareholders and/or Essar Energy Convertible Bondholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Essar Energy Shareholders or Essar Energy Convertible Bondholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. The receipt of cash pursuant to the Acquisition by a holder of Essar Energy Shares and/or Essar Energy Convertible Bonds may be a taxable transaction for income tax purposes under foreign tax laws. Each holder of Essar Energy Shares and/or Essar Energy Convertible Bonds is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Acquisition.
Unless otherwise determined by Bidco or EGFL or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Bidco or EGFL or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement, the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
Notice to US holders
US holders should note that the Acquisition relates to the shares and bonds of non-US companies, is subject to UK disclosure requirements (which are different from those of the United States). The Acquisition is being made in the United States without being subject to the filing, disclosure and procedural requirements of Section 14(d) and Regulation 14D and other US tender offer rules under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act").
US holders should note that UK disclosure requirements are different from those of the US. The Acquisition is being made in accordance with the requirements of the Takeover Code. Accordingly, the Acquisition is subject to disclosure and other procedural requirements, including with respect to withdrawal rights and offer timetable, that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder of Essar Energy Shares and/or Essar Energy Convertible Bonds may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Essar Energy Shares and/or Essar Energy Convertible Bonds is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Acquisition.
It may be difficult for US holders of Essar Energy Shares and/or Essar Energy Convertible Bonds to enforce their rights and any claim arising out of the US federal securities laws, since EGFL, Bidco and Essar Energy are located in a non-US country, and some or all of their officers and directors may be residents of a non-US country. US holders of Essar Energy Shares and/or Essar Energy Convertible Bonds may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, although US holders are not waiving their rights under US federal laws by accepting the Shares Offer and/or the Bonds Offer, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, EGFL, Bidco or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Essar Energy Shares and/or Essar Energy Convertible Bonds outside the United States, other than pursuant to the Acquisition, before or during the period in which the Acquisition remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase Essar Energy Shares and Essar Energy Convertible Bonds must comply with English law, the Takeover Code and other applicable law. Any information about such purchases will be disclosed as required in the UK and will be available via a Regulatory Information Service and will be available on EGFL's website by no later than 12 noon on the Business Day following it being made available via a Regulatory Information Service.
This announcement may contain "forward looking statements" regarding the financial position, business strategy or plans for future operations of EGFL, Essar Energy and their groups. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. None of EGFL or members of its group assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law or regulation.
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