Quantcast

Energy Bidco Holdings Limited, Essar Global Fund Limited Proposed Acquisition of Essar Energy plc - KOAM TV 7

Energy Bidco Holdings Limited, Essar Global Fund Limited Proposed Acquisition of Essar Energy plc

Information contained on this page is provided by an independent third-party content provider. WorldNow and this Station make no warranties or representations in connection therewith. If you have any questions or comments about this page please contact pressreleases@worldnow.com.

SOURCE Essar Global Fund Limited

Shares Offer and Bonds Offer declared wholly unconditional, settlement of acceptances received to date and extension of the Offers

NEW YORK, May 9, 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

Introduction

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" or the "Offers").

The full terms and conditions and the procedures for acceptances of the Shares Offer and the Bonds are set out in the offer document published by Bidco on 11 April 2014 (the "Offer Document").

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, a copy of which is available at www.essarglobalfundltd.com.

Shares Offer and Bonds Offer wholly unconditional

Bidco is today waiving all of the conditions to the Offers as set out in the Offer Document, and is treating each such condition as satisfied.  Accordingly, Bidco is pleased to announce that the Shares Offer and the Bonds Offer are both declared wholly unconditional.

Essar Energy Shareholders who have not yet accepted the Shares Offer and Essar Energy Convertible Bondholders who have not yet accepted the Bonds Offer are urged to do so as soon as possible. 

Settlement

Settlement for those Essar Energy Shareholders and Essar Energy Convertible Bondholders who have validly accepted the Shares Offer and the Bonds Offer respectively by 9 May 2014 will be effected promptly in accordance with applicable English and US law and regulation.

Settlement for valid acceptances in respect of the Shares Offer and the Bonds Offer received after 9 May 2014 will be effected promptly after receipt of that acceptance in accordance with applicable English and US law and regulation.

Extension of Offers

Bidco further announces that the Shares Offer and the Bonds Offer are both being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 23 May 2014.

Further acceptances

The procedure for acceptance of the Shares Offer is set out on page 5 and in paragraph 15 of Part 1 of the Offer Document and, in the case of Essar Energy Shares in certificated form (that is, not in CREST), in the Form of Acceptance.  To accept the Shares Offer in respect of Essar Energy Shares in certificated form, the completed and signed Forms of Acceptance should be returned to Equiniti, the Receiving Agent.  Acceptances in respect of Essar Energy Shares in uncertificated form should be made electronically through CREST.  CREST sponsored members should note that only CREST sponsors will be able to send the necessary TTE instruction to Euroclear.

The procedure for acceptance of the Bonds Offer is set out on page 6 and in paragraph 16 of Part 1 of the Offer Document and in the Electronic Instruction Notice.  To accept the Bonds Offer, Essar Energy Convertible Bondholders must submit, or arrange to have submitted on their behalf a duly completed Electronic Instruction Notice to the relevant Clearing System in accordance with the requirements of the relevant Clearing System and in the manner specified in the Offer Document and in the Electronic Instruction Notice.

Level of acceptances

As at 3.00 p.m. (London time) on 9 May 2014, Bidco had received valid acceptances of the Shares Offer in respect of 108,048,246 Essar Energy Shares (representing approximately 8.29 per cent. of the total issued share capital of Essar Energy and approximately 37.66 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 3.00 p.m. (London time) on 9 May 2014, Bidco/EGFL either owned or had received valid acceptances of the Shares Offer in respect of, in aggregate, 1,124,582,467 Essar Energy Shares (representing approximately 86.28 per cent. of the total issued share capital of Essar Energy). 

As at 3.00 p.m. (London time) on 9 May 2014, Bidco 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).  Neither EGFL nor Bidco owns any Essar Energy Convertible Bonds.

Accordingly, as at 3.00 p.m. (London time) on 9 May 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). 

So far as Bidco is aware, none of these acceptances in respect of the Shares Offer or the Bonds Offer have been received from persons acting in concert with Bidco.

Delisting

As set out in the Offer Document, now that the Shares Offer has been declared wholly unconditional and Bidco has acquired more than 75 per cent. of the voting rights of Essar Energy, Bidco intends, as agreed in the Relationship Agreement, to procure that Essar Energy applies to the UK Listing Authority and the London Stock Exchange, respectively, for the cancellation of the listing of Essar Energy on the Official List and for the cancellation of admission to trading in Essar Energy Shares on the London Stock Exchange, in each case in accordance with the Listing Rules.

Bidco notes the changes to the Listing Rules announced by the FCA which will come into effect on 16 May 2014. Bidco notes that it has acquired or agreed to acquire more than 80 per cent. of the voting rights of Essar Energy and accordingly satisfies the requirements set out in such changes.

In accordance with the Listing Rules, the requisite notice period of not less than 20 business days for cancellation of listing of Essar Energy and admission to trading in Essar Energy Shares will commence on 12 May 2014. Bidco anticipates that cancellation of listing and admission to trading will take effect on 10 June 2014. 

General

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 noon (London time) on 12 May 2014.

Enquiries Outside the United States


VTB Capital (Financial Adviser to EGFL and Bidco)

+44 203 334 8726



RLM Finsbury


Ed Simpkins

+44 7947 740 551

Dorothy Burwell

+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 will be made solely by the Offer Document, which contains the full terms and conditions of the Shares Offer and the Bonds Offer, including details of how such offers may be accepted.

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 will be 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 and will not be capable of acceptance by any such use, means, instrumentality or facility or from within  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.

©2012 PR Newswire. All Rights Reserved.

Powered by WorldNow

KOAM - Licensed to Pittsburg, Kansas
Send tips, ideas and press releases to: tips@koamtv.com
Send newsroom questions or comments to: comments@koamtv.com
Phone: (417) 624-0233 or (620) 231-0400
Web comments or questions: webmaster@koamtv.com
Newsroom Fax: (417) 624-3158

Powered by WorldNow All content © Copyright 2000 - 2014 WorldNow and KOAM. All Rights Reserved. For more information on this site, please read our Privacy Policy and Terms of Service.