|London, United Kingdom |
“Vedanta Group continues its efforts to simplify the group structure. This proposed transaction is fully aligned to the robust strategy which has been pursued over the years. Due to the impact of Covid 19 pandemic, we have accelerated the strategy in this challenging environment to ensure support for meaningful deleveraging and to enable us to continue to invest in the growth of the business. The proposed transaction will transform the Group’s credit profile while offering a fair exit price to minority shareholders. Provided it can be completed at a price that balances the needs of all stakeholders, this transaction has the potential to fundamentally reposition our business for the future.”
Executive Chairman |
Vedanta Resources Ltd (VRL), announced last Tuesday its intention to voluntary delist the equity
shares of its Indian subsidiary, Vedanta Ltd. (VEDL), in accordance with Securities and
Exchange Board of India Regulations, 2009 from all stock exchanges on which VEDL’s equity shares are listed.
Rationale for the Offer
The Vedanta Group has been pursuing a process of corporate simplification for several years, including the merger of Sterlite with Sesa Goa to form Sesa-Sterlite (subsequently renamed Vedanta Limited) in 2012, the merger of Cairn India with Vedanta Limited in 2016, and the delisting of Vedanta Resources Plc (subsequently renamed Vedanta Resources Ltd) in 2018.
The Group believes that a delisting of Vedanta Ltd is the next logical step in this simplification process and will provide the Group with enhanced operational and financial flexibility in a capital intensive business. Vedanta Group maintains its strategic priority of attaining leadership in diversified natural resources, underpinned by growth, while maintaining a flexible capital structure.
The proposed delisting offer will provide public shareholders of Vedanta Ltd an opportunity
to realize immediate and certain value for their shares at a time of elevated market volatility.
The price will be determined in accordance with the reverse book building mechanism set out
in the Delisting Regulations.
The proposed delisting will align the Group’s capital and operational structures, streamline
the process of servicing the Group’s financing obligations and significantly improve a range of important credit metrics. As a result, the transaction is expected to support an accelerated
debt reduction program in the medium term and, in turn, support the Group’s highly attractive
longer-term growth pipeline. Hindustan Zinc Limited will continue to be listed in India.
Process and conditions
Under applicable Indian laws, VEDL can be delisted by the acquisition of equity shares of VEDL if such acquisition would result in post Offer shareholding of VRL and its affiliates in VEDL being at least equal to or higher than 90% of the total equity shares issued by VEDL and satisfaction of certain other applicable regulatory conditions. Currently, VRL along with its affiliates India holds 1,764,326,080 equity shares of VEDL aggregating to approximately 51.1% of the paid-up equity share capital of VEDL (excluding American Depository Shares (ADS)).
VEDL has issued 65,445,052 ADS that are presently listed on New York Stock Exchange, against 261,780,208 underlying equity shares. One of the affiliates of VRL holds 24,823,177 ADS representing 99,292,708 underlying equity shares. Should all the outstanding ADS be converted into equity shares, the shareholding of VRL and its affiliates will be 1,863,618,788 equity shares aggregating to
50.1% of the paid-up equity share capital of the Company.
If the Offer is successful and VEDL’s equity shares are delisted from the Indian stock exchanges, the Group intends to delist VEDL’s ADSs from the NYSE and deregister from the SEC, subjects to the requirements of the NYSE and the SEC. The proposed delisting is subject to, inter alia, approval by Vedanta Ltd shareholders, satisfaction of the Minimum Tender Condition, obtaining certain necessary waivers from existing creditors, the approval of the stock exchanges where VEDL’s equity shares are listed, regulatory approvals or relief under the U.S. securities laws, and other regulatory
approvals. If consummated, the purchase of the equity shares of VEDL will be carried out in
accordance with the Delisting Regulations at a price to be determined through the book
building process as specified under the Delisting Regulations.
VRL shall have the sole discretion to accept or reject the price discovered pursuant to the
book building process including other rights and obligations in terms of the Delisting
Regulations. Further, after considering the prevailing market conditions and with a view to provide the VEDL public shareholders with a fair exit price, we are willing to accept the equity shares tendered in the Offer at a price of INR 87.5 per equity share, which represents a premium of 9.9% over the closing market price of INR 79.6 as on May 11, 2020 on BSE Limited and National Stock Exchange of India Limited.
However, the Indicative Offer Price should in no way be construed either as an obligation/
restriction on VRL and/ or its subsidiaries to accept the equity shares of VEDL tendered in
the delisting offer at a price lower than, equal to or higher than the Indicative Offer Price or a restriction on the VEDL public shareholders to tender the equity shares at price higher than
the Indicative Price
Commenting on the Offer, Mr. Anil Agarwal, Chairman of the Vedanta Group, said: “Vedanta Group continues it’s efforts to simplify the group structure. This proposed transaction is fully aligned to the robust strategy which has been pursued over the years. Due to the impact of Covid 19 pandemic, we have accelerated the strategy in this challenging environment to ensure support for meaningful deleveraging and to enable us to continue to invest in the growth of the business. The proposed transaction will transform the Group’s credit profile while offering a fair exit price to minority shareholders. Provided it can be completed at a price that balances the needs of all stakeholders, this transaction has the potential to fundamentally reposition our business for the future.”