TIDMESSR
RNS Number : 0926J
Essar Global Fund Limited
06 June 2014
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
FOR IMMEDIATE RELEASE
6 June 2014
ENERGY BIDCO HOLDINGS LIMITED
an indirect wholly-owned subsidiary of
ESSAR GLOBAL FUND LIMITED
ACQUISITION OF ESSAR ENERGY PLC
----------------------------
Shares Offer now closed and squeeze-out of outstanding Essar
Energy Shares
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").
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).
As the Bonds Offer closed on 23 May 2014, Bidco has not received
any further acceptances of the Bonds Offer or acquired any Essar
Energy Convertible Bonds 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).
The acceptances received under the Shares Offer include
acceptances received in respect of:
-- 2,500 Essar Energy Shares (representing approximately 0.00019
per cent. of the total issued share capital of Essar Energy and
approximately 0.00087 per cent. of the Essar Energy Shares to which
the Shares Offer relates) which were held by Nigel Bell, a director
of EGFL; and
-- 6,400 Essar Energy Shares (representing approximately 0.00049
per cent. of the total issued share capital of Essar Energy and
approximately 0.00223 per cent. of the Essar Energy Shares to which
the Shares Offer relates) which were held by Bell Shipping Limited,
a company owned by Nigel Bell and his close relatives.
Save as disclosed above, so far as Bidco is aware, none of the
acceptances received have been from persons acting in concert with
Bidco.
Interests in Essar Energy Shares
As at 1.00 p.m. (London time) on 6 June 2014, Bidco and persons
acting in concert with it had the following interests in or rights
to subscribe for Essar Energy Shares:
Name Nature of interest No. of Essar % of Essar Energy
Energy Shares total issued share
capital
------- ---------------------------- --------------- --------------------
Ownership of 5 pence
EGFL ordinary shares 1,016,534,221 77.99
------- ---------------------------- --------------- --------------------
Ownership of 5 pence
ordinary shares (acquired
pursuant to settlement
of valid acceptances
in respect of the
Bidco Shares Offer to date) 269,279,192 20.66
------- ---------------------------- --------------- --------------------
Save as disclosed above, as at 1.00 p.m. (London time) on 6 June
2014, neither Bidco, nor any person acting in concert with it, is
interested in, or has any rights to subscribe for any relevant
securities of Essar Energy, or has any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Essar Energy. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Essar Energy and any
borrowing or lending of any relevant securities of Essar Energy
which have not been on-lent or sold and any outstanding irrevocable
commitment or letter of intent with respect to any relevant
securities of Essar Energy.
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.
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 12.00 noon (London
time) on 9 June 2014.
Enquiries
VTB Capital (Financial Adviser to EGFL and Bidco) +44 203 334 8726
+44 7947 740
RLM Finsbury 551
Ed Simpkins +44 7917 883
Dorothy Burwell 360
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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