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Vedanta Resources (VED)

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Wednesday 22 February, 2006

Vedanta Resources

Convertible Bonds Closing

Vedanta Resources PLC
22 February 2006




Vedanta Resources PLC
22 February 2006

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS
          OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN

22 February 2006

Vedanta Resources Plc ('Vedanta') announces the closing of the issue of its US$
725 million 4.60% Convertible Bonds due 2026 (the 'Bonds')

Vedanta announces the closing of the issue of its U.S.$725,000,000 4.60 per
cent. Guaranteed Convertible Bonds due 2026. The Bonds, following the Election
Date (referred to below), on conversion will convert into Global Depositary
Receipts ('GDRs'), with each GDR, at Closing, representing one fully-paid
ordinary share of Vedanta, with a nominal value of U.S.$0.10 (an 'Ordinary
Share'). The Bonds will be issued by Vedanta's wholly owned subsidiary, Vedanta
Finance (Jersey) Limited ('Vedanta Finance') and will be guaranteed by Vedanta.
Ordinary Shares are to be issued pursuant to an exchange of preference shares
(the 'Preference Shares') of Vedanta Finance for Ordinary Shares. The number of
Ordinary Shares (represented by GDRs) to be issued will be determined by
dividing the aggregate paid up value of each Preference Share, being U.S.$1,000
(translated into pounds sterling at a fixed exchange rate of U.S.$1.7845/£),
issued on conversion of the Bonds by the exchange price (being £14.54 per
Ordinary Share, subject to adjustment in accordance with the articles of
association of Vedanta Finance then in effect).

Holders of GDRs will not be entitled to exercise voting rights in respect of the
Ordinary Shares represented by such GDRs, nor will holders of GDRs be entitled
to withdraw Ordinary Shares from the GDR facility, unless Vedanta shall notify
holders otherwise.

The conversion rights will be exercisable from and after 3 May 2006. Prior to
the date that Vedanta gives notice to holders (the 'Election Date'), holders of
the Bonds ('Bondholders') will not receive GDRs or Ordinary Shares upon
conversion, but will receive a cash payment in sterling determined by reference
to the volume weighted average price of the Ordinary Shares in accordance with
the terms and conditions of the Bonds. Following the Election Date, the Bonds
will be convertible into GDRs in the manner referred to above but Vedanta
Finance may elect to satisfy such conversion rights attaching to any Bonds by
delivering or procuring that there are delivered on such exercise of such
rights, Ordinary Shares, in lieu of GDRs.

The maximum number of Ordinary Shares into which the Bonds would convert,
assuming no adjustment as aforesaid, would be 27.94 million.

Barclays Bank PLC will have the right, at any time, to deposit up to six million
Ordinary Shares into the GDR facility. Current and/or future holders of Ordinary
Shares may, with the consent of Vedanta, deposit Ordinary Shares into the GDR
facility.

The Bonds are subject to redemption in whole (but not in part only) at their
principal amount, together with accrued interest, at the option of Vedanta
Finance (i) at any time on or after 14 March 2009 if on each dealing day in any
period of not less than 30 consecutive dealing days ending not earlier than 14
days prior to the date on which the relevant notice of redemption is given to
the Bondholders, the value of the Ordinary Shares that would fall to be issued
in relation to the conversion of a Bond in the principal amount of U.S.$100,000
would exceed U.S.$130,000 or (ii) at any time if, prior to the giving of notice
of such redemption, conversion rights shall have been exercised and/or purchases
and cancellations and/or redemptions effected in respect of 85 per cent. or more
in principal amount of the Bonds originally issued.

The Bonds may also be redeemed at the option of Bondholders at their principal
amount on 21 February 2013, 21 February 2018 and 21 February 2022. Unless
previously redeemed, converted or purchased and cancelled, the Bonds will be
redeemed at their principal amount together with unpaid accrued interest on 21
February 2026.

Applications have been made for the Bonds to be admitted to the Official List of
the UK Listing Authority (the 'Official List') and to be admitted to trading on
the Professional Securities Market of the London Stock Exchange plc (the 'London
Stock Exchange'). Application has been made for the GDRs to be listed on the
Luxembourg Stock Exchange's alternative market for the listing and trading of
securities. The Company has undertaken to apply to have the Ordinary Shares
(including those that may be represented by GDRs) issued upon conversion of the
Bonds admitted to the Official List and admitted to trading on the EEA Regulated
Market of the London Stock Exchange.

For further information, please contact:

Sumanth Cidambi                            sumanth.cidambi@vedanta.co.in
Associate Director - Investor Relations    Tel: +91 22 5646 1531
Vedanta Resources plc

Douglas Decker                             douglas.decker@barcap.com
Barclays Capital                           Tel: +44 20 7773 8302

Robin Walker                               robin.walker@finsbury.com
Finsbury                                   Tel:  +44 20 7251 3801



About Vedanta Resources plc

Vedanta Resources plc is a London listed diversified metals and mining group.
Its principal operations are located throughout India, with further operations
in Zambia and Australia. The major metals produced are aluminium, copper, zinc
and lead. For further information, please visit www.vedantaresources.com.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE 'SECURITIES ACT'). THE SECURITIES MENTIONED IN THIS
ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER
THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE
UNITED STATES.



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