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Vedanta Resources (VED)

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Friday 08 January, 2010

Vedanta Resources

Convertible bond redemption

RNS Number : 2935F
Vedanta Resources PLC
08 January 2010

Notice dated 8 january 2010

Vedanta Finance (Jersey) Limited 

Redemption Notice of US$725,000,000 4.60 per cent Guaranteed

Convertible Bonds Due 2026 (ISIN: XS0241675932) (the "Bonds") issued by

Vedanta Finance (Jersey) Limited (the "Issuer")

and guaranteed by Vedanta Resources PLC (the "Guarantor")

To:     All holders of the Bonds (the "Bondholders") 

          The Bank of New York (Mellon) in its capacity as trustee (the "Trustee")

Given that the Aggregate Value* per Bond has traded above U.S.$130,000 for 30 dealing days, from 24 November 2009 to 7 January 2010, the Company has decided to exercise its option to redeem the Bonds. Set out below are details of the redemption notice, which is being delivered in full to the Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") in accordance with the provisions of the Offering Circular dated 20 February 2006. 

The Issuer has opted to give an optional redemption notice period to Bondholders of 31 days (being not less than 30 days nor more than 60 days) as required under the terms and conditions of the Bonds. In the event that Bondholders wish to convert their Bonds into preference shares in the Issuer (the "Preference Shares") to be delivered to the Guarantor in exchange for global depositary receipts ("GDRs") representing ordinary shares (the "Ordinary Shares") in the Guarantor, as opposed to having their Bonds redeemed, they have up to and including 2 February 2010 to convert those Bonds.

For further information on the terms and conditions of the GDRS see the section entitled Terms and Conditions contained in the listing particulars dated 11 May 2006.

Optional Redemption Notice:

Capitalised terms used herein shall have the same meanings as those ascribed to them in the terms and conditions of the Bonds.

Notice is hereby given that the Issuer will redeem all outstanding Bonds in full prior to the Final Maturity Date pursuant to Condition 9(b) (Redemption at the Option of the Issuer) at their principal amount together with accrued interest up to but excluding the Optional Redemption Date (as defined below), details of which are set out below:

Optional Redemption Date:

8 February 2010

Exchange Price as at 7 January 2010, being the latest practicable date prior to the publication of this Notice:

£14.52 per Ordinary Share 

(US$25.91 translated into pounds sterling at the fixed exchange rate of US$1.7845 = £1.00)

Aggregate principal amount outstanding of the Bonds as at 7 January 2010, being the latest practicable date prior to the publication of this Notice:


Closing price of the Ordinary Shares as at 7 January 2010, being the latest practicable date prior to the publication of this Notice:


Conversion Period: 

Up to close of business (at the place where the relevant Bond is delivered for conversion) on 2 February 2010

  *Aggregate Value means, in respect of any dealing day, the value expressed in U.S. dollars calculated in accordance with the following formula, as specified in Condition 4 (Definitions) of the Bonds:

AV = OS x MP


AV     =     the Aggregate Value;

OS     =     the number of Ordinary Shares that would fall to be delivered in relation to the exercise of Conversion Rights in respect of a Bond in the principal amount of  U.S.$100,000 assuming for this purpose the Conversion Date to be such dealing day and that Condition 8(a)(ii) shall not be applicable.

MP     =     the closing price for the Ordinary Shares as published by or derived from the Relevant Stock Exchange on such dealing day (provided that if on such dealing day the Ordinary Shares shall be quoted cum-Dividend or cum-any other entitlement the closing price on such dealing day shall be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Ordinary Share as at the date of first public announcement of such Dividend or entitlement per Ordinary Share as at the date of first public announcement of such Dividend or entitlement (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom)), translated into U.S. dollars at the Prevailing Rate on such dealing day. 

Condition 9(b) (Redemption at the Option of the Issuer) provides that the outstanding Bonds may, at the option of the Issuer, be redeemed at their principal amount plus accrued interest up to the Optional Redemption Date, provided that at any time on or after 14 March 2009, on 30 consecutive dealing days ending not earlier than 14 days prior to the giving of the Optional Redemption Notice, the Aggregate Value for each such dealing day exceeds US$130,000. This proviso was satisfied as at the close of business on 7 January 2010.

The Issuer intends to complete any formalities in relating to the delisting of the Bonds from the London Stock Exchange as soon as possible following the redemption of the outstanding Bonds on 8 February 2010.

Enquiries to:

Vedanta Resources PLC

Ashwin Bajaj

Vice President - Investor Relations

+91 22 6646 1531

This information is provided by RNS
The company news service from the London Stock Exchange