RNS Number : 6002J
Vedanta Resources PLC
01 April 2010
1 April 2010
Share Repurchase Programme
New Repurchase Structure
Ordinary shares may be purchased by Vedanta Resources plc ("Vedanta") or any of its affiliates from time to time in the open market at management's discretion, in compliance with applicable laws and subject to and within the limits of an outstanding authorisation granted to the Board by the authority of shareholders granted at the annual general meeting of Vedanta in July 2009.
Accordingly, purchases may be made under the Buy-back Programme either by Vedanta or by an independent company to be funded by a wholly-owned overseas subsidiary of Vedanta (Vedanta Jersey Investment Limited ("VJIL")). The independent company, Gorey Investments Limited ("Gorey"), is a Jersey-registered entity, the ordinary share capital of which is owned by a charitable trust, and a majority of Gorey's directors are independent of the Vedanta group. VJIL will, under the arrangements entered into with Gorey, make purchases of Vedanta shares on behalf of Gorey within the limits of the Buy-back Programme and at prices per share which will be no more than the higher of: (i) 5 per cent. above the average market value of the Vedanta shares for the 5 business days prior to the day of purchase; and (ii) the higher of the price of the last independent trade in and the highest current independent bid for such shares. The purchase price will be funded by a subscription by VJIL for preference shares in Gorey, with payments made by VJIL sourced from other non-UK subsidiaries of Vedanta. VJIL will have the right to nominate a transferee for the shares held by Gorey (and any such transfer, which may include Vedanta but not any of its subsidiaries, will be subject to any necessary regulatory or shareholder approvals).
Out of the net profits of Gorey, principally from dividends received on the Vedanta shares held by it, the charitable trust shareholder in Gorey will be entitled to receive approximately 10 per cent of the amount remaining after payment of a 5 per cent fixed dividend to VJIL on preference shares subscribed by VJIL and Gorey's general administration expenses, the balance will be distributed to the Vedanta group by way of participating dividend on the preference shares of Gorey held by VJIL. Gorey has agreed that it will not exercise voting rights in respect of Vedanta shares held by it under the arrangement.
Purchases of Vedanta shares by Gorey under these arrangements will be announced in keeping with existing regulations governing UK corporate share repurchases.
The shares purchased by Gorey will be treated in the consolidated accounts of Vedanta as treasury shares, available for purchase by Vedanta itself (subject to shareholder approval and availability of sufficient distributable reserves), as consideration for future acquisitions or sale to third parties to raise additional capital if and when desirable.
Increase in Share Repurchase Programme from $500 million to $825 million
To date Vedanta has bought back 21.1 million ordinary shares for approximately $430 million representing 16.2 million ordinary shares out of the authority of shareholders granted in July 2008 and 4.9 million ordinary shares out of the authority of shareholders granted in July 2009. Today's announcement is in line with the authority of shareholders granted in July 2009.
Vedanta today announces that its Committee authorised by Board has approved to increase the Share Repurchase Programme by a further $325 million to a total of $825 million
Management believes the Buy-back Programme will enhance value for all Vedanta shareholders and be funded from the Group's substantial cash balances of over $7.5 billion. The Group will remain well capitalised to fund its organic growth programme.
For further information, please contact:
Vice President - Investor Relations
Vedanta Resources plc
Tel: +91 22 6646 1531
Tel: +44 20 7251 3801
About Vedanta Resources plc
Vedanta Resources plc ("Vedanta") is a London listed FTSE 100 diversified metals and mining major. The group produces aluminium, copper, zinc, lead, iron ore and commercial energy. Vedanta has operations in India, Zambia and Australia and a strong organic growth pipeline of projects. With an empowered talent pool of 30,000 employees globally, Vedanta places strong emphasis on partnering with all its stakeholders based on the core values of entrepreneurship, excellence, trust, inclusiveness and growth. For more information visit www.vedantaresources.com
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