TIDMESSR
RNS Number : 9089G
Essar Energy plc
13 May 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 SUCH
JURISDICTION
13 May 2014
Offers for Essar Energy plc: Publication of a further circular
to shareholders and convertible bondholders and change of
recommendations by the Independent Committee of the Board of Essar
Energy plc
On 14 March 2014, Energy Bidco Holdings Limited ("EGFL Bidco"),
a wholly-owned subsidiary of Essar Global Fund Limited ("EGFL"),
announced its firm intention to make offers for Essar Energy plc
("Essar Energy" or the "Company") at 70 pence per Essar Energy
Share and at 80 per cent. of the principal amount of each Essar
Energy Convertible Bond, together with accrued and unpaid interest
(together, the "Offers").
On 11 April 2014, EGFL Bidco announced the publication of an
offer document containing the full terms and conditions of the
Offers.
On 25 April 2014, the Independent Committee announced the
publication of a circular to Essar Energy Shareholders and Essar
Energy Convertible Bondholders, setting out its views on the
Offers.
On 9 May 2014, EGFL Bidco announced that it had waived all
outstanding conditions to the Shares Offer, and that both Offers
had become wholly unconditional. EGFL Bidco also announced that it
had extended the Offers until the next closing date, which will be
1.00 pm (London time) on 23 May 2014.
Publication of Second Independent Committee Circular
The Independent Committee is today announcing that a further
circular (the "Second Independent Committee Circular"), setting out
the views of the Independent Committee on the Offers in light of
these developments, is being sent to Essar Energy Shareholders and,
for information only, to persons with information rights and
participants in the Essar Energy Employee Stock Option Plan and
Essar Savings Related Share Option Scheme.
In addition, Essar Energy Convertible Bondholders will be
notified via Euroclear Bank or Clearstream, Luxembourg with how
they can obtain a copy of the Second Independent Committee
Circular, should they wish to and are so entitled.
Revised Recommendation in Respect of the Shares Offer
Essar Energy Shareholders should note that the Second
Independent Committee Circular contains a revised recommendation
from the Independent Committee in respect of the Shares Offer.
The Independent Committee, which has been so advised by
Greenhill and J.P. Morgan Cazenove, continues to believe that the
Shares Offer materially undervalues Essar Energy and its future
prospects, and is therefore not capable of recommendation by the
Independent Committee based on its value. In providing their advice
to the Independent Committee, J.P. Morgan Cazenove and Greenhill
have taken into account the commercial assessments of the
Independent Committee. Greenhill is providing independent financial
advice to the Independent Committee for the purposes of Rule 3 of
the Code.
However, despite the Independent Committee's view on valuation,
because the Shares Offer is now wholly unconditional, Essar Energy
Shareholders who do not accept the Shares Offer will be faced with
the risks and uncertainties associated with delisting,
re-registration and refinancing outlined more fully in the Second
Independent Committee Circular. Reluctantly, the Independent
Committee therefore believes that Essar Energy Shareholders should
now seriously consider accepting the Shares Offer.
EGFL Bidco's announcement of 9 May 2014 stated that the Shares
Offer will remain open until the next closing date, which will be
1.00 pm (London time) on 23 May 2014. Because the Shares Offer is
now wholly unconditional, EGFL Bidco is under no obligation to
extend the Shares Offer beyond that time. Essar Energy Shareholders
who wish to accept the Shares Offer should therefore ensure that
their completed Form of Acceptance (or, in the case of Essar Energy
Shares held in uncertificated form, their electronic acceptance) is
received by this time in accordance with the procedure set out in
the Offer Document.
Essar Energy Shareholders who anticipate greater value in the
Essar Energy Shares in the future whilst recognising and being
willing to accept the risks associated with remaining as an
investor in an unlisted company controlled by EGFL may wish to
remain as shareholders in Essar Energy.
Revised Recommendation in Respect of the Bonds Offer
Essar Energy Convertible Bondholders should note that the Second
Independent Committee Circular contains a revised recommendation
from the Independent Committee in respect of the Bonds Offer.
In its announcement of 9 May 2014, EGFL Bidco noted that the
redemption right under Condition 7(f) of the Essar Energy
Convertible Bonds will become exercisable. This means that Essar
Energy Convertible Bondholders will, by following the redemption
procedure set out in Condition 7(f), be able to exercise their
right to redeem their Essar Energy Convertible Bonds at their full
principal amount plus accrued interest pursuant to Condition
7(f).
Essar Energy Convertible Bondholders who have not accepted the
Bonds Offer will therefore have the right to redeem their bonds at
a premium to the price offered under the Bonds Offer, whereas Essar
Energy Convertible Bondholders who accept or have accepted the
Bonds Offer will be unable to redeem their bonds pursuant to
Condition 7(f).
The Independent Committee, which has been so advised by J.P.
Morgan Cazenove and Greenhill, therefore recommends that all
remaining Essar Energy Convertible Bondholders reject the Bonds
Offer.
In providing their advice to the Independent Committee, J.P.
Morgan Cazenove and Greenhill have taken into account the
commercial assessments of the Independent Committee. Greenhill is
providing independent financial advice to the Independent Committee
for the purposes of Rule 3 of the Code.
Documents published on website
Copies of the Second Independent Committee Circular will be
available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on the Company's website at
http://www.essarenergy.com/ by no later than 12 noon (London time)
on 14 May 2014.
Essar Energy is also announcing that, in accordance with Rule
26.2 of the Takeover Code, the Company's website has been updated
to include the written consents of J.P. Morgan Cazenove and
Greenhill to the inclusion in the Second Independent Committee
Circular of their respective names in the form and context in which
they appear.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Second Independent Committee Circular.
Ends
For further information on Essar Energy, please visit
www.essarenergy.com.
If any Essar Energy Shareholder requires assistance or has any
questions about the Shares Offer, such Essar Energy Shareholder
should contact the shareholder helpline on 020 3284 1534 (from
overseas +44 20 3284 1534). The shareholder helpline will be
available between 9.00 a.m. and 5.00 p.m. (London times) Monday to
Friday excluding bank holidays. Calls to the shareholder helpline
(a London-based number) will be charged at standard operator rates
or included in any inclusive call time, if applicable. Calls from
outside the UK will be charged at applicable international rates.
Please note that the shareholder helpline cannot provide any
financial, legal or tax advice or advice on the merits of the
Shares Offer, or provide assistance in relation to the Bonds
Offer.
Alternatively, please contact:
Essar Energy
Deepak Maheshwari +91 22 6660 1207 or +91 22 6660 1224
Mark Lidiard +44 20 7408 8714 or +44 7554 440421
Jonathan Miller +44 20 7408 8728 or +44 7810 848087
Brunswick
Andrew Mitchell, Mike Smith or Azhar Khan +44 20 7404 5959
J.P. Morgan Cazenove
Barry Weir or Jamie Riddell +44 20 7742 4000
Greenhill & Co.
Anthony Parsons or Edward Rowe +44 20 7198 7400
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Securities
plc is authorised in the United Kingdom by the PRA and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Limited and J.P. Morgan Securities plc,
conduct their UK investment banking business as J.P. Morgan
Cazenove. J.P. Morgan Limited and J.P. Morgan Securities plc are
acting respectively as financial advisor and corporate broker
exclusively for Essar Energy and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Essar
Energy for providing the protections afforded to clients of J.P.
Morgan Limited or J.P. Morgan Securities plc, nor for providing
advice in relation to any matter referred to herein.
Greenhill & Co. International LLP ("Greenhill") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Greenhill is acting as financial advisor
exclusively for Essar Energy and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Essar
Energy for providing the protections afforded to clients of
Greenhill, nor for providing advice in relation to any matter
referred to herein.
Availability of hard copies
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on the Company's website at
http://www.essarenergy.com/ by no later than 12 noon (London time)
on 14 May 2014.
You may request a hard copy of this announcement by contacting
Deepak Maheshwari (on +91 22 6660 1207 or +91 22 6660 1224) or Mark
Lidiard (on +44 20 7408 8714 or +44 7554 440421). You may also
request that all future documents, announcements and information to
be sent to you in relation to the offer should be in hard copy
form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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