TIDMESSR
RNS Number : 3996H
Essar Global Fund Limited
16 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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
16 May 2014
ENERGY BIDCO HOLDINGS LIMITED
an indirect wholly-owned subsidiary of
ESSAR GLOBAL FUND LIMITED
PROPOSED ACQUISITION OF ESSAR ENERGY PLC
----------------------------
Documents published on website pursuant to Rule 26 of the
Takeover Code
----------------------------
Essar Capital Limited, the dedicated investment manager for
Essar Global Fund Limited ("EGFL") is today announcing in
accordance with Rule 26 of the Takeover Code that the website of
EGFL has been updated to include:
-- A security agreement between Energy Bidco Holdings Limited
("Bidco") and VTB Capital dated 16 May 2014 in respect of Essar
Energy Shares and Bidco's receiving agent agreement with Equiniti
Limited;
-- A security agreement between Bidco and VTB Capital dated 16
May 2014 in respect of Bidco's tender agency agreement with the
Tender Agent; and
-- A security agreement between Bidco and VTB Capital dated 16
May 2014 in respect of Essar Energy Convertible Bonds.
The above documents are now available on EGFL's website at
www.essarglobalfundltd.com.
General
Terms defined in the offer document published on 11 April 2014
shall have the same meanings when used in this announcement.
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 noon on 19 May
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 will be made solely by the Offer
Document which contains the full terms and conditions of the Shares
Offer and the Bonds Offer, including details of how such offers may
be accepted.
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 will be 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 and will not be
capable of acceptance by any such use, means, instrumentality or
facility or from within 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 and/or 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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