FOR IMMEDIATE RELEASE 3 August 2018 RECOMMENDED CASH OFFER. for. Vedanta Resources Plc ("Vedanta Resources")

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Augustus Brooks
5 years ago
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1 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 3 August 2018 RECOMMENDED CASH OFFER for Vedanta Resources Plc ("Vedanta Resources") by Volcan Investments Limited ("Volcan Investments") On 31 July 2018, the Independent Committee of the board of Vedanta Resources (the "Independent Committee") and Volcan Investments announced that they had reached agreement on the terms of a recommended cash offer for Vedanta Resources by Volcan Investments pursuant to which Volcan Investments would acquire the remaining issued and to be issued share capital of Vedanta Resources not currently owned or controlled by Volcan Investments (the "Offer"). Further to that announcement, Volcan Investments is pleased to announce that the offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") is being posted today, together with the related Forms of Acceptance (in respect of Vedanta Shares held in certificated form), to Vedanta Shareholders and, for information purposes only, to persons with information rights and participants in the Vedanta Share Plans. The First Closing Date of the Offer is 1.00 p.m. (London Time) on 31 August To accept the Offer in respect of Vedanta Shares held in certificated form (that is, not in CREST), Vedanta Shareholders should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 31 August 2018 in accordance with the procedure set out in the Offer Document. To accept the Offer in respect of the Vedanta Shares held in uncertificated form (that is, held in CREST), an Electronic Acceptance must be made and must settle no later than 1.00 p.m. (London time) on 31 August 2018 in accordance with the procedure set out in the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction to Euroclear. Vedanta GDR Holders who wish to tender into the Offer should follow the relevant procedures and complete the relevant actions set out in the Offer Document. Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document, together with those documents listed in paragraph 13 of Part VI of the Offer Document, will be made available on Vedanta Resources' website at Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC, on (from within the UK) or on if calling from outside the UK. Lines are open 8.30 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. If requested, copies will be provided, free of charge, within two business days of the request. 1

2 Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document. Enquiries: Vedanta Resources Plc Tel: Arun Kumar Viral Gathani Rashmi Mohanty Lazard & Co., Limited (financial adviser and Rule 3 adviser to the Independent Committee) Spiro Youakim William Lawes Laurence Rehfeld Fiona McHardy J.P. Morgan Cazenove (lead financial adviser to Volcan Investments) Charles Harman Barry Weir Jamie Riddell James Robinson Credit Suisse International (financial adviser to Volcan Investments) Mark Echlin Joe Hannon Emil Huseynov Kush Nanjee Finsbury (public relations adviser to the Independent Committee) Daniela Fleischmann Humza Vanderman Tel: Tel: Tel: Tel: Vedanta Resources LEI Number: MYEKPEAZQTW83 Important Notice This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Vedanta Resources in any jurisdiction in contravention of applicable law. The Offer will be made solely by means of the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of Vedanta Shares held in certificated form, the Form of Acceptance. Vedanta Shareholders are strongly advised to read the formal documentation in relation to the Offer. 2

3 J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Volcan Investments for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in connection with the Offer or any matter referred to herein. Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Volcan Investments and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Volcan Investments for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise. Lazard & Co., Limited ( Lazard ), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to the Independent Committee and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise. Overseas Jurisdictions This announcement has been prepared in accordance with English law and the Takeover Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date. The release, publication or distribution of this announcement and the availability of the Offer in or into jurisdictions other than the United Kingdom may be affected by the laws and regulations of those jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim 3

4 any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Offer Document. The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may accept the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and the formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. Important information for US shareholders Vedanta Resources is a public limited company incorporated in England. The Offer will be made to Vedanta Shareholders in the United States in compliance with the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), including Regulation 14E thereunder, and securities laws and otherwise in accordance with the requirements of English law, the Takeover Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. Vedanta Resources' financial information, including any included in the offer documentation, will not have been prepared in accordance with US generally accepted accounting principles, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies. The Offer will be made in the United States by Volcan Investments and no one else. Neither the US Securities Exchange Commission nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement. It may be difficult for US holders of Vedanta Resources securities to enforce their rights under any claim arising out of the US federal securities laws, since Volcan Investments and Vedanta Resources are located outside the United States, and some or all of their officers and directors may be resident outside the United States. US Vedanta Shareholders 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, it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court's judgement and a US court may lack jurisdiction over such persons. The receipt of cash pursuant to the Offer may have tax consequences in the United States and under other applicable tax laws and such consequences, if any, are not described herein. US Vedanta Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding the Offer. Publication on website and hard copies A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Vedanta Resources' website at by no later than 12 noon on 4

5 the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement. 5

Recommended Possible Offer for Vedanta Resources Plc ( Vedanta ) by Volcan Investments Ltd ( Volcan )

Recommended Possible Offer for Vedanta Resources Plc ( Vedanta ) by Volcan Investments Ltd ( Volcan ) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS