Vedanta says no pledge on shares; terms bar promoters from share sale

Vedanta Ltd's promoters cannot sell or create any security on shares they hold in the group as part of the terms attached to the recent $1.4 billion fund raising

Vedanta Ltd's promoters cannot sell or create any security on shares they hold in the group as part of the terms attached to the recent USD 1.4 billion fund raising -- conditions which technically fall within the definition of 'encumbrance' but no pledge on shares has been created, the company said on Wednesday.

Vedanta had on Tuesday informed stock exchanges about its promoters raising USD 1 billion debt by issuing equivalent notes to Citicorp International Ltd and another USD 400 million in notes to an entity under Oaktree Capital Group.

The notes in both cases will be partly secured by shares in the Mumbai-listed unit Vedanta Ltd.

"As per the terms of the notes issued, there are certain terms which restrict the promoter companies of Vedanta to create any security, or to sell, lease, transfer or otherwise dispose of any of their shares in Vedanta Limited held by them and / or to be acquired by them," the company said in a statement on Wednesday.

These terms, it said, "technically fall within the definition of the term 'encumbrance' provided under Chapter V of the Takeover Regulations of SEBI" and hence the necessary standard disclosures have been filed.

However, "there is no pledge created on any shares of Vedanta Limited held by the Promoters," it added.

The funds raised from Citicorp "will be used to fund the tender offer for any and all of Vedanta Resources Limited's (VRL) outstanding USD 900 million 8.25 per cent bonds due 2021," the company had said in a stock exchange filing on Tuesday.

The remaining proceeds of the USD 1 billion fundraise shall be used to service the debt of promoter group firms, "VRL, Twinstart or Welter and/or for acquisition of equity shares of Indian subsidiary/(ies) of VRL by Twinstar/Welter if decided and in accordance with applicable law," it said.

London-based VRL last week raised its stake in Vedanta to 55.11 per cent by buying from open market shares worth Rs 2,959 crore.

VRL bought 18.5 crore shares at a price of Rs 159.94 per share.

It made the purchase through block deals. The purchase in the open market helped the firm raise its stake in Vedanta Ltd to 55.11 per cent from 50.13 per cent.

The move came weeks after the firm's failed attempt to delist Vedanta Ltd from Indian stock exchanges. The delisting failed due to insufficient number of shares being offered in the buyback proposal of VRL.