UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Rule 14d-100)
(Amendment No. 2)
Vedanta Limited
(Name of Subject Company)
Vedanta Resources Limited
Twin Star Holdings Limited
Vedanta Holdings Mauritius Limited
Vedanta Holdings Mauritius II Limited
(Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Equity Shares, par value Re. 1 per equity share
(Title of Class of Securities)
92242Y100
(CUSIP Number of Class of Securities)
Vedanta Resources Limited
Attention: Mr. Deepak Kumar
30 Berkeley Square, 4th Floor,
London, W1J 6EX
United Kingdom
+44 20 7499 5900
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Rajiv Gupta
Paul Dudek
William Hackett
Latham & Watkins LLP
555 Eleventh St. NW
Washington, DC 20004
(202) 637-2200
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $761,395,713.78 | $83,068.27 |
| * | Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by multiplying (x) 234,837,442, the number of Equity Shares, par value Re. 1 per equity share, estimated to be held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended) as of March 8, 2021, by (y) the offer price of a price per share of INR 235 in cash. The exchange rate used to convert the transaction value in Rupees to U.S. dollars for purposes of calculating the filing fee is US$1.00 = INR 72.4811. |
| ** | The amount of the filing fee equals $109.10 per $1 million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing. |
Amount Previously Paid: $83,068.27 | Filing Party: Vedanta Resources Limited | |
Form or Registration No.: Schedule TO | Date Filed: March 17, 2021 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☒ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed by Vedanta Resources Limited, pursuant to Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the voluntary open offer by Vedanta Resources Limited, together with Twin Star Holdings Limited, Vedanta Holdings Mauritius Limited and Vedanta Holdings Mauritius II Limited (collectively, the “Acquirers”) to purchase for cash up to 651,000,000 Equity Shares, par value Re. 1 per share (“Equity Shares”) of Vedanta Limited (the “Target Company”), on the terms and subject to the conditions set forth in this Schedule TO and in the Letter of Offer, dated March 16, 2021 (the “Letter of Offer”) and the related Form of Acceptance-cum-Acknowledgement, copies of which are attached hereto as Exhibits (a)(l)(A) and (a)(1)(B), respectively (which, together with any supplements or amendments thereto, collectively constitute the “Offer”). The Letter of Offer was first mailed to holders of Equity Shares on March 17, 2021. This Amendment No. 2 is being filed by the Vedanta Resources Limited.
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:
“(a)(1)(F) The Notice of Open Offer, issued by Citibank, N.A., the depositary to the Open Offer, dated March 23, 2021 (the “Notice of Open Offer”)”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: March 23, 2021 | VEDANTA RESOURCES LIMITED | |||||
| By: | /s/ Deepak Kumar | |||||
| Name: | Deepak Kumar | |||||
| Title: | Company Secretary | |||||
EXHIBIT INDEX
