Jan ’24, Aug ’24, Mar ‘25 Bonds Apr ‘26 Bonds
DISCLAIMER
NOT TO BE ACCESSED (A) IN OR BY ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES" OR THE "U.S.") OR ANY "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OTHER THAN A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITES ACT ("RULE 144A") OR (B) IN ANY OTHER JURISDICTION WHERE SUCH ACCESS IS UNLAWFUL.
IMPORTANT: You must read the following disclaimer before continuing. You are required to read this disclaimer carefully before accessing, reading or making any other use of any documentation contained on the following pages of this website. By accessing the documentation, including the consent solicitation memorandum in relation to the 2024 Bonds I, the 2024 Bonds II and the 2025 Bonds (each as defined below) dated [.] 2023 (together with the documentation, the "Consent Solicitation Information"), you shall be deemed to give the representations below and to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from J.P. Morgan Securities plc and Standard Chartered Bank (together, the "Solicitation Agents") and/or Morrow Sodali Ltd (the "Information and Tabulation Agent"), Vedanta Resources Limited (the "Company"), Vedanta Resources Finance II Plc ("VRF II"), Twin Star Holdings Ltd. ("Twin Star") and/or Welter Trading Limited ("Welter", and together with Twin Star, the "Subsidiary Guarantors") as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the Consent Solicitation Information.
THE CONSENT SOLICITATION INFORMATION (WHICH EXPRESSION WHEN USED ON THESE PAGES INCLUDES THE CONSENT SOLICITATIONS) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED ALL OR PART OF YOUR HOLDING OF THE SECURITIES TO WHICH IT RELATES, YOU SHOULD CONTACT THE INFORMATION AND TABULATION AGENT.
The Consent Solicitation Information has been prepared by the Company, VRF II and the Subsidiary Guarantors, and is being provided to you, in addition to any other materials or information provided in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution in respect of each Series of Bonds, by the Information and Tabulation Agent on behalf of the Company, VRF II and the Subsidiary Guarantors. Each of the Solicitation Agents and the Information and Tabulation Agent are acting exclusively for the Company, VRF II and the Subsidiary Guarantors and no one else in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution in respect of each Series of Bonds and will not regard any other person (whether or not a recipient of the Consent Solicitation Information) as a client. None of the Solicitation Agents or the Information and Tabulation Agent is responsible for providing advice in relation to any matters referred to in the Consent Solicitation Information. None of the Solicitation Agents or the Information and Tabulation Agent or their affiliates (or their respective directors, employees, officers, consultants or agents) shall be responsible, liable or owe a duty of care to any recipient of the Consent Solicitation Information or any other materials or information provided to such recipient in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution in respect of each Series of Bonds. In addition, each of the Solicitation Agents and the Information and Tabulation Agent are appointed by the Company, VRF II and the Subsidiary Guarantors and owe no duty to Cede & Co. as the Registered Holder of, and nominee of DTC for each of the 2024 Bonds I, the 2024 Bonds II and the 2025 Bonds or any Beneficial Owner of the Bonds.
None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent (or their respective directors, officers, employees, representatives, affiliates or advisers) makes any representation or recommendation whatsoever regarding the Consent Solicitation Information, or any document prepared in connection with it, the Proposal, the Extraordinary Resolution or the Consent Solicitation in respect of each Series of Bonds. None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent (or their respective directors, officers, employees, representatives, affiliates or advisers) has independently verified, or assumes any responsibility for the accuracy or completeness of the information concerning the Proposal, the Extraordinary Resolution or the Consent Solicitation in respect of each Series of Bonds or of any other statements contained in the Consent Solicitation Information or for any failure by the Company, VRF II and/or the Subsidiary Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information. None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent expresses any views on the merits of the Consent Solicitations or makes any representation that all relevant information has been disclosed or that any disclosed information is accurate and not misleading.
Each Beneficial Owner of the Bonds should seek its own financial, legal, tax or other independent advice and is solely responsible for making its own independent appraisal of all matters as such Beneficial Owner of the Bonds deems appropriate (including those relating to the Consent Solicitations, the relevant Extraordinary Resolution and the applicable Proposal in respect of its Bonds), and each Beneficial Owner of the Bonds must make its own decision in respect of the Extraordinary Resolution in respect of its Bonds.
The provision of the Consent Solicitation Information shall not, under any circumstances, create any implication that the information contained therein is correct and/or current as of any time subsequent to the date of the Consent Solicitation Information. The Consent Solicitation Information is solely directed at the Beneficial Owners of the Bonds in those jurisdictions where the Consent Solicitation Information may be lawfully directed to them.
Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such person if it wishes to participate in the Consent Solicitation in respect of such Bonds. In relation to the delivery or revocation of Consent Instructions or Ineligible Bondholder Instructions through the Clearing System, Beneficial Owners of the Bonds should note the particular practice of the Clearing System, including any earlier deadlines by the Clearing System.
NOTHING IN THE CONSENT SOLICITATION INFORMATION OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF "U.S. PERSONS" AS DEFINED IN REGULATION S OTHER THAN TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A, EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
THE CONSENT SOLICITATION INFORMATION MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION INFORMATION, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE COMPANY, VRF II AND THE SUBSIDIARY GUARANTORS WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION INFORMATION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATIONS DESCRIBED IN THE CONSENT SOLICITATION INFORMATION.
THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE CIRCULATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR TO THE PUBLIC IN INDIA WHICH WOULD CONSTITUTE AN ADVERTISEMENT, INVITATION, OFFER, OR SOLICITATION OF AN OFFER OF NOTES, RESULTING IN VIOLATION OF INDIAN LAWS. THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE REGISTERED, PRODUCED, PUBLISHED OR MADE AVAILABLE AS AN OFFER DOCUMENT (WHETHER AS A PROSPECTUS IN RESPECT OF A PUBLIC OFFER OR A GENERAL INFORMATION DOCUMENT OR A KEY INFORMATION DOCUMENT OR PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER OR OTHER OFFERING MATERIAL IN RESPECT OF ANY PRIVATE PLACEMENT, UNDER THE COMPANIES ACT, 2013 OR RULES FRAMED THEREUNDER, EACH AS AMENDED, OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED, OR ANY OTHER APPLICABLE INDIAN LAWS) WITH THE REGISTRAR OF COMPANIES IN INDIA, THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA OR ANY OTHER STATUTORY OR REGULATORY BODY OF LIKE NATURE IN INDIA, SAVE AND EXCEPT FOR ANY INFORMATION FROM ANY PART OF THE CONSENT SOLICITATION INFORMATION WHICH IS (I) MANDATORILY REQUIRED TO BE DISCLOSED OR FILED IN INDIA UNDER APPLICABLE INDIAN LAWS, INCLUDING BUT NOT LIMITED TO PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015 AND UNDER THE LISTING AGREEMENT WITH ANY INDIAN STOCK EXCHANGE PURSUANT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015, EACH AS AMENDED, AND THE RULES FRAMED THEREUNDER, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED; OR (II) PURSUANT TO THE SANCTION OF ANY REGULATORY AND ADJUDICATORY BODY IN INDIA. THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ANY INDIAN STOCK EXCHANGE. THE BONDS WILL NOT BE AND HAVE NOT BEEN OFFERED IN INDIA BY MEANS OF ANY DOCUMENT AND DOES NOT CONSTITUTE AN ADVERTISEMENT, INVITATION, OFFER OR SOLICITATION OF AN OFFER TO BUY BACK ANY BONDS IN VIOLATION OF APPLICABLE INDIAN LAWS.
Confirmation of your representation: The Consent Solicitation Information was made available to you at your request and, by accessing the Consent Solicitation Information, you shall be deemed (in addition to the above) to have represented to the Company, VRF II and the Subsidiary Guarantors, each of the Solicitation Agents and the Information and Tabulation Agent that:
(i) you are, or are acting on behalf of, a holder or a Beneficial Owner of:
(a) the U.S.$1,000,000,000 6.125% Bonds due 2024 (Regulation S Bonds - CUSIP: G9328DAP5, ISIN: USG9328DAP53, Common Code: 163545764) (Rule 144A Bonds - CUSIP: 92241TAM4, ISIN: US92241TAM45, Common Code: 163545721) issued by the Company (the "2024 Bonds I" );
(b) the U.S.$1,000,000,000 13.875% Bonds due 2024 (Regulation S Bonds - CUSIP: V9667MAA0, ISIN: USV9667MAA00, Common Code: 227224584) (Rule 144A Bonds - CUSIP: 92243XAD3, ISIN: US92243XAD30, Common Code: 227224495) issued by VRF II and guaranteed by the Company and the Subsidiary Guarantors (the "2024 Bonds II" ); and/or;
(c) the U.S.$1,200,000,000 8.95% Bonds due 2025 (Regulation S Bonds - CUSIP: G9T27HAD6, ISIN: USG9T27HAD62, Common Code: 230809038) (Rule 144A Bonds - CUSIP: 92243XAE1, ISIN: US92243XAE13, Common Code: 230809046) issued by VRF II and guaranteed by the Company and the Subsidiary Guarantors (the "2025 Bonds", and together with the 2024 Bonds I and 2024 Bonds II, the "Bonds");
(ii) you shall not pass on the Consent Solicitation Information to third parties or otherwise make the Consent Solicitation Information publicly available;
(iii) you are not a person to or from whom it is unlawful to provide the Consent Solicitation Information or to solicit consents under the Consent Solicitations described in the Consent Solicitation Information under applicable laws;
(iv) either: (a) you are a "Qualified Institutional Buyer" as defined in Rule 144A and are acting for your own account or for the account of another "Qualified Institutional Buyer", or (b) you are not located or resident in the United States and you are not acting for the account or benefit of, a "U.S. Person" as defined in Regulation S;
(v) you are not a Sanctions Restricted Person;
(vi) you consent to provision of the Consent Solicitation Information by electronic transmission; and
(vii) you have understood and agreed to the terms set forth in this disclaimer.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitations be made by a licensed broker or dealer and any of the Solicitation Agents, or their respective affiliates, is such a licensed broker or dealer in that jurisdiction, the Consent Solicitations shall be deemed to be made by such Solicitation Agent or affiliate, as the case may be, on behalf of the Company, VRF II and/or the Subsidiary Guarantors in such jurisdiction where it is so licensed and the Consent Solicitations are not being made in any such jurisdiction where the Solicitation Agents or any of their respective affiliates is not so licensed.
The distribution of the Consent Solicitation Information in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Information comes are required by the Company, VRF II and the Subsidiary Guarantors, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
The Consent Solicitation Information has been provided to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, VRF II and the Subsidiary Guarantors, the Solicitation Agents, the Trustee and/or the Information and Tabulation Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Information provided to you or accessed in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.
You are also reminded that the Consent Solicitation Information has been provided to you on the basis that you are a person to whom the Consent Solicitation Information may be lawfully provided in accordance with the laws of the jurisdiction in which you are located or a resident and you may not, nor are you authorised to, provide or deliver the Consent Solicitation Information to any other person.
Accept
DISCLAIMER
NOT TO BE ACCESSED IN ANY JURISDICTION WHERE SUCH ACCESS IS UNLAWFUL.
IMPORTANT: You must read the following disclaimer before continuing. You are required to read this disclaimer carefully before accessing, reading or making any other use of any documentation contained on the following pages of this website. By accessing the documentation, including the consent solicitation memorandum in relation to the Bonds (as defined below) dated [.] 2023 (together with the documentation, the "Consent Solicitation Information"), you shall be deemed to give the representations below and to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from J.P. Morgan Securities plc and Standard Chartered Bank (together, the "Solicitation Agents") and/or Morrow Sodali Ltd (the "Information and Tabulation Agent"), Vedanta Resources Limited (the "Company") and/or Vedanta Resources Finance II Plc ("VRF II") as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the Consent Solicitation Information.
THE CONSENT SOLICITATION INFORMATION (WHICH EXPRESSION WHEN USED ON THESE PAGES INCLUDES THE CONSENT SOLICITATIONS) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED ALL OR PART OF YOUR HOLDING OF THE SECURITIES TO WHICH IT RELATES, YOU SHOULD CONTACT THE INFORMATION AND TABULATION AGENT.
The Consent Solicitation Information has been prepared by the Company and VRF II, and is being provided to you, in addition to any other materials or information provided in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution, by the Information and Tabulation Agent on behalf of the Company and VRF II. Each of the Solicitation Agents and the Information and Tabulation Agent are acting exclusively for the Company and VRF II and no one else in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution and will not regard any other person (whether or not a recipient of the Consent Solicitation Information) as a client. None of the Solicitation Agents or the Information and Tabulation Agent is responsible for providing advice in relation to any matters referred to in the Consent Solicitation Information. None of the Solicitation Agents or the Information and Tabulation Agent or their affiliates (or their respective directors, employees, officers, consultants or agents) shall be responsible, liable or owe a duty of care to any recipient of the Consent Solicitation Information or any other materials or information provided to such recipient in connection with the Consent Solicitations, the Proposal or the Extraordinary Resolution. In addition, each of the Solicitation Agents and the Information and Tabulation Agent are appointed by the Company and VRF II and owe no duty to Cede & Co. as the Registered Holder of, and nominee of DTC for the Bonds or any Beneficial Owner of the Bonds.
None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent (or their respective directors, officers, employees, representatives, affiliates or advisers) makes any representation or recommendation whatsoever regarding the Consent Solicitation Information, or any document prepared in connection with it, the Proposal, the Extraordinary Resolution or the Consent Solicitation. None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent (or their respective directors, officers, employees, representatives, affiliates or advisers) has independently verified, or assumes any responsibility for the accuracy or completeness of the information concerning the Proposal, the Extraordinary Resolution or the Consent Solicitation or of any other statements contained in the Consent Solicitation Information or for any failure by the Company and/or VRF II to disclose events that may have occurred and may affect the significance or accuracy of such information. None of the Solicitation Agents, the Trustee or the Information and Tabulation Agent expresses any views on the merits of the Consent Solicitation or makes any representation that all relevant information has been disclosed or that any disclosed information is accurate and not misleading.
Each Beneficial Owner of the Bonds should seek its own financial, legal, tax or other independent advice and is solely responsible for making its own independent appraisal of all matters as such Beneficial Owner of the Bonds deems appropriate (including those relating to the Consent Solicitations, the Extraordinary Resolution and the Proposal), and each Beneficial Owner of the Bonds must make its own decision in respect of the Extraordinary Resolution.
The provision of the Consent Solicitation Information shall not, under any circumstances, create any implication that the information contained therein is correct and/or current as of any time subsequent to the date of the Consent Solicitation Information. The Consent Solicitation Information is solely directed at the Beneficial Owners of the Bonds in those jurisdictions where the Consent Solicitation Information may be lawfully directed to them.
Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such person if it wishes to participate in the Consent Solicitation. In relation to the delivery or revocation of Consent Instructions through the Clearing System, Beneficial Owners of the Bonds should note the particular practice of the Clearing System, including any earlier deadlines by the Clearing System.
NOTHING IN THE CONSENT SOLICITATION INFORMATION OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF "U.S. PERSONS" AS DEFINED IN REGULATION S, EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
THE CONSENT SOLICITATION INFORMATION MAY NOT BE FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION INFORMATION, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE NOT PROVIDED THE COMPANY AND VRF II WITH THE CONFIRMATION DESCRIBED BELOW OR HAVE GAINED ACCESS TO THE CONSENT SOLICITATION INFORMATION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED TO PARTICIPATE IN THE CONSENT SOLICITATION DESCRIBED IN THE CONSENT SOLICITATION INFORMATION.
THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE CIRCULATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR TO THE PUBLIC IN INDIA WHICH WOULD CONSTITUTE AN ADVERTISEMENT, INVITATION, OFFER, OR SOLICITATION OF AN OFFER OF NOTES, RESULTING IN VIOLATION OF INDIAN LAWS. THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE REGISTERED, PRODUCED, PUBLISHED OR MADE AVAILABLE AS AN OFFER DOCUMENT (WHETHER AS A PROSPECTUS IN RESPECT OF A PUBLIC OFFER OR A GENERAL INFORMATION DOCUMENT OR A KEY INFORMATION DOCUMENT OR PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER OR OTHER OFFERING MATERIAL IN RESPECT OF ANY PRIVATE PLACEMENT, UNDER THE COMPANIES ACT, 2013 OR RULES FRAMED THEREUNDER, EACH AS AMENDED, OR THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED, OR ANY OTHER APPLICABLE INDIAN LAWS) WITH THE REGISTRAR OF COMPANIES IN INDIA, THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA OR ANY OTHER STATUTORY OR REGULATORY BODY OF LIKE NATURE IN INDIA, SAVE AND EXCEPT FOR ANY INFORMATION FROM ANY PART OF THE CONSENT SOLICITATION INFORMATION WHICH IS (I) MANDATORILY REQUIRED TO BE DISCLOSED OR FILED IN INDIA UNDER APPLICABLE INDIAN LAWS, INCLUDING BUT NOT LIMITED TO PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015 AND UNDER THE LISTING AGREEMENT WITH ANY INDIAN STOCK EXCHANGE PURSUANT TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015, EACH AS AMENDED, AND THE RULES FRAMED THEREUNDER, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED; OR (II) PURSUANT TO THE SANCTION OF ANY REGULATORY AND ADJUDICATORY BODY IN INDIA. THE CONSENT SOLICITATION INFORMATION HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ANY INDIAN STOCK EXCHANGE. THE BONDS WILL NOT BE AND HAVE NOT BEEN OFFERED IN INDIA BY MEANS OF ANY DOCUMENT AND DOES NOT CONSTITUTE AN ADVERTISEMENT, INVITATION, OFFER OR SOLICITATION OF AN OFFER TO BUY BACK ANY BONDS IN VIOLATION OF APPLICABLE INDIAN LAWS.
Confirmation of your representation:The Consent Solicitation Information was made available to you at your request and, by accessing the Consent Solicitation Information, you shall be deemed (in addition to the above) to have represented to the Company, VRF II and the Subsidiary Guarantors, each of the Solicitation Agents and the Information and Tabulation Agent that:
(i) you are, or are acting on behalf of, a holder or a Beneficial Owner of the U.S.$600,000,000 9.25% Guaranteed Bonds due 2026 (Regulation S Bonds - CUSIP: G9T27HAA2, ISIN: USG9T27HAA24, Common Code: 198421677) (Rule 144A Bonds - CUSIP: 92243XAA9, ISIN: US92243XAA90, Common Code: 198421413) issued by VRF II and guaranteed by the Company (the "Bonds")
(ii) you shall not pass on the Consent Solicitation Information to third parties or otherwise make the Consent Solicitation Information publicly available;
(iii) you are not a person to or from whom it is unlawful to provide the Consent Solicitation Information or to solicit consents under the Consent Solicitations described in the Consent Solicitation Information under applicable laws;
(iv) you are not a Sanctions Restricted Person;
(v) you consent to provision of the Consent Solicitation Information by electronic transmission; and
(vi) you have understood and agreed to the terms set forth in this disclaimer.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitations be made by a licensed broker or dealer and any of the Solicitation Agents, or their respective affiliates, is such a licensed broker or dealer in that jurisdiction, the Consent Solicitations shall be deemed to be made by such Solicitation Agent or affiliate, as the case may be, on behalf of the Company, VRF II and/or the Subsidiary Guarantors in such jurisdiction where it is so licensed and the Consent Solicitations are not being made in any such jurisdiction where the Solicitation Agents or any of their respective affiliates is not so licensed.
The distribution of the Consent Solicitation Information in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Information comes are required by the Company, VRF II and the Subsidiary Guarantors, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
The Consent Solicitation Information has been provided to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, VRF II and the Subsidiary Guarantors, the Solicitation Agents, the Trustee and/or the Information and Tabulation Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Information provided to you or accessed in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.
You are also reminded that the Consent Solicitation Information has been provided to you on the basis that you are a person to whom the Consent Solicitation Information may be lawfully provided in accordance with the laws of the jurisdiction in which you are located or a resident and you may not, nor are you authorised to, provide or deliver the Consent Solicitation Information to any other person.
Accept