Essar Energy : Documents published on website

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

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Documents published on website pursuant to Rule 26 of the Takeover Code

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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, 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 .