Vedanta Cairn

8/8/2019 Vedanta Cairn

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VEDANTAVEDANTA--CAIRNCAIRNVedanta Group Acquisition of ControllingVedanta Group Acquisition of ControllingStake in Cairn IndiaStake in Cairn India


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Vedanta Resources plc is a diversified metals and miningcompany with revenues in excess of US$6 billion. basedin London.

They are the first Indian manufacturing company to be listedon the London Stock Exchange.

They have operating locations in India, Zambia and Australia.

They are headquartered in London and have over 30,000employees including over 8,000 professionals worldwide.

VEDANTA


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Vedanta Group to acquire 51% to 60% of Cairn India Limited(Cairn India) for an aggregate consideration of approximately US$8.5-9.6 billion in cash.Post completion it is expected that Vedanta Resources PLC

(Vedanta) will hold 31-40% of Cairn India directly and SesaGoa Ltd (Sesa Goa) will hold 20%Shares acquired from Cairn Energy PLC (Cairn Energy) to

be acquired at a price of INR355 per share; Vedanta will also

pay a non-compete fee of INR50 per share.Transaction to be funded through debt and cash resourcesEnhances and diversifies Vedantas strong growth pipelineLeverages Vedantas core skills and track record of valuecreation

TRANSACTION HIGHLIGHTSTRANSACTION HIGHLIGHTS


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Cairn India is now one of the biggest private explorationand production companies currently operating in India.

The company was acquired by Caledonian OffshoreLimited in 1988 and was renamed Cairn Energy PLC.

Cairn India was listed on 9 January 2007 on the Bombay

and National Stock Exchanges.

Cairn India currently has a market capitalisation inexcess of USD 13 billion, ranking as the third largest oil

and gas company in India.

CAIRN INDIA


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Cairn Indias Asset BaseCairn Indias Asset Base


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CAIRN INDIA:Sales And Growth


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Cairn to sell a maximum of 51 per cent of Cairn India toVedanta

Consideration of up to US $8,480m (INR 396,561m), based on US $8.66 (INR 405) per Cairn India share.

A premium of approximately 32 per cent to the Cairn India

average closing price for 90 days prior to 14 August 2010

Put and call options, exercisable after July 2012 and July2013, to ensure a majority interest in Cairn India can besold (exercisable at US $8.66 (INR 405))

Transaction HighlightsTransaction Highlights


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Intention to return a substantial proportion of the proceeds from the transaction to Cairn shareholders

Retained cash will provide Cairn with financialflexibility to pursue an active exploration programme inits leading acreage position in Greenland and futuregrowth opportunities

Continued exposure to Rajasthan through the retainedshareholding in Cairn India

Completion expected before end of 2010


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A unique investment: the Indian naturalresources champion meeting the needs of a

growing economy.

Enhances and diversifies Vedantas stronggrowth pipeline.

Cairn India is a world class asset.

Reasons for the Proposed TransactionReasons for the Proposed Transaction


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T ransaction consideration of US$8.5bn toUS$9.6bnPayable on completion (expected by Q1 2011)

Funding Vedanta Resources: bank debt facilities of up toUS$6.5bn, 2 year tenure

Sesa Goa: c. US$3bn, primarily from cashresources

Transaction FinancingTransaction Financing


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Creating an Indian natural resources champion:comprehensive footprint across Indias resources sector.

World class asset and management team.

Leverages Vedantas core skills.

Enhances and diversifies Vedantas strong growth profile.

Financial flexibility retained and no impact on existing

expansion programmes.

U nique Opportunity to Create ValueU nique Opportunity to Create Value

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Vedanta Cairn