GLAS Agency (Hong Kong) Limited, acting as trustee for bondholders, has disclosed the creation of encumbrances on the equity shares of Vedanta Limited’s key subsidiaries. These encumbrances arise from terms associated with newly issued senior bonds by Vedanta Resources Finance II PLC. The disclosure is made under SEBI’s Takeover Regulations, detailing contractual restrictions that may be construed as ‘encumbrances’, impacting the promoter group’s ability to deal with these shares.
Disclosure of Encumbrances on Vedanta Subsidiaries
GLAS Agency (Hong Kong) Limited, in its capacity as the trustee and security agent for the holders of newly issued senior bonds, has filed a disclosure concerning potential encumbrances on the equity shares of Vedanta Limited’s (VEDL) subsidiaries. This filing is made under Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Nature of Encumbrances
The disclosure pertains to encumbrances over shares of VEDL, Vedanta Power Limited (VPL), Vedanta Oil and Gas Limited (VOGL), Vedanta Iron And Steel Limited (VISL), and Vedanta Aluminium Metal Limited (VAML). These encumbrances are linked to the terms and conditions of the US$125,000,000 7.000% Guaranteed Senior Bonds due 2032, US$50,000,000 7.375% Guaranteed Senior Bonds due 2034, and US$225,000,000 7.750% Guaranteed Senior Bonds due 2037, all issued by Vedanta Resources Finance II PLC. These bonds have been consolidated with previously issued senior bonds, forming ‘Tap Bonds’.
GLAS has clarified that it does not personally hold any shares or voting rights in these subsidiaries. The disclosure is solely in its role as trustee and security agent. The contractual restrictions stemming from the bonds, particularly concerning the promoter group’s ability to create further encumbrances or dispose of assets, are being identified as potentially falling under the definition of ‘encumbrance’ as per the Takeover Regulations.
Specifically, the terms state that Promoter Group Entities are restricted from creating or permitting security interests on assets unless certain conditions are met, and their ability to acquire or dispose of shares in the listed Indian subsidiaries is specified. Furthermore, Vedanta Resources Limited (VRL) and its subsidiaries are required to maintain at least 50.1% control over VEDL’s issued equity share capital. Any disposal of assets by the Promoter Group Entities following an Event of Default would also be subject to specified conditions.
No Direct Pledge
For clarity, the disclosure explicitly states that no pledge has been created by any of the Promoter Group Entities or other offshore companies over the equity shares of the Listed Indian Subsidiaries in relation to these Tap Bonds as of the disclosure date.
Previous Disclosures
GLAS also noted that it has previously made disclosures regarding encumbrances under Regulation 29 on 15 July 2026, 17 July 2026, and 22 July 2026, related to other bonds and facilities. Given that the current encumbrances are on the same shares of VEDL, the ‘before acquisition’ and ‘after acquisition’ details of shareholding remain unchanged.
Shareholding Details
As of the disclosure date, GLAS, acting as trustee, holds 2,139,651,763 shares in Vedanta Limited, representing 54.72% of the total share capital and voting capital. This holding is in the nature of encumbrance.
Source: BSE
