SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sesa Sterlite Limited
(Name of Issuer)
Equity shares, par value Re. 1 per equity share
(Title of Class of Securities)
78413F103
(CUSIP Number)
Vedanta Resources plc
Attention: Mr. Deepak Kumar
16 Berkley Street, 5th Floor,
London, W1J8DZ
United Kingdom
+44 20 7499 5900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 30, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13D
CUSIP No. 78413F103 | Page 1 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Vedanta Resources plc | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 2 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Vedanta Resources Holdings Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 3 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Twin Star Holdings Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,369,689,889 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,369,689,889 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,369,689,889 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
46.2%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 4 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Volcan Investments Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 5 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Anil Agarwal Discretionay Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
OO (private trust) |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 6 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Conclave PTC Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 7 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Anil Agarwal | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
India | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,853,770,564 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,853,770,564 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,853,770,564 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
62.5%* | |||||
14 | TYPE OF REPORTING PERSON
IN |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 8 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Vedanta Resources Finance Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
484,080,675 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
484,080,675 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,080,675 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.3%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 9 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Vedanta Resources Cyprus Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
484,080,675 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
484,080,675 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,080,675 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.3%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 10 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Welter Trading Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
38,241,056 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
38,241,056 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,241,056 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 11 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Richter Holding Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
445,839,619 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
445,839,619 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,839,619 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.0%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 12 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Westglobe Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
44,343,139 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
44,343,139 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,343,139 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 13 of 19 Pages |
1 | NAMES OF REPORTING PERSONS
Finsider International Company Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
401,496,480 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
401,496,480 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,496,480 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.5%* | |||||
14 | TYPE OF REPORTING PERSON
CO |
* | Based on 2,964,689,439 equity shares of Sesa Sterlite Limited outstanding as of September 30, 2014. |
13D
CUSIP No. 78413F103 | Page 14 of 19 Pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on September 3, 2014, as amended to date, (the Statement), relating to the equity shares, par value Re. 1 per equity share (the Equity Shares) of Sesa Sterlite Limited (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
ITEM 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is amended and supplemented by inserting the following information:
Item 5(c) below describes the September 2014 Acquisitions (as defined below). Twin Star availed intercompany loans from Vedanta through VRHL to pay cash consideration of Rs. 9,046,467,802.50 in connection with the September 2014 Acquisitions.
13D
CUSIP No. 78413F103 | Page 15 of 19 Pages |
ITEM 5. | Interest in Securities of the Issuer |
Item 5(a) (b) of the Statement is amended and restated in its entirety by inserting the following information:
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Equity Shares beneficially owned by each of the Reporting Persons, as well as the number of Equity Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof, based on 2,964,689,439 Equity Shares outstanding as of September 30, 2014.
Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
Mr. Anil Agarwal |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Conclave PTC Limited (Conclave) |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Anil Agarwal Discretionary Trust (the Trust) |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Volcan Investments Limited (Volcan) |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Vedanta Resources plc (Vedanta) |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Vedanta Resources Holdings Limited (VRHL) |
1,853,770,564 | 62.5 | % | 0 | 1,852,197,301 | 0 | 1,853,770,564 | |||||||||||||||||
Twin Star Holdings Limited (Twin Star) |
1,369,689,889 | 46.2 | % | 0 | 1,368,116,626 | 0 | 1,369,689,889 | |||||||||||||||||
Vedanta Resources Finance Limited (VRFL) |
484,080,675 | 16.3 | % | 0 | 484,080,675 | 0 | 484,080,675 | |||||||||||||||||
Vedanta Resources Cyprus Limited (VRCL) |
484,080,675 | 16.3 | % | 0 | 484,080,675 | 0 | 484,080,675 | |||||||||||||||||
Welter Trading Limited (Welter) |
38,241,056 | 1.3 | % | 0 | 38,241,056 | 0 | 38,241,056 | |||||||||||||||||
Richter Holding Limited (Richter) |
445,839,619 | 15.0 | % | 0 | 445,839,619 | 0 | 445,839,619 | |||||||||||||||||
Westglobe Limited (Westglobe) |
44,343,139 | 1.5 | % | 0 | 44,343,139 | 0 | 44,343,139 | |||||||||||||||||
Finsider International Company Limited (Finsider) |
401,496,480 | 13.5 | % | 0 | 401,496,480 | 0 | 401,496,480 |
Vedanta is the beneficial owner of 1,853,770,564 Equity Shares, consisting of:
(i) | 1,270,397,181 Equity Shares and 24,823,177 American Depository Shares (ADSs) representing 99,292,708 underlying Equity Shares held by Twin Star; |
13D
CUSIP No. 78413F103 | Page 16 of 19 Pages |
(ii) | 401,496,480 Equity Shares held by Finsider; |
(iii) | 44,343,139 Equity Shares held by Westglobe; and |
(iv) | 38,241,056 Equity Shares held by Welter Trading Limited. |
Volcan is the majority shareholder of Vedanta, which is the sole shareholder of VRHL, which is the sole shareholder of Twin Star and VRFL. VRFL is the sole shareholder of VRCL, which is the sole shareholder of each of Welter and Richter. Richter is the sole shareholder of Westglobe and the majority shareholder of Finsider.
Volcan is wholly owned by the Trust. Conclave is the trustee of the Trust. Mr. Anil Agarwal, the Executive Chairman of Vedanta and protector of the Trust, may be deemed to have beneficial ownership of securities that are beneficially owned by the Trust. Mr. Agarwal disclaims any such beneficial ownership.
None of the other Reporting Persons or Related Persons beneficially owns any Equity Shares except for Mr. Dindayal Jalan who may be deemed the beneficial owners of 2,400 shares of the Issuer held by his wife.
Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any Equity Shares owned beneficially or of record by any other person named in this Item 5(a)-(b).
Item 5(c) of the Statement is amended and supplemented by inserting the following information:
(c) From September 10, 2014 through September 30, 2014, Twin Star acquired 32,077,894 Equity Shares in a series of transactions at prices ranging from Rs. 270.90 to Rs. 289.74 in open market transactions on the BSE Limited and the National Stock Exchange of India (the September 2014 Acquisitions). Details by date, listing the number of Equity Shares acquired and the weighted average price per Equity Security (in Rs.) are provided below. Twin Star undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.
Date |
Equity Shares Acquired |
Weighted Average Price per Security (Rs.) |
||||||
10 September 2014 |
791,123 | 286.11 | ||||||
11 September 2014 |
1,241,603 | 286.13 | ||||||
12 September 2014 |
2,792,913 | 289.29 | ||||||
15 September 2014 |
686,120 | 287.06 | ||||||
16 September 2014 |
4,000,000 | 284.10 | ||||||
17 September 2014 |
1,297,546 | 282.00 | ||||||
18 September 2014 |
1,049,878 | 284.80 | ||||||
19 September 2014 |
3,633,823 | 283.82 | ||||||
22 September 2014 |
3,818,700 | 282.38 | ||||||
23 September 2014 |
4,269,908 | 280.72 | ||||||
24 September 2014 |
1,509,455 | 280.19 | ||||||
25 September 2014 |
5,413,562 | 273.85 | ||||||
26 September 2014 |
603,671 | 270.90 | ||||||
29 September 2014 |
461,000 | 272.00 | ||||||
30 September 2014 |
508,592 | 271.09 | ||||||
|
|
|
|
|||||
TOTAL |
32,077,894 | 282.02 | ||||||
|
|
|
|
13D
CUSIP No. 78413F103 | Page 17 of 19 Pages |
Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons or Related Persons has effected any transactions in the Equity Shares since their most recent filing on Schedule 13D.
Item 7. | Materials to be Filed as Exhibits |
Exhibit Number |
Description | |
1 | Joint Filing Agreement. |
13D
CUSIP No. 78413F103 | Page 18 of 19 Pages |
SIGNATURES
After reasonable 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: October 8, 2014
VEDANTA RESOURCES PLC | ||
By: | /s/ Thomas Albanese | |
Name: | Thomas Albanese | |
Title: | Chief Executive | |
VEDANTA RESOURCES HOLDINGS LIMITED | ||
By: | /s/ Thomas Albanese | |
Name: | Thomas Albanese | |
Title: | Director | |
TWIN STAR HOLDINGS LIMITED | ||
By: | /s/ Mohammad Akhtar Janally | |
Name: | Mohammad Akhtar Janally | |
Title: | Director | |
VOLCAN INVESTMENTS LIMITED | ||
By: | /s/ E. Isaac Collie | |
Name: | E. Isaac Collie | |
Title: | Director | |
ANIL AGARWAL DISCRETIONARY TRUST | ||
By: | /s/ E. Isaac Collie | |
Name: | E. Isaac Collie | |
Title: | Trustee |
13D
CUSIP No. 78413F103 | Page 19 of 19 Pages |
CONCLAVE PTC LIMITED | ||
By: | /s/ E. Isaac Collie | |
Name: | E. Isaac Collie | |
Title: | Director | |
FINSIDER INTERNATIONAL COMPANY LIMITED | ||
By: | /s/ Deepak Kumar | |
Name: | Deepak Kumar | |
Title: | Director | |
WESTGLOBE LIMITED | ||
By: | /s/ Mohammad Akhtar Janally | |
Name: | Mohammad Akhtar Janally | |
Title: | Director | |
WELTER TRADING LIMITED | ||
By: | /s/ Alexis Tsielepis | |
Name: | Alexis Tsielepis | |
Title: | Director | |
RICHTER HOLDING LIMITED | ||
By: | /s/ Deepak Kumar | |
Name: | Deepak Kumar | |
Title: | Director | |
VEDANTA RESOURCES CYPRUS LIMITED | ||
By: | /s/ Deepak Kumar | |
Name: | Deepak Kumar | |
Title: | Director | |
VEDANTA RESOURCES FINANCE LIMITED | ||
By: | /s/ Deepak Kumar | |
Name: | Deepak Kumar | |
Title: | Director | |
ANIL AGARWAL | ||
By: | /s/ Anil Agarwal |