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Published on 3/3/2010 in the Prospect News Convertibles Daily.

New Issue: Vedanta Resources prices upsized $805 million seven-year convertibles at 4%, up 37.5%

By Kenneth Lim

Boston, March 3 - Vedanta Resources plc priced an upsized $805 million of seven-year convertible bonds near the cheap end of talk at par with a coupon of 4% with an initial conversion premium of 37.5%.

Price talk was for a coupon of 3.5% to 4% and an initial conversion premium of 35% to 40%.

The notes were issued at par through subsidiary Vedanta Resources Jersey II Ltd. but are guaranteed by the parent company.

The size of the deal was originally $775 million with an over-allotment option of an additional $75 million. The greenshoe is now $78 million.

J.P. Morgan Cazenove and Morgan Stanley are the global coordinators of the Regulation S offering, with Goldman Sachs and UBS Investment Bank as joint bookrunners.

The notes are callable after the first three years, subject to a hurdle at 130% of the conversion price, and may be put in years three and five.

There is a change-of-control put.

Proceeds will be used to refinance existing debt and for general corporate purposes.

Vedanta is a London-based mining company with operations in India, Zambia and Australia.

Issuer:Vedanta Resources Jersey II Ltd.
Issue:Convertible bonds into Vedanta Resources plc common stock
Amount:$805 million, increased from $775 million
Greenshoe:$78 million, increased from $75 million
Maturity:March 30, 2017
Global coordinators:J.P. Morgan Cazenove, Morgan Stanley
Joint bookrunners:Goldman Sachs, UBS Investment Bank
Coupon:4%
Price:Par
Yield:4%
Conversion premium:37.5%
Conversion price:$51.9251
Conversion ratio:19.2585
Dividend protection:Yes
Takeover protection:Change-of-control put
Call protection:Non-callable before April 15, 2013, thereafter subject to hurdle at 130% of conversion price
Puts:April 29, 2013 and March 30, 2015
Price talk:3.5% to 4%, up 35% to 40%
Pricing date:March 2, after the close
Settlement date:March 30
Guarantees:Vedanta Resources plc
Distribution:Regulation S

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