Bond Vedanta Minerals Ltd 6.125% ( USG9328DAP53 ) in USD

Issuer Vedanta Minerals Ltd
Market price 100 %  ▲ 
Country  India
ISIN code  USG9328DAP53 ( in USD )
Interest rate 6.125% per year ( payment 2 times a year)
Maturity 08/08/2024 - Bond has expired



Prospectus brochure of the bond Vedanta Resources Ltd USG9328DAP53 in USD 6.125%, expired


Minimal amount 200 000 USD
Total amount 1 000 000 000 USD
Cusip G9328DAP5
Standard & Poor's ( S&P ) rating B- ( Highly speculative )
Moody's rating N/A
Detailed description Vedanta Resources Ltd. is a global diversified natural resources company with interests in zinc, lead, silver, copper, iron ore, aluminum, oil and gas, and power.

The Bond issued by Vedanta Minerals Ltd ( India ) , in USD, with the ISIN code USG9328DAP53, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/08/2024
The Bond issued by Vedanta Minerals Ltd ( India ) , in USD, with the ISIN code USG9328DAP53, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







OFFERING CIRCULAR
IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) "QUALIFIED INSTITUTIONAL BUYERS"
("QIBS") (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")), OR (2) NON-US PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S").
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached
preliminary offering circular dated (the "Offering Circular") following this page, whether received by e-mail or other electronic
communication, and you are therefore advised to read this carefully before reading, accessing or making any other use of the
Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including
any modifications to them any time you receive any information from Vedanta Resources plc (the "Company") or from us as
a result of such access.
None of Barclays Bank PLC, Credit Suisse (Hong Kong) Limited, DBS Bank Ltd., First Abu Dhabi Bank PJSC, J.P. Morgan
Securities plc and Standard Chartered Bank as joint global coordinators (the "Joint Global Coordinators") and Axis Bank
Limited, Barclays Bank PLC, Credit Suisse (Hong Kong) Limited, DBS Bank Ltd., First Abu Dhabi Bank PJSC, J.P. Morgan
Securities plc and Standard Chartered Bank as joint lead managers and joint bookrunners (the "Joint Lead Managers and Joint
Bookrunners") or any person who controls any of them or any of their respective affiliates, directors, officers, employees,
agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail
or the attached Offering Circular or their respective contents or otherwise arising in connection therewith.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY OTHER SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
OR LOCAL SECURITIES LAWS. THE SECURITIES MAY ONLY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO UNITED STATES PERSONS (AS DEFINED IN REGULATION S)
THAT ARE QIBS IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY RULE 144A. ANY INVESTMENT DECISION SHOULD BE MADE ON THE BASIS
OF THE FINAL TERMS AND CONDITIONS OF THE SECURITIES AND THE INFORMATION CONTAINED IN THE
FINAL OFFERING CIRCULAR.
IF YOU DO NOT AGREE TO THE TERMS CONTAINED IN THIS NOTICE, YOU SHOULD NOT OPEN THE
ATTACHED
OFFERING
CIRCULAR
AND
SHOULD
DELETE
THIS
E-MAIL.
THIS
E-MAIL AND
ITS
ATTACHMENTS ARE PERSONAL TO YOU, ARE CONFIDENTIAL AND MAY ONLY BE READ BY THE ADDRESSEE
AND MAY NOT BE REPRODUCED OR REDISTRIBUTED ELECTRONICALLY OR OTHERWISE TO ANY OTHER
PERSON.
Confirmation of Your Representation: The attached Offering Circular is being sent at your request and by accepting the e-mail
and accessing the attached Offering Circular, you shall be deemed to have represented to the Company, the Joint Global
Coordinators, Joint Lead Managers and Joint Bookrunners that (1) you and any customer you represent are either (a) a QIB or
(b)not a US person and that the e-mail address that you have given and to which this e-mail has been delivered is not located
in the United States of America, its territories, its possessions and other areas subject to its jurisdiction; and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands and, to
the extent you purchase the securities described in the attached Offering Circular, you will be doing so in offshore transactions
in reliance on Regulation S; and (2) you consent to delivery of the attached Offering Circular and any amendments or
supplements thereto by electronic transmission.
You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose
possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located. If this is not the case, you must delete this e-mail in which the Offering Circular is attached and destroy any
printed copies of the Offering Circular. You may not, nor are you authorised to, deliver or forward the Offering Circular,
electronically or otherwise, or disclose the contents of the Offering Circular, to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law and access has been limited so that it shall not constitute a general
advertisement or solicitation in the United States or elsewhere. No action has been or will be taken in any jurisdiction by the
Company, the Joint Global Coordinators, Joint Lead Managers or Joint Bookrunners that would, or is intended to, permit a
public offering of the securities, or possession or distribution of the Offering Circular (in preliminary, proof or final form) or
any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose
is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint Global
Coordinators, Joint Lead Managers or Joint Bookrunners or any affiliate of any of the Joint Global Coordinators, Joint Lead
Managers or Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by
such Joint Global Coordinators, Joint Lead Managers or Joint Bookrunners or such affiliate on behalf of the Company in such
jurisdiction.
This communication is directed only at persons who (a) are outside the United Kingdom or (b) have professional experience
in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order") or (c) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order (all such persons together being referred
to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which the Offering Circular relates is available only to relevant persons and will be
engaged in only with relevant persons.
The attached Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of electronic transmission and consequently none of the Company,
the Joint Global Coordinators, Joint Lead Managers or Joint Bookrunners or any person who controls them or any director,
officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect
of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to
you on request from the Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners.
THE ATTACHED OFFERING CIRCULAR MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DOWNLOADING,
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ELECTRONIC TRANSMISSION AND THE ATTACHED
OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS,
YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE
ATTACHED OFFERING CIRCULAR.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and
it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.


PRELIMINARY OFFERING CIRCULAR DATED 27 JULY 2017
STRICTLY CONFIDENTIAL
any
(Subject to completion)
in
accepted
be
will
securities
these
VEDANTA RESOURCES PLC
securities
(incorporated with limited liability in England and Wales)
buy
to
$
% Bonds due
these
fers
This is an offering of $
% bonds due
(the "Bonds") by Vedanta Resources plc ("Vedanta"
buy
of
or the "Company").
to
The Bonds will bear interest at the rate of
% per annum, payable semi-annually in arrears on
and
fer
of each year, commencing
. Payments on the Bonds will be made without deduction for or on account of
of
taxes of the United Kingdom to the extent described under "Terms and Conditions of the Bonds -- Taxation".
soliciting
no
The Bonds will mature on
. The Bonds may be redeemed at the option of the Company, in whole, but not in
d
not
part, at a redemption price equal to the principal amount of the Bonds plus the Applicable Premium (as defined herein)
an
is
applicable to the Bonds, plus accrued and unpaid interest, if any, to the redemption date.
it
sold
At any time and from time to time prior to
, the Bonds may be redeemed, in whole or in part, at the
option of the Company at a redemption price equal to
% of the principal amount of the Bonds plus the Applicable
or
and
Premium, plus accrued and unpaid interest, if any, to (but excluding) the redemption date. At any time and from time to time
on or after
, the Bonds may be redeemed, in whole or in part, at the option of the Issuer at the redemption
fered
prices specified under "Terms and Conditions of the Bonds -- Redemption and Purchase -- Redemption at the option of the
of
Issuer". The Bonds may be redeemed at the option of the Company in whole, but not in part, at a redemption price equal to
be
securities
the principal amount of the Bonds, together with accrued and unpaid interest, if any, to (but excluding) the redemption date,
in the event of certain changes affecting taxes of the United Kingdom. Upon the occurrence of a Change of Control (as defined
not
these
herein), the Company must make an offer to purchase all of the Bonds outstanding at a purchase price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to (but excluding) the purchase date. See "Terms and Conditions of
may
sell
the Bonds -- Redemption and Purchase".
to
Issue Price:
%
herein
fer
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the
of
"Securities Act") and are being offered in the United States only to qualified institutional buyers ("QIBs") in reliance on Rule
an
144A ("Rule 144A") under the Securities Act and to non-US persons outside the United States in reliance on Regulation S under
the Securities Act ("Regulation S"). The Bonds which are being offered and sold outside the United States to non-US persons
described
not
(as defined in Regulation S) in reliance on Regulation S (the "Regulation S Bonds") will each be initially represented by an
is
unrestricted global certificate in registered form (the "Unrestricted Global Certificate"). The Bonds which are offered and sold
in the United States to QIBs in reliance on Rule 144A (the "Rule 144A Bonds") will bear the Securities Act Legend (as defined
in the trust deed to be dated on or about
2017 (the "Trust Deed")) and will each be initially represented by a restricted
securities
Circular
global certificate in registered form (the "Restricted Global Certificate" and, together with the Unrestricted Global Certificate,
the "Global Certificates"). The Unrestricted Global Certificate will be deposited with a custodian for, and registered in the name
The
of, a nominee of Cede & Co., as nominee of The Depository Trust Company ("DTC") for the accounts of Euroclear Bank SA/NV
fering
("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), and the Restricted Global Certificate will be deposited with a
Of
custodian for, and registered in the name of, Cede & Co., as nominee of DTC, on the Closing Date. Beneficial interests in the
Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its
changed.
account holders. Prospective purchasers are hereby notified that sellers of the Bonds may be relying on the exemption from the
be
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions
on offers, sales and transfers of the Bonds and distribution of this Offering Circular, see "Plan of Distribution" and "Transfer
may
Preliminary
Restrictions". It is expected that delivery of the Bonds will be made against payment through the facilities of DTC on or about
2017 (the "Closing Date").
and
This
The Company intends to apply for the listing of the Bonds on the Singapore Exchange Securities Trading Limited (the
"SGX-ST").The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or
information contained in this Offering Circular. Admission of the Bonds to the official list of the SGX-ST is not to be taken
form.
complete
as an indication of the merits of the offering, the Company or the Bonds. The Bonds will be traded on the SGX-ST in a minimum
board lot size of $200,000 or its equivalent for so long as the Bonds are listed on the SGX-ST. Currently, there is no public
not
final
permitted.
market for the Bonds.
is
in
not
Investing in the Bonds involves risks. For a discussion of certain factors to be considered in connection with an
is
investment in the Bonds, see "Risk Factors" beginning on page 13.
The Company has corporate credit ratings of "B1" (with a stable outlook) from Moody's Investors Service, Inc.
Circular
sale
delivered
("Moody's") and "B+" (with a stable outlook) from Standard & Poor's Ratings Services, a division of S&P Global Inc, Inc.
or
("Standard & Poor's"). The ratings may be reviewed by the rating agencies from time to time and subject to change. The Bonds
is
fering
are expected, on the Closing Date, to be rated "B3" by Moody's and "B+" by Standard & Poor's. A rating is not a
Of
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the
assigning rating organisation.
Circular
solicitation,
Joint Global Coordinators (in alphabetical order)
fer
fering
Preliminary
of
Of
Barclays
Credit Suisse
DBS Bank Ltd.
First Abu Dhabi Bank
J.P. Morgan
Standard Chartered Bank
this
such
in
Joint Lead Managers and Joint Bookrunners (in alphabetical order)
where
Preliminary
Axis Bank Barclays Credit Suisse DBS Bank Ltd. First Abu Dhabi Bank J.P. Morgan Standard Chartered Bank
information
this
Offering Circular dated
2017
The
until
jurisdiction


TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Summary Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Capitalisation and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . .
60
Overview Of Industries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272
Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276
Description of Material Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283
Terms and Conditions of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290
Summary of Provisions Relating to the Bonds While in Global Form. . . . . . . . . . . . . . . . . . . . 312
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 333
Definitions and Glossary of Technical Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Annex A -- LIFE OF MINES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Annex B -- MINERAL RESOURCES (EXCLUSIVE REPORTING BASIS) . . . . . . . . . . . . . . . B-1
Annex C -- MINERAL RESOURCE AND ORE RESERVE REPORTING . . . . . . . . . . . . . . . . C-1
Annex D -- PRODUCTION RELEASE FOR THE THREE MONTHS ENDED
30 JUNE 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
i


NOTICE TO INVESTORS
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Company or Barclays Bank PLC, Credit Suisse (Hong Kong) Limited, DBS Bank Ltd., First Abu
Dhabi Bank PJSC, J.P. Morgan Securities plc and Standard Chartered Bank as joint global
coordinators (collectively, the "Joint Global Coordinators") and Axis Bank Limited, Barclays Bank
PLC, Credit Suisse (Hong Kong) Limited, DBS Bank Ltd., First Abu Dhabi Bank PJSC, J.P. Morgan
Securities plc and Standard Chartered Bank as joint lead managers and joint bookrunners ("Joint Lead
Managers and Joint Bookrunners") to subscribe for or purchase, any of the Bonds. The distribution of
this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Company, the Joint
Global Coordinators and Joint Lead Managers and the Joint Bookrunners to inform themselves about
and observe any such restrictions. This Offering Circular does not constitute, and may not be used for
or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
For a description of certain further restrictions on offers and sales of the Bonds and distribution of this
Offering Circular see "Plan of Distribution" and "Transfer Restrictions".
No person is authorised to give any information or to make any representation not contained in
this Offering Circular and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of the Company or the Joint Global Coordinators and Joint
Lead Managers or the Joint Bookrunners. The delivery of this Offering Circular or the offering, sale
and delivery of the Bonds at any time does not imply that the information contained in this Offering
Circular is correct at any time subsequent to its date.
To the fullest extent permitted by law, none of the Joint Global Coordinators and Joint Lead
Managers, the Joint Bookrunners, the Trustee, the Principal Agent and the Registrar (each as defined
herein) accept any responsibility for the accuracy and completeness of the contents of this Offering
Circular or for any statement, made or purported to be made by the Joint Global Coordinators and Joint
Lead Managers, the Joint Bookrunners, the Trustee, the Principal Agent or the Registrar or on its or
their behalf in connection with the Company or the issue and offering of the Bonds. The Joint Global
Coordinators and Joint Lead Managers, the Joint Bookrunners, the Trustee, the Principal Agent and the
Registrar accordingly disclaim all and any liability whether arising in tort or contract or otherwise
which it might otherwise have in respect of this Offering Circular or any such statement.
This Offering Circular should not be considered as a recommendation by the Company or the
Joint Global Coordinators and Joint Lead Managers or the Joint Bookrunners, that any recipient of this
Offering Circular should purchase any of the Bonds. Each investor contemplating a purchase of the
Bonds should make its own independent investigation of the Company's financial condition and affairs
and its own appraisal of the Company's creditworthiness.
Investors may not reproduce or distribute this Offering Circular, in whole or in part, and
investors may not disclose any of the contents of this Offering Circular or use any information herein
for any purpose other than considering an investment in the Bonds. Investors agree to the foregoing
by accepting delivery of this Offering Circular.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the
Joint Global Coordinators, Joint Lead Managers or Joint Bookrunners or any affiliate of any of the
Joint Global Coordinators, Joint Lead Managers or Joint Bookrunners is a licensed broker or dealer
in that jurisdiction, the offering shall be deemed to be made by such Joint Global Coordinators, Joint
Lead Managers or Joint Bookrunners or such affiliate on behalf of the Company in such jurisdiction.
Market data and certain industry forecasts (where applicable) used throughout this Offering
Circular have been obtained from internal surveys, market research, publicly available information
and industry publications. Industry publications generally state that the information that they contain
has been obtained from sources believed to be reliable but that the accuracy and completeness of that
ii


information is not guaranteed. Similarly, internal surveys, industry forecasts and market research,
while believed to be reliable, have not been independently verified, and none of the Company, the
Joint Global Coordinators and Joint Lead Managers or the Joint Bookrunners make any representation
as to the accuracy of the statement.
STABILISATION
In connection with this offering, Standard Chartered Bank will act as the stabilising manager (the
"Stabilising Manager") and it or any of its affiliates (or persons acting on behalf of the Stabilising
Manager), may, to the extent permitted by applicable laws and regulations, over-allot or effect
transactions with a view to supporting the market price of the Bonds at a level higher than that which
might otherwise prevail for a limited time after the issue date of the Bonds. However, there is no
assurance that the Stabilising Manager or any of its affiliates (or persons acting on behalf of the
Stabilising Manager) will undertake any stabilising action. Any stabilising action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and,
if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action
must be conducted by the Stabilising Manager or any of its affiliates (or persons acting on behalf of
the Stabilising Manager) in accordance with all applicable laws and rules.
NOTICE TO UK INVESTORS
This Offering Circular is for distribution only to persons who (i) have professional experience
in matters relating to investments falling within Article 19(5) the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This Offering Circular is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Bonds have not been and will not be registered under the Securities Act, or with any
securities regulatory authority of any state or other jurisdiction in the United States, and may not be
offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with
any applicable state securities laws.
In connection with the Bonds being offered in the United States to QIBs in reliance on the
exemption from registration provided by Rule 144A, this Offering Circular is being furnished in the
United States on a confidential basis solely for the purpose of enabling prospective investors to
consider the purchase of the Bonds. Its use for any other purpose in the United States is not authorised.
iii


The Bonds have not been approved or disapproved by the United States Securities and Exchange
Commission (the "Commission"), any state securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of
this offering or the accuracy or adequacy of this Offering Circular. Any representation to the contrary
is a criminal offence in the United States.
AVAILABLE INFORMATION
For so long as any of the Bonds remain outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which the
Company is neither subject to Section 13 or Section 15(d) of the US Securities Exchange Act of 1934
(the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to
any holder or beneficial owner of such restricted securities or to any prospective purchaser of such
restricted securities designated by such holder or beneficial owner or to the Trustee (as defined herein)
for delivery to such holder, beneficial owner or prospective purchaser, in each case upon the request
of such holder, beneficial owner, prospective purchaser or Trustee, the information required to be
provided by Rule 144A(d)(4) under the Securities Act.
ENFORCEABILITY OF JUDGMENTS
The Company is incorporated with limited liability under the laws of England and Wales. A
substantial number of the Directors (as defined herein) or executive officers of the Company and all
or a significant portion of the assets of such persons may be, and a substantial portion of the assets
of the Company are, located outside the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon the Company or such persons or to enforce
against any of them in the United States judgments obtained in US courts, including judgments
predicated upon the civil liability provisions of the securities laws of the United States or any state
or territory within the United States.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Offering Circular contains "forward-looking statements" that are based on the Company's
current expectations, assumptions, estimates and projections about the Company and its industry.
These forward-looking statements are subject to various risks and uncertainties. Generally, these
forward-looking statements can be identified by the use of forward-looking terminology such as
"anticipate", "believe", "estimate", "expect", "intend", "will", "project", "seek", "should" and similar
expressions. These statements include, but not limited to, the discussions of the Company's business
strategy and expectations concerning its market position, future operations, margins, profitability,
liquidity and capital resources. Such forward-looking statements involve risks and uncertainties, and
that, although the Company believes that the assumptions on which such forward-looking statements
are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the
forward-looking statements based on those assumptions could be materially incorrect. Factors which
could cause these assumptions to be incorrect include:
·
A decline or volatility in the prices or demand for oil and gas, zinc, copper, iron ore or
aluminium or an increase in the supply of oil and gas, zinc, copper, iron ore or aluminium;
·
Reliance on third party contractors and providers of equipment which may not be readily
available and whose costs may increase;
iv


·
Decline in demand for iron ore in China, exports which are significant for Vedanta's iron
ore business;
·
Ability to successfully consummate and integrate strategic acquisitions;
·
Regulatory, legislative and judicial developments and future regulatory actions and
conditions in Vedanta's operating areas;
·
Political or economic instability in the regions which Vedanta operates;
·
Terrorist attacks and other acts of violence, natural disasters and other environmental
conditions and outbreaks of infectious diseases and other public health concerns in the
regions in which Vedanta operates;
·
Vedanta's ability to retain its senior management team and hire and retain sufficiently
skilled labour to support its operations;
·
Vedanta's dependence on obtaining and maintaining mining leases to mining sites;
·
General risks related to Vedanta's commercial power business;
·
The outcome of any pending or threatened litigation in which Vedanta is involved;
·
The continuation of tax holidays, exemptions and deferred tax schemes currently enjoyed
by Vedanta;
·
Changes in tariffs, royalties, custom duties and government assistance;
·
Interruptions in the availability of exploration, production or supply equipment or
infrastructure and/or increased costs;
·
Construction of pipelines and terminals may take longer than planned, may not work as
intended and the cost of construction may be greater than forecast;
·
Unavailability or increased costs of raw materials for Vedanta's products;
·
Vedanta's economically recoverable lead-zinc ore, copper ore, iron ore, or bauxite reserves
being lower than estimated;
·
Worldwide economic and business conditions;
·
Compliance with extensive environmental and health and safety regulations;
·
Currency fluctuations; and
·
Ability to maintain good relations with trade unions and avoid strikes and lock-outs.
These and other factors are more fully discussed in "Risk Factors", "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and elsewhere in this Offering
Circular. In light of these and other uncertainties, you should not conclude that the Company will
necessarily achieve any plans, objectives or projected financial results referred to in any of the
forward-looking statements. Except as required by law, the Company does not undertake to release
revisions of any of these forward-looking statements to reflect future events or circumstances.
v


PRESENTATION OF INFORMATION
Certain Conventions
The Company conducts its businesses through a consolidated group of companies that it has
ownership interests in. See "Business -- History and Development of Vedanta" for more information
on these companies and their relationships to the Company. Unless otherwise stated in this Offering
Circular or unless the context otherwise requires, references in this Offering Circular to the
"Company" or "Vedanta" or the "consolidated group of companies" or the "Group", mean Vedanta
Resources plc, its consolidated subsidiaries and its predecessors, collectively, including, Konkola
Copper Mines plc ("KCM"), Vedanta Limited ("Vedanta Limited", and its subsidiaries together with
Vedanta Limited, the "Vedanta Limited Group"), Bharat Aluminium Company Limited ("BALCO"),
Monte Cello BV ("Monte Cello"), Copper Mines of Tasmania Pty Ltd ("CMT"), Thalanga Copper
Mines Pty Ltd ("TCM"), Hindustan Zinc Limited ("HZL"), MALCO Energy Limited ("MEL"), Sesa
Resources Limited ("SRL"), Western Cluster Limited ("WCL"), THL Zinc Namibia Holdings Limited
and its subsidiaries ("Skorpion"), Vedanta Lisheen Holdings Limited and its subsidiaries ("Lisheen"),
Talwandi Sabo Power Limited ("TSPL") and Black Mountain Mining Pty Ltd ("Black Mountain
Mining"). Consequent to the receipt of all substantive approvals for merger of Cairn India Limited
with Vedanta Limited on 27 March 2017, the merger has been accounted for in the Fiscal year 2017.
Cairn India Limited ceased to be a separate legal entity with effect from 11 April 2017 and all
erstwhile subsidiaries of Cairn India became subsidiaries of Vedanta Limited. Further, references in
this Offering Circular to "Cairn India" refers to erstwhile Cairn India Limited. All references to "Cairn
India Group" refers to erstwhile Cairn India Limited and its erstwhile subsidiaries, prior to the merger
of Cairn India with Vedanta Limited.
All references to "Executive Directors" in this Offering Circular are to Messrs. Anil Agarwal,
Navin Agarwal and Tom Albanese. All references to "Non-Executive Directors" in this Offering
Circular are to Messrs. Geoffrey Green, Aman Mehta, Deepak Parekh, Ravi Rajagopal, Edward Story
and Katya (Ekaterina) Zotova. All references to "Directors" in this Offering Circular are to the
Executive Directors and Non-Executive Directors of the Company.
All references to "management" are to the Company's Directors, the executive officers and other
significant employees of the Company, unless the context otherwise requires, on the date of this
Offering Circular, and statements in this Offering Circular as to beliefs, expectations, estimates and
opinions of the Company or management are those of the Company's management.
In this Offering Circular, references to "copper business" are to the business of Vedanta
comprising the copper operations as further described in "Business -- Description of the Businesses
-- Copper Business"; references to "zinc business" and "zinc-lead" are to the business of Vedanta
comprising the zinc operations as further described in "Business -- Description of the Businesses --
Zinc Business"; references to "aluminium business" are to the business of Vedanta comprising the
aluminium operations as further described in "Business -- Description of the Businesses --
Aluminium Business"; references to "iron ore business" are to the business of Vedanta comprising the
iron ore operations as further described in "Business -- Description of the Businesses -- Iron Ore
Business"; references to "commercial power generation business" or "power business" are to the
business of Vedanta comprising the power operations as further described in "Business -- Description
of the Businesses -- Commercial Power Generation Business"; and references to "oil and gas
business" are to the business of Vedanta comprising the oil and gas operations as further described in
"Business -- Description of the Businesses -- Oil and Gas Business".
In this Offering Circular, references to The London Metal Exchange Limited ("LME") price of
copper, zinc or aluminium are to the cash seller and settlement price on the LME for copper, zinc or
aluminium for the period indicated. References to "primary market share" in this Offering Circular are
to the market that includes sales by producers of metal from copper and zinc, as applicable, and do
not include sales by producers of recycled metal or imports.
vi


IsaSmelt(TM) and IsaProcess(TM) are trademarks of Glencore Plc. Ausmelt(TM) is a trademark of
Ausmelt Limited ISP(TM) is a trademark of Imperial Smelting Process Ltd.
Presentation of Financial Information
The consolidated audited financial statements for the Company as of and for fiscal year ended
31 March 2016 (the "Fiscal year 2016 Financial Statements") and as of and for fiscal year ended 31
March 2017 (the "Fiscal year 2017 Financial Statements" and together with the Fiscal year 2016
Financial Statements, the "Annual Financial Statements"), included elsewhere in this Offering
Circular have been prepared in accordance with International Financial Reporting Standards ("IFRS")
as adopted by the EU. The consolidated financial information for the Company as of and for fiscal
years ended 31 March 2015, 2016 and 2017, included elsewhere in this Offering Circular has been
derived from the Annual Financial Statements. The audited consolidated financial statements for the
Company as of and for fiscal year ended 31 March 2015 (the "Fiscal year 2015 Financial Statements")
are neither included nor incorporated by reference in this Offering Circular.
Certain amounts disclosed for the year ended 31 March 2016 are restated figures as reported in
the fiscal year 2017 annual report, compared to the amounts published in the fiscal year 2016 annual
report.
Rounding adjustments have been made in calculating some of the financial information included
in this Offering Circular. As a result, numerical figures shown as totals in some tables may not be exact
arithmetic aggregations of the figures that precede them.
References to a particular "fiscal" year are to a financial year ended or ending 31 March of that
year in the case of the Company. References to a year other than a "fiscal" year are to the calendar
year ended 31 December.
Currencies and Conversions
In this Offering Circular, references to "US" or the "United States" are to the United States of
America, its territories and its possessions. References to "UK" are to the United Kingdom.
References to "India" are to the Republic of India. References to "Australia" are to the Commonwealth
of Australia. References to "Zambia" are to the Republic of Zambia. References to "South Africa" are
to the Republic of South Africa. References to "EU" are to the European Union as established by the
Treaty on European Union. References to "$", "dollars" OR US$ or "US dollars" are to the legal
currency of the United States; references to "GBP" or "£" are to the legal currency of the United
Kingdom; references to "Rs.", "Rupees" or "Indian Rupees" are to the legal currency of India;
references to "AUD", "Australian dollars" or "A$" are to the legal currency of Australia; references
to "ZAR", "South African Rands" are to the legal currency of South Africa; references to "Zambian
Kwacha" or "ZMW" are to the legal currency of Zambia; and references to " C
= " are to the legal
currency of certain nations within the EU. References to "¢" are to US cents and references to "lb"
are to the imperial pounds (mass) equivalent to 0.4536 kilograms. References to "tonnes" are to metric
tonnes, a unit of mass equivalent to 1,000 kilograms or 2,204.6 lb. In respect of Vedanta Limited's iron
ore operations, references to "tonnes" are to dry metric tonnes and for wet metric tonnes. References
to "m3" are to cubic metres, references to "km" are to kilometres and references to "km2" are to square
kilometres.
Unless otherwise indicated, the financial information contained in this Offering Circular has
been expressed in US dollars. The exchange rate between Zambian Kwachas and US dollars, and South
African Rands and US Dollars are based on the spot rate provided by Bloomberg as of 31 March 2017,
which was ZMW 9.66 = $1.00, and ZAR 13.41= $1.00 respectively. The US dollar equivalent
information presented in this Offering Circular for Indian Rupees has been calculated based on the
exchange rates certified by the Reserve Bank of India ("RBI Reference Rate") as of 31 March 2017,
which was Rs. 64.84 = $1.00.
vii


The exchange rates presented in this Offering Circular for each period may have differed from
the exchange rates used in the preparation of financial statements included elsewhere in this Offering
Circular. See "Exchange Rates".
Non-IFRS Measures
This Offering Circular includes the presentation of certain measures that are not defined by
IFRS, including Vedanta EBITDA, cash costs per units, and Special Items (each as defined below).
These measures have been included for the reasons described below. However, these measures are not
measures of financial performance or cash flows under IFRS and may not be comparable to similarly
titled measures of other companies because they are not uniformly defined. These measures should not
be considered in isolation or as a substitute by investors as an alternative to Vedanta's operating
results, operating profit or profit on ordinary activities before taxation, or as an alternative to cash
flow from operating, investing or financing activities. Vedanta's management believes this
information, along with comparable IFRS measures, is useful to investors because it provides a basis
for measuring Vedanta's operating performance. Vedanta's management uses these financial measures,
along with the most directly comparable IFRS financial measures, in evaluating Vedanta's operating
performance and value creation. Non-IFRS financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance with IFRS. Non-IFRS
financial measures as reported by Vedanta may not be comparable to similarly titled amounts reported
by other companies.
Because of these limitations, the non-IFRS measures should also not be considered as measures
of discretionary cash available to Vedanta to invest in the growth of its business or as measures of cash
that will be available to Vedanta to meet its obligations. Potential investors should compensate for
these limitations by relying primarily on Vedanta's IFRS results and using these non-IFRS measures
only supplementally to evaluate Vedanta's performance. Please see "Summary Consolidated Financial
Information", "Selected Consolidated Financial Information", and the Annual Financial Statements
and the related notes included elsewhere in this Offering Circular.
Furthermore, the non-IFRS measures included in this Offering Circular would also be considered
a non-GAAP financial measure in the United States of America.
VEDANTA EBITDA
Vedanta EBITDA is a non-IFRS measure and represents earnings before special items,
depreciation, amortisation, other gains and losses, interest and tax. EBITDA is widely used by
securities analysts, investors and other interested parties to evaluate the profitability of companies.
Vedanta EBITDA eliminates potential differences in performance caused by variations in capital
structures (affecting net finance costs), tax positions (such as the availability of net operating losses
against which to relieve taxable profits), the cost and age of tangible assets (affecting relative
depreciation expense) and the extent to which intangible assets are identifiable (affecting relative
amortisation expense).
Vedanta EBITDA based measures have important limitations as an analytical tool, and you
should not consider them in isolation or as substitutes for analysis of the results of operations.
Some of these limitations are:
·
They do not reflect the impact of significant interest expense or the cash requirements
necessary to service interest or principal payments in respect of any borrowings, which
could further increase if Vedanta incurs more debt.
·
They do not reflect the impact of income tax expense on Vedanta's operating performance.
viii