* Company's independent panel says offer 'materially
* Panel urges shareholders, bond holders to take no action
March 14 India's billionaire Ruia family stuck
to the 70 pence per share it indicated earlier for buying out
the minorities in its London-listed Essar Energy Plc,
an offer slammed again by the company's independent committee.
The committee said the offer from Essar Global Fund Ltd
(EGFL) 'materially undervalued' the London-listed resources
"EGFL, which is ideally placed to assess the value of Essar
Energy and its prospects, itself recognised in November 2013
that the company was worth at least 97 pence per share," Philip
Aiken AM, the chairman of the independent committee, said in a
statement on Friday.
Essar Energy owns a series of power and oil assets in India
and also operates UK's second-biggest oil refinery - Stanlow in
EGFL, which owns about 78 percent of Essar Energy, said last
month it was considering making an offer for the stake it does
Brothers Shashi and Ravi Ruia are 'beneficiaries' of Essar
Global Fund. Ravi Ruia also sits on Essar Energy's board along
with his nephew Prashant Ruia.
The indicative offer was rejected by the independent
committee set up to assess the proposal.
The company's minority shareholders Standard Life and
Henderson Global had also called the offer opportunistic.
The independent committee on Friday also urged Essar
Energy's shareholders and holders of its convertible bonds to
take no action pending a further announcement.
Standard Life and Henderson declined to comment.
EGFL, which made the offer through its subsidiary Energy
Bidco Holdings Ltd, also proposed to acquire the 4.25 percent
convertible bonds due 2016 guaranteed by Essar Energy.
The offer valued at $793 million the remaining stake and
convertible bonds in Essar Energy, EGFL said.
The bid is a U-turn from EGFL's earlier plan to sell Essar
Energy shares to dilute its stake to meet UK listing norms,
which require that at least 25 percent of a company's stock be
available for trading.
Essar Energy has faced a string of problems since its
listing in London nearly four years ago including slow growth in
its Indian operations, delays in getting coal licences, a tough
tax regime and a fall in refining margins at Stanlow.
Essar Energy stock's value has eroded significantly, closing
at 66.55 pence on Friday before the offer was made, compared
with its listing price of 420 pence in 2010.
"The loss for EGFL has been more than US$6 billion and there
is a concern about further deterioration in the share price of
Essar Energy and the impact on EGFL and other stakeholders," the
fund said in a statement.
The Ruia brothers, whose interests span energy, telecoms,
steel and shipping, had a combined net worth of about $4.9
billion as of March 2014, according to Forbes.
VTB Capital acted as financial adviser to EGFL and Bidco.