Ruias go ahead with 70 pence/share offer for Essar Energy

Offer slammed by company's independent committee

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 company.

"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 northwest England.

EGFL, which owns about 78% of Essar Energy, said last month it was considering making an offer for the stake it does not own.

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% 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% of a company's stock be available for trading.

MULTIPLE PROBLEMS

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.