/ 㠗 VALE OVERSEAS 6.25 10/08/26 (US91911TAP84)

07.11.2017

, , Π-ʻ Euroclear Bank N.A.: / 㻠 VALE OVERSEAS 6.25 10/08/26 (US91911TAP84), , .*

--------------- EVENT DETAILS -------------------
INFORMATION SOURCE: INFORMATION AGENT:
.
D.F. KING AND CO. EMAIL: PREMIUMLIQUIDITY(AT)DFKING.COM
CONFIRMATION: (212) 269-5552
BANKS AND BROKERS: (212) 269-5550
USTOLLFREE: (800) 821-2803
48WALLSTREET, 22ND FLOOR
NEW YORK, NY10005
.
GENERAL INFORMATION
.------------------
THE PURPOSE OFTHE TENDER OFFER ISTOPURCHASE NOTES UPTOTHE
MAXIMUM TENDER AMOUNT FOR CASH UPON THE TERMS AND SUBJECT TOTHE
CONDITIONS SET FORTH INTHIS OFFER TOPURCHASE
.
1. TENDER AND CONSENT: NOT APPLICABLE
.
2. CONDITIONS AND RESTRICTIONS: CERTAIN RESTRICTIONS MAY APPLY.
.
REFER TOTHE OFFER DOCUMENTATION FOR THE COMPLETE CONDITIONS AND
RESTRICTIONS OFTHIS OFFER
.
TIMETABLE
.--------
. EXPECTED EARLY SETTLEMENT DATE: 20/11/2017
. EXPECTED LATE SETTLEMENT DATE: 06/12/2017
.
ENTITLEMENT
.----------
1. PURCHASE PRICE:
.
. TOTAL CONSIDERATION: USD 1,122.68PER USD 1,000
. EARLY PARTICIPATION PAYMENT: USD 50PER USD 1,000
. TENDER OFFER CONSIDERATION: USD 1,072.68PER USD 1,000
.
2. ACCRUED AND UNPAIDINTEREST: ACCRUED AND UNPAIDINTEREST WILL
BEPAIDUP TO, BUT NOT INCLUDING, THE SETTLEMENT DATE
.
3. MINIMUM AGGREGATE ACCEPTANCE AMOUNT: THE TENDER OFFER ISNOT
CONDITIONAL ONAMINIMUM AGGREGATE AMOUNT OFSECURITIES BEING
TENDERED.
.
4. TENDER CAP: USD 25,000,000AGGREGATE AMOUNT OFOUTSTANDING
SECURITIES.
.
5. PRORATION: IFTHE TENDER CAP ISEXCEEDED, INSTRUCTIONS TO
TENDER WILLBE ACCEPTED ONAPRO RATA BASIS
.
DEPENDING ONTHE AMOUNT TENDERED AND THE PRO RATA FACTOR APPLIED,
IF(I) THE PRINCIPAL AMOUNT OFNOTES VALIDLY TENDERED FOR
PURCHASE WOULD, ASARESULT OFPRO-RATION, BELESS THAN THE
MINIMUM DENOMINATIONOR (II) THE PRINCIPAL AMOUNT OFNOTES
RETURNED TOAHOLDER ASARESULT OFPRO-RATION WOULDRESULT IN
LESS THAN THE MINIMUM DENOMINATION BEING RETURNED TOSUCH HOLDER,
THE PURCHASER WILLACCEPT ALLOF SUCH HOLDERS VALIDLY TENDERED
NOTES
.
6. POOLFACTOR: NOT APPLICABLE
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE ANOFFER
TOSELLOR THE SOLICITATION OFANOFFER TOBUY ANY SECURITIES BY
ANYONE INANY JURISDICTION.
ITISNOT, AND SHOULDNOT BECONSTRUED ORTREATED AS, INVESTMENT
ORFINANCIAL ADVICE. INPROVIDING THIS INFORMATION, EUROCLEAR
BANK ISNOT ACTING ASAGENT OFTHE ISSUER.
BYSENDING ANINSTRUCTION TOEUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OFTHE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS ORREQUIREMENTS, INCLUDING BUT NOT LIMITED
TOHOLDING AND TRANSFER RESTRICTIONS.
IFHOLDING AND TRANSFER RESTRICTIONS WOULDPROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TOHOLDTHE PROCEEDS OFA
CORPORATE EVENT INYOUR ACCOUNT INEUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TOSEND AN
INSTRUCTION TOALLOW THE TRANSFER OFTHESE PROCEEDS TOANACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
.

*Π-ʻ , Euroclear Bank N.A.

Ġ ISIN
CA000000552388 US91911TAP84 VALE OVERSEAS 6.25 10/08/26