Pjsc Tatneft Regulatory News (ATAD)

26 Jun 2006 08:04

O.A.O. Tatneft26 June 2006 June 26, 2006 On June 26, 2006, OAO Tatneft issued the following press release: June 26, 2006 For immediate release OAO Tatneft announces its intention to delist from the New York Stock Exchangeand to terminate its registration with the SEC OAO Tatneft (NYSE: TNT; LSE: ATAD) (the "Company") announced today that it plansto delist voluntarily from the New York Stock Exchange (the "NYSE") so as toconcentrate trading in its equity securities outside of the Russian Federationon the London Stock Exchange (the "LSE"). In addition, when circumstancespermit, the Company intends to apply for termination of the registration of itsordinary shares with the U.S. Securities and Exchange Commission (the "SEC"). The decision to delist from the NYSE and to terminate the registration with theSEC has been taken following a review of the appropriateness of maintainingmultiple international listings. The Company is the only major Russian issuerto have a listing in both London and New York. Given the increase in recentyears in costs associated with the registration of the Company's securities withthe SEC, a decision was made to concentrate international trading of theCompany's equity securities in London. The Company believes that direct costsavings, resulting from the planned de-listing and deregistration in the UnitedStates, can be realized for shareholders and that the focus on a singleinternational trading market for the Company's equity securities may increaseliquidity. The Company currently expects to file its application for delisting from theNYSE in mid-August 2006. Following delisting from the NYSE and pending thefiling of the Company's application for deregistration from the SEC, the Companywill remain subject to the regulations of the SEC. To facilitate termination ofthe registration of its ordinary shares with the SEC, the Company is consideringamendments to the deposit agreement relating to its ADR facility (the "DepositAgreement") that would prevent persons resident in the United States (other thancertain "qualified institutional buyers" identified by the Company acting in itssole discretion) from participating in the facility. The Company currentlyexpects that The Bank of New York, the depositary for the ADR facility (the "Depositary") and the Company will sign these amendments, and that the Depositarywill give formal notice of the amendments to registered owners of ADRs, on orabout July 10, 2006. The Company intends to reserve the right to refrain fromimplementing the proposed amendments to the Deposit Agreement in the event thatthe SEC adopts new rules relating to deregistration in a form that would permitthe Company to deregister without implementing those amendments. The Company's representatives will discuss the planned delisting andderegistration and U.S. GAAP financial highlights for 2004 and the first half of2005 on a conference call at 9 a.m., Eastern Daylight Time, 2 p.m. BritishSummer Time, 5 p.m. Moscow time on Tuesday, June 27, 2006. To participate inthis conference call, dial one of the following numbers using participant codeC915967: U.K.: +44 (20) 8996 3920U.S.: +1 (888) 481 7939 (toll free from the U.S.)U.S.: +1 (617) 847 8707 Further information on the Company's current expectations regarding timing ofthe various steps associated with the planned delisting and the proposedamendments to the Deposit Agreement can be found in Appendix A. Furtherinformation regarding the proposed amendments to the Deposit Agreement andrelated matters can be found in Appendix B. For additional information, please contact: MediaUK Greg Quine Jon Simmons Andrew Dowler Financial Dynamics, London +44 (20) 7831 3113 USA Brian Maddox Greg Jawski Financial Dynamics, New York +1 (212) 850 5600 Russia Michael Guerin Financial Dynamics, Moscow +7 (495) 795 0623 Investor Relations: Vladlen VoskoboinikovVasily MozgovoiOAO Tatneft+7 (495) 980 5226 Important disclaimer: This document contains "forward-looking statements" as that term is defined inthe Private Securities Litigation Reform Act of 1995. Forward-lookingstatements are identified by the words "expects," "intends," "will," "seeks," "plans," "proposes," "anticipates" and similar expressions. Forward-lookingstatements are based on current plans, estimates and projections. A number offactors could cause actual results or outcomes to differ materially from thoseexpressed in or implied by the forward-looking statements, including the risk oflegal or regulatory action that may delay amendment of the Deposit Agreement,termination of registration of the Company's ordinary shares with the SEC orother proposed measures described in this press release, the risk that tradingin the Company's securities may not develop as currently expected, as well asthe risks described in the documents that the Company has filed with the SEC,including the Annual Report on Form 20-F for 2004 as filed with the SEC on thedate of this press release. Investors and security holders can obtain a freecopy of documents that the Company has filed with the SEC at www.sec.gov.Forward-looking statements speak only as of the date they are made, and theCompany does not undertake any duty to update or revise forward-lookingstatements. Appendix A Expected Timetable The Company currently expects to proceed with the delisting from the NYSE andthe amendments to the Deposit Agreement on the timetable set forth below, whichis subject to change in the discretion of the Company. The proposed amendmentsto the Deposit Agreement and the establishment of a new Rule 144A depositfacility (as defined in Appendix B) also are subject to the Company obtainingany regulatory approvals that may be required in the Russian Federation orelsewhere. June 30, 2006 Board of Directors of the Company considers a resolution authorizing the Company to (a) amend Deposit Agreement, (b) enter into new deposit agreement relating to the Rule 144A Deposit Facility, (c) apply for delisting from the NYSE, and (d) apply, when circumstances permit, for termination of registration of the Company's ordinary shares with the SEC July 7, 2006 The Company files with the SEC a post-effective amendment to the Registration Statement on Form F-6 relating to the ADRs to remove from registration all previously registered but unissued ADRs July 10, 2006 The Company and the Depositary sign amendments to Deposit Agreement; Depositary gives notice of amendments to Owners (as defined in Deposit Agreement) August 10, 2006 Amendments to Deposit Agreement take effect August 18, 2006 The Company files its application for delisting from the NYSE August 18, 2006 Expected date of announcement of the Certification Date (see Appendix B) Fourth quarter, 2006 Filing with the SEC of the Company's annual report on Form 20-F for the year ended December 31, 2005 Fourth quarter, 2006 Certification Date (see Appendix B) Fourth quarter, 2006 (within few business days after Depositary commences sale (outside the U.S.) ofthe Certification Date) ordinary shares underlying all GDRs except those beneficially owned by persons who (i) have certified that they are not "resident in the United States" or (ii) have certified that they are QIBs and have been approved by the Company Fourth quarter, 2006 (following completion of sales Beneficial owners other than those who (i) haveof ordinary shares by the Depositary) certified that they are not "resident in the United States" or (ii) have certified that they are QIBs and have been approved by the Company, may receive pro rata net proceeds of sale of shares underlying their GDRs against surrender of their GDRs and payment of the Depositary's fee and any other applicable charges and taxes Appendix B Proposed Amendments to Deposit Agreement The proposed amendments to the Deposit Agreement would include principally thefollowing: • Requiring that, on or before a date designated by the Company and the Depositary with at least 30 days' prior notice to owners of ADRs (the " Certification Date"), beneficial owners of the ADRs must certify either (i) that they are not resident in the United States or (ii) that they are " qualified institutional buyers" or "QIBs" and that they request to be permitted to continue to hold GDRs following the Certification Date;(1) • Redesignating the ADRs as "Global Depositary Receipts" ("GDRs") with effect as of a few business days after the Certification Date; • Introducing a provision that the ordinary shares underlying all GDRs except those beneficially owned by persons who, on or before the Certification Date, (i) have certified that they are not "resident in the United States" or (ii) have certified that they are QIBs and have been approved by the Company, will be sold by Depositary outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and that, upon completion of those sales, the proceeds of those sales will be transferred to the beneficial holders of such GDRs; • Introducing a provision that deposits into the restructured GDR facility will be accepted only from persons who are not resident in the United States; and • Introducing a provision that transfers of the GDRs may not be made to U.S.-resident persons other than to QIBs who take delivery pursuant to a new deposit facility that the Company intends to establish to permit (i) purchase and holding of depositary receipts representing the Company's ordinary shares by U.S.-resident QIBs and (ii) trading in such depositary receipts among U.S.-resident QIBs (the "Rule 144A Deposit Facility"). The amendments to the Deposit Agreement would provide that the Company mayinstruct the Depositary to refrain from selling ordinary shares underlying GDRsbeneficially owned by certain QIBs identified by the Company acting in its solediscretion, even if such QIBs are resident in the United States. The Companycurrently expects to exercise this discretion to permit certain U.S.-residentQIBs with the largest holdings of ADRs prior to the Certification Date tocontinue to hold GDRs after the Certification Date, so long as this does not inthe Company's view jeopardize the Company's ability to terminate theregistration of its ordinary shares with the SEC under applicable rules. Theamendments to the Deposit Agreement also would provide that the Company may,from time to time, serve a mandatory notice on any one or more such QIBs(identified by the Company, acting in its sole discretion) requiring them totransfer their GDRs to a non-U.S. resident person or, upon expiration of areasonable period, to require the ordinary shares underlying the GDRsbeneficially owned by such QIBs to be sold by the Depositary outside the UnitedStates pursuant to Regulation S under the Securities Act, and that, uponcompletion of those sales, the proceeds of those sales will be transferred tosuch QIBs. The new deposit agreement that the Company and the Depositarypropose to enter to establish the Rule 144A Deposit Facility would contain asimilar provision. The GDRs would remain listed on the LSE. The depositary receipts issued fromthe Rule 144A Deposit Facility would not be listed on the LSE or on any othersecurities exchange. The Company is aware that the SEC has proposed new rules governing terminationof registration of securities under the Securities Exchange Act of 1934, asamended. Such rules, when adopted by the SEC, may permit the Company toterminate the registration of its ordinary shares with the SEC without the needto amend its Deposit Agreement as described above. If and when such rules areadopted, the Company intends to reassess the Deposit Agreement (and the newdeposit agreement relating to the Rule 144A Deposit Facility) to determinewhether restrictions on participation in the related depositary receiptfacilities by persons resident in the United States could be relaxed withoutjeopardizing the Company's ability to terminate the registration of its ordinaryshares with the SEC. -------------------------- (1) Under the amendments to the Deposit Agreement, a beneficial owner's certification that he, she or it either (i) is not "resident in the United States" or (ii) is a QIB and requests permission to continue to hold GDRs will not be effective unless the beneficial owner, together with the certification, deposits its GDR with the Depositary or transfers the relevant GDRs to a blocked account with The Depository Trust Company, in either case until after the Certification Date. The purpose of this requirement is to prevent beneficial owners that have either (i) certified non-U.S. residence or (ii) certified QIB status and requested permission to continue to hold GDRs from transferring their ADRs to a person who is resident in the United States prior to the Certification Date. This information is provided by RNS The company news service from the London Stock Exchange