Pjsc Tatneft Regulatory News (ATAD)

29 Nov 2006 14:48

O.A.O. Tatneft29 November 2006 THIS PRESS-RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTOTHE UNITED STATES For immediate release OAO Tatneft announces offering of ordinary shares underlying former ADRsrepresenting those shares 29 November 2006 OAO Tatneft (LSE: ATAD) (the "Company") announces today that Merrill Lynch willco-ordinate the offering of approximately 35.5 million ordinary shares of theCompany held by The Bank of New York (the "Depositary") underlying the formerAmerican Depositary Receipts which became "ineligible GDRs" as a result of thereorganization of the Company's American Depositary Receipt facility undertakenin connection with the Company's intention to terminate the registration of itssecurities with the U.S. Securities and Exchange Commission (the "SEC"). The securities will be sold in the form of ordinary shares as well as GlobalDepositary Receipts ("GDRs") representing those shares outside the United Statesof America in reliance on Regulation S under the U.S. Securities Act of 1933.The transaction will not include a public offering of the Company's securitiesor an offering of any securities by the Company in any jurisdiction. The proceeds available from the sale of the securities, after deductions andwithholdings relating to the sale, will be made available to the holders ofineligible GDRs pursuant to the terms of the Amended and Restated DepositAgreement relating to the Company's depositary receipts facility. The Companywill announce the price at which the sale will be made when the price becomesknown to it. On June 26, 2006, the Company announced its intention to terminate theregistration of its securities with the SEC when circumstances permit. On July10, 2006, the Company and the Depositary entered into the Amended and RestatedDeposit Agreement. On September 15, 2006, the Company's delisting from The NewYork Stock Exchange took effect. The Company subsequently designated November15, 2006 as a "Certification Date" under the Amended and Restated DepositAgreement. On or before the Certification Date all holders of the Company'sdepositary receipts had to certify to the Depositary that they are eithernon-resident in the United States or Qualified Institutional Buyers wishing tocontinue to hold the Company's depositary receipts. The depositary receiptsbeneficially owned by persons who have provided respective certifications to theDepositary were redesignated as GDRs (CUSIP: US6708312052). Currently, theCompany's ordinary shares are traded on MICEX and RTS, and GDRs are traded onthe London Stock Exchange and Deutsche Boerse. For more information, please contact: Media UK Greg Quine Jon Simmons Andrew Dowler Financial Dynamics, London +44 (20) 7831 3113 Russia Michael Guerin Financial Dynamics, Moscow +7 (495) 795 0623 Investor Relations: Vasily MozgovoiOAO Tatneft+7 (495) 980 5226 Forward-looking statements: This press release contains certain forward-lookingstatements of OAO Tatneft. OAO Tatneft can give no assurance that any of theevents mentioned in such statements will occur, or as to the precise timing oftheir occurrence. Other important legal notices: Merrill Lynch is acting for OAO Tatneft as afinancial adviser, and will not be responsible to anyone other than OAO Tatneftfor providing the protections afforded to clients of Merrill Lynch or forproviding advice in relation to the matters contained in this announcement orany matter concerning the transaction described herein. This press release is for information only and does not constitute an offer tosell, purchase, exchange or transfer any securities or a solicitation of anysuch offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered underthe U.S. Securities Act of 1933, as amended (the "Securities Act"), and may notbe offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. Neither OAO Tatneft nor any otherparticipant in the transactions described herein intends to register anysecurities under the Securities Act or with any securities regulatory authorityof any state or other jurisdiction in the United States in connection with thetransaction described in this announcement, and there will be no public offeringof the securities in the United States. This press release is not a public offer or advertisement of any securities inthe Russian Federation, and is not an offer, or an invitation to make offers, topurchase, sell, exchange or transfer any securities in the Russian Federation orto or for the benefit of any Russian person or entity. Information contained inthis document is not an offer, or an invitation to make offers, sell, purchase,exchange or transfer any securities in the Russian Federation or to or for thebenefit of any Russian person or any person in the Russian Federation, and doesnot constitute an advertisement of any securities in the Russian Federation. The GDRs have not been and will not be registered in the Russian Federation andare not intended for "placement" or "public circulation" in the RussianFederation. This announcement and any offer described in it if made subsequently is onlyaddressed to and directed at persons in member states of the European EconomicArea who are "qualified investors" within the meaning of Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC). Offers will be made only to personsfalling within Article 19(5) and/or 49(2) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005, as amended. This information is provided by RNS The company news service from the London Stock Exchange