Cerillion Regulatory News (CER)

28 Sep 2007 11:42

OAO Severstal28 September 2007 SEVERSTAL 28 September 2007 CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC Summary * Centroferve, a wholly owned subsidiary of Severstal, today announces its intention to make an all cash Offer of £2.70 per Share for the entire issued and to be issued share capital of Celtic Resources Holdings plc ("Celtic"), representing a premium of 43.6% to Celtic's volume weighted average share price for the three months to 17 September 2007. * The Offer provides Celtic Shareholders with an opportunity to realise significant value, in cash, at a substantial premium to Celtic's pre-announcement share price. * Bluecone, a wholly owned subsidiary of Severstal, is Celtic's largest shareholder and currently holds approximately 29.7 per cent of the issued share capital of Celtic. Bluecone has irrevocably undertaken to accept the Offer. In addition, Centroferve has received a letter of intent to accept the Offer from Barrick Gold Corporation in respect of a further 3,688,191 Celtic Shares which, when combined with the irrevocable undertaking, represents approximately 36.3 per cent of Celtic's issued share capital. * This represents the first step in Severstal Resurs' strategy of developing a major gold producing business, with a competitive advantage operating in Russia and neighbouring regions. * The Offer provides an attractive opportunity for Severstal Resurs to acquire a large resource in Kazakhstan and Russia, that would benefit from Russian operating expertise, whilst at the same time offers Celtic Shareholders the opportunity to realise a significant and immediate cash premium. The Offer is consistent with Severstal Resurs' strategy of diversifying into non-ferrous metals. * Offer Under the terms of the Offer, Celtic Shareholders will be entitled to receive£2.70 per Celtic Share in cash. The Offer values the entire issued and to beissued share capital of Celtic at approximately £161 million. * The Offer will be subject to the conditions set out in Appendix I and to the further terms to be set out in the Offer Document. * The Offer represents a premium of approximately: o 41.4 per cent. to the volume weighted average Celtic share price for the one month to 17 September 2007; o 43.6 per cent. to the volume weighted average Celtic share price for the three months to 17 September 2007; and o 51.7 per cent. to the volume weighted average Celtic share price for the twelve months to 17 September 2007. * Irrevocable Undertakings * Centroferve has received irrevocable undertakings or letters of intent to accept or procure acceptance of the Offer from Celtic Shareholders in respect of 20,271,193 Celtic Shares, representing approximately 36.3 per cent of entire issued share capital of Celtic. * The irrevocable undertaking from Bluecone, which owns in total 16,583,002 Celtic Shares representing approximately 29.7 per cent. of the issued share capital of Celtic, will cease to be binding only if the Offer lapses or is withdrawn. Commenting on the Offer on behalf of the Centroferve Board, Roman Deniskin, CEOof Severstal Resurs, said: "We believe this offer represents an exceptionally attractive price and providesCeltic Shareholders with an opportunity to realise a substantial cash premium -we are offering a 43.6% premium to Celtic's 3 month volume weighted averageshare price to 17 September 2007 and a 51.7% premium to Celtic's 12 month volumeweighted average share price to 17 September 2007. The acquisition is consistentwith Severstal's strategy and vision of diversifying into non-ferrous metalsand, specifically, building a world class gold company to create long term valuefor shareholders." This summary should be read in conjunction with the full text of the followingannouncement. Appendix II contains sources and bases for certain informationcontained in this summary and the following announcement. Appendix III containsdefinitions of certain terms used in this summary and the followingannouncement. Enquiries: Centroferve Tel: +7 495 9810910 ext.6633Roman DeniskinNikolai Zelenski Morgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusColm DonlonArash Mahdaviani FD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton The directors of Centroferve and the directors of Severstal acceptresponsibility for the information contained in this announcement save that theonly responsibility accepted by the directors of Centroferve and by thedirectors of Severstal for information relating to the Celtic Group, which hasbeen compiled from published sources, has been to ensure that such informationhas been correctly and fairly reproduced or presented (and no steps have beentaken by the directors of Centroferve or the directors of Severstal to verifythis information). To the best of the knowledge and belief of the directors ofCentroferve and the directors of Severstal (who have taken all reasonable careto ensure that such is the case), the information contained in this announcementfor which they accept responsibility is in accordance with the facts and doesnot omit anything likely to affect the import of such information. Morgan Stanley & Co. Limited ("Morgan Stanley") is acting exclusively forCentroferve and Severstal Resurs and no one else in connection with the Offerand Morgan Stanley will not regard any other person as a client in relation tothe Offer and will not be responsible to anyone other than Centroferve andSeverstal Resurs for providing the protections afforded exclusively to itsclients or for providing advice in relation to the Offer, the contents of thisannouncement or any transaction or arrangement referred to herein. The Offer will not be made, directly or indirectly, in or into any jurisdictionwhere it would be unlawful to do so, or by use of the mails, or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce, or by any facility of anational securities exchange of any jurisdiction where it would be unlawful todo so, and the Offer will not be capable of acceptance by any such means,instrumentality or facility from or within any jurisdiction where it would beunlawful to do so. Accordingly, copies of this announcement and all otherdocuments relating to the Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in, into or from any jurisdiction whereit would be unlawful to do so. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may invalidate any related purported acceptanceof the Offer. Notwithstanding the foregoing restrictions, Centroferve reservesthe right to permit the Offer to be accepted if, in its sole discretion, it issatisfied that the transaction in question is exempt from or not subject to thelegislation or regulation giving rise to the restrictions in question. This announcement does not constitute an offer to sell or an invitation topurchase or the solicitation of an offer to purchase or subscribe for anysecurities. Any response in relation to the Offer should be made only on thebasis of the information contained in the Offer Document or any document bywhich the Offer is made. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theOffer, the Celtic Group and the Severstal Group. Generally, the words 'will','may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes','expects', 'intends', 'anticipates', 'estimates' or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such a future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Neither Centroferve nor Severstal assumes anyobligation in respect of, nor intends to update, these forward-lookingstatements, except as required pursuant to applicable law. This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules. Any person who is a holder of one per cent. or more of the Celtic Shares mayhave disclosure obligations under Rule 8.3 of the Irish Takeover Rules,effective from the date of the commencement of the Offer Period. The Offer will be made in the United States pursuant to an exemption from the UStender offer rules provided by Rule 14d-1(c) under the US Exchange Act. Notice to US holders of Celtic Shares: The Offer will be made for the securities of an Irish public limited companywhose shares are listed on the AIM market in the UK and is subject to Irish andUK disclosure requirements, which are different from those of the United States.The Offer will be made in the United States pursuant to applicable US tenderoffer rules and otherwise in accordance with the requirements of the IrishTakeover Rules. Accordingly, the Offer will be subject to disclosure and otherprocedural requirements, including with respect to withdrawal rights, offertimetable, settlement procedures and timing of payments that are different fromthose applicable under US domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a US holder of Celtic Shares may bea taxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of CelticShares is urged to consult his independent professional adviser immediatelyregarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Celtic Shares to enforce their rights andany claim arising out of the US federal securities laws, since Centroferve andCeltic are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of CelticShares may not be able to sue a non-US company or its officers or directors in anon-US court for violations of the US securities laws. Further, it may bedifficult to compel a non-US company and its affiliates to subject themselves toa US court's judgement. In accordance with normal Irish and UK practice and pursuant to Rule 14e-5(b) ofthe US Exchange Act, Centroferve or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, or arrangements topurchase, Celtic Shares outside the United States, other than pursuant to theOffer, before or during the period in which the Offer remains open foracceptance. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in Ireland and the UK, will bereported to a Regulatory Information Service of the UK Listing Authority andwill be available on the London Stock Exchange website,www.londonstockexchange.com. Not for release, publication or distribution, in whole or in part, in, into orfrom Canada, South Africa, Australia, Japan or any other jurisdiction where itwould be unlawful to do so. 28 September 2007 CASH OFFER BYCENTROFERVE LIMITEDA WHOLLY OWNED SUBSIDIARY OF SEVERSTALFOR CELTIC RESOURCES HOLDINGS PLC 1. Introduction Centroferve, a wholly owned subsidiary of Severstal, today announces itsintention to make an all cash Offer of £2.70 per Share for the entire issued andto be issued share capital of Celtic Resources Holdings plc ("Celtic"). The Offer will be subject to the conditions set out in Appendix I and to thefurther terms to be set out in the Offer Document, which will be sent to CelticShareholders in due course. Appendix II contains sources and bases for certain information contained in thisannouncement, and Appendix III contains definitions of certain terms used inthis announcement. 2. The Offer Subject to the conditions set out in Appendix I and the further terms to be setout in the Offer Document, Celtic Shareholders who accept the Offer willreceive: for each Celtic Share £ 2.70 in cash The Offer values the entire issued and to be issued share capital of Celtic atapproximately £161 million. The Offer represents a premium of approximately: o 41.4 per cent. to the volume weighted average Celtic share price for the one month to 17 September 2007; o 43.6 per cent. to the volume weighted average Celtic share price for the three months to 17 September 2007; and o 51.7 per cent. to the volume weighted average Celtic share price for the twelve months to 17 September 2007. The Celtic Shares will be acquired pursuant to the Offer fully paid or creditedas fully paid and free from all liens, charges, equitable interests,encumbrances, rights of pre-emption and any other rights and interests of anynature whatsoever and together with all rights now and hereafter attachingthereto, including voting rights and the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid on or afterthe date of this announcement. 3. Background to and reasons for the Offer The Centroferve Board believes that the Offer represents attractive value forCeltic Shareholders and fully reflects the potential of Celtic's assets. The Centroferve Board considers the acquisition of Celtic to be an attractiveopportunity to acquire a gold resource in Russia and Kazakhstan, and isconsistent with Severstal's strategy to diversify into non-ferrous mining in theCIS region. Centroferve believes that under its ownership and management, Severstal'stechnical expertise, financial resources and local relationships can be broughtto bear to more effectively implement the future development of Celtic's assets.Furthermore, an acquisition of Celtic is consistent with Severstal's vision ofdelivering strong returns through creating sustainable long term value fromattractive mining assets. 4. Reasons for the unilateral Offer On 5 September 2007 Severstal Resurs approached both the Chief Executive Officerand Chairman of Celtic with the terms of a possible cash offer. This proposalwas conditional upon the provision of limited due diligence to the reasonablesatisfaction of Severstal Resurs and the unanimous recommendation of the CelticBoard. Severstal Resurs reserved the right to waive, in whole or in part, any ofthese pre-conditions at its discretion. On 18 September the Celtic Board rejected Severstal Resurs' proposal and refusedto provide the limited due diligence requested. On 27 September Severstal Resurs again approached Celtic's Chief ExecutiveOfficer with a proposed cash offer without due diligence conditions and with aview towards securing a recommendation from the Celtic Board. This approach wasalso rejected and Celtic indicated that it did not believe there to be groundsfor reaching an agreed outcome. Notwithstanding Celtic's refusal to engage in meaningful dialogue, following theacquisition of the initial 22% interest in Celtic Shares, Severstal Resursreceived unsolicited approaches from certain shareholders requesting that itextend the opportunity to other shareholders to exit at similar values. Theseapproaches included East Guardian Opportunity Fund, which resulted in a further4.6% being acquired by Bluecone, a subsidiary of Severstal. In light of Celtic's refusal to engage in discussions and requests from Celtic'sshareholders to Severstal Resurs to extend its Offer to all Celtic Shareholders,the Severstal Group has therefore decided to pursue the transaction on aunilateral basis. In the event that Centroferve does not reach the 80% acceptance level requiredfor compulsory acquisition of Celtic Shares, the Severstal Group intends to runCeltic as a subsidiary in accordance with its own strategy, subject toregulatory requirements and minority shareholder rights. 5. Irrevocable Undertakings Centroferve has received an irrevocable undertaking from Bluecone and a letterof intent from Barrick Gold Corporation to accept or procure acceptance of theOffer from Celtic Shareholders in respect of 20,271,193 Celtic Shares,representing approximately 36.3 per cent of the issued share capital of Celtic. The irrevocable undertaking from Bluecone, which owns in total 16,583,002 CelticShares representing approximately 29.7 per cent. of the issued share capital ofCeltic, will cease to be binding only if the Offer lapses or is withdrawn. 6. Information on Celtic Celtic operates the Suzdal and Zherek gold mines in Eastern Kazakhstan. Celticalso has a 50% stake in the Shorskoye operating molybdenum mine in Kazakhstan aswell as a 74.5% stake in the Tominskoye copper/gold project in the Chelyabinskregion in Russia. Celtic produced approximately 51,785 ozs of gold in 2006. 7. Information on Centroferve and Severstal Centroferve is a wholly owned subsidiary of Severstal. Centroferve has beenacquired for the purposes of making the Offer and, since its incorporation, hasnot engaged in any material trading activities other than in relation to theOffer. The Global Despositary Receipts of Severstal are listed on the London StockExchange. Mr. Alexey Mordashov, Severstal's CEO, controls directly or indirectlyapproximately 82% of Severstal's issued share capital. The balance is heldprimarily by institutional investors and employees of the Severstal Group.Severstal Resurs manages all of Severstal's mining operations and also managesscrap metal operations in Russia. The mining operations of the Severstal Groupconsist of four high-quality mining complexes in northwest Russia and in WesternSiberia producing iron ore and coking coal. Severstal is the second largest producer of pellets and coking coal in Russia.In 2006, Severstal Resurs produced 5.6 million tons of coking coal concentrate,2.0 million tons of coking coal, 3.0 million tons of steam coal, 9.5 milliontons of iron ore pellets and 4.5 million tons of iron ore concentrate. As at 1January 2006, Severstal had estimated iron ore reserves and resources of 792million tonnes and 962 million tonnes, respectively and, as at 1 April 2006, hadestimated coal reserves and resources of 419 million tonnes and 249 milliontonnes, respectively. Severstal Resurs also owns a number of scrap metal yardsin the northwestern, central and southern parts of Russia. 8. Financing The cash payable to Celtic Shareholders under the terms of the Offer will befunded by loan facilities to be made available to Centroferve by other membersof the Severstal Group. Further information on the financing of the Offer will be set out in the OfferDocument. Morgan Stanley is satisfied that the necessary financial resources are availableto Centroferve to satisfy full acceptance of the Offer. 9. Celtic Board, Management and Employees The Centroferve Board confirms that, following the Offer becoming unconditionalin all respects, the existing employment rights, including pension rights, ofall employees of the Celtic Group will be fully safeguarded. 10. Celtic Share Option Schemes and Celtic Warrants The Offer extends to all Celtic Shares unconditionally allotted or issuedpursuant to the exercise of options under the Celtic Share Option Schemes orpursuant to the exercise of Celtic Warrants, or otherwise while the Offerremains open for acceptance. Centroferve will make appropriate proposals to Celtic Optionholders and CelticWarrantholders in due course. 11. Delisting, cancellation of trading and compulsory acquisition If the Offer is declared unconditional in all respects and sufficientacceptances have been received to permit it to do so, Centroferve intends toapply the provisions of section 204 of the Companies Act, 1963 to acquirecompulsorily any Celtic Shares not acquired or agreed to be acquired pursuant tothe Offer or otherwise on the same terms as the Offer. It is intended that, subject to the Offer being declared unconditional in allrespects, and subject to Centroferve receiving sufficient acceptances of theOffer to permit it to do so, Centroferve will procure that Celtic applies forcancellation of the admission to trading of the Celtic Shares on AIM. It isexpected that such cancellation will take effect no earlier than 20 businessdays after Centroferve has acquired or agreed to acquire 75 per cent. of thevoting rights attached to the Celtic Shares. 12. Disclosure of interests in Celtic Save as disclosed in this announcement, as at the Latest Practicable Date,neither Centroferve nor, as far as Centroferve is aware, any person acting inconcert with Centroferve, owns or controls any Celtic Shares or any securitiesconvertible or exchangeable into, or rights to subscribe for or purchase, orholds any options to purchase any Celtic Shares or has entered into anyderivative referenced to Celtic Shares which remains outstanding, or has anyArrangement in relation to Celtic Shares. 13. General The Offer will be made subject to the conditions and further terms set out inAppendix I and to be set out in the Offer Document. The Offer Document willinclude full details of the Offer and the expected timetable and will beaccompanied by the Form of Acceptance. These will be despatched to CelticShareholders and, for information only, to holders of Celtic Options and CelticWarrants, in due course. The Offer will be governed by the laws of Ireland. TheOffer will be subject to the applicable requirements of the Irish TakeoverRules, the Panel, London Stock Exchange and applicable laws. Details of the sources and bases of certain information set out in thisannouncement are included in Appendix II. Certain terms used in thisannouncement are defined in Appendix III. This announcement is being made pursuant to Rule 2.5 of the Irish TakeoverRules. Enquiries: Centroferve Tel: +7 495 981 0910 ext.6633Roman DeniskinNikolai Zelenski Morgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusColm DonlonArash Mahdaviani FD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton The directors of Centroferve and the directors of Severstal acceptresponsibility for the information contained in this announcement save that theonly responsibility accepted by the directors of Centroferve and by thedirectors of Severstal for information relating to the Celtic Group, which hasbeen compiled from published sources, has been to ensure that such informationhas been correctly and fairly reproduced or presented (and no steps have beentaken by the directors of Centroferve or the directors of Severstal to verifythis information). To the best of the knowledge and belief of the directors ofCentroferve and the directors of Severstal (who have taken all reasonable careto ensure that such is the case), the information contained in this announcementfor which they accept responsibility is in accordance with the facts and doesnot omit anything likely to affect the import of such information. Morgan Stanley & Co. Limited ("Morgan Stanley") is acting exclusively forCentroferve and Severstal Resurs and no one else in connection with the Offerand Morgan Stanley will not regard any other person as a client in relation tothe Offer and will not be responsible to anyone other than Centroferve andSeverstal Resurs for providing the protections afforded exclusively to itsclients or for providing advice in relation to the Offer, the contents of thisannouncement or any transaction or arrangement referred to herein. The Offer will not be made, directly or indirectly, in or into any jurisdictionwhere it would be unlawful to do so, or by use of the mails, or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce, or by any facility of anational securities exchange of any jurisdiction where it would be unlawful todo so, and the Offer will not be capable of acceptance by any such means,instrumentality or facility from or within any jurisdiction where it would beunlawful to do so. Accordingly, copies of this announcement and all otherdocuments relating to the Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in, into or from any jurisdiction whereit would be unlawful to do so. Persons receiving such documents (including,without limitation, nominees, trustees and custodians) should observe theserestrictions. Failure to do so may invalidate any related purported acceptanceof the Offer. Notwithstanding the foregoing restrictions, Centroferve reservesthe right to permit the Offer to be accepted if, in its sole discretion, it issatisfied that the transaction in question is exempt from or not subject to thelegislation or regulation giving rise to the restrictions in question. This announcement does not constitute an offer to sell or an invitation topurchase or the solicitation of an offer to purchase or subscribe for anysecurities. Any response in relation to the Offer should be made only on thebasis of the information contained in the Offer Document or any document bywhich the Offer is made. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theOffer, the Celtic Group and the Severstal Group. Generally, the words 'will','may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes','expects', 'intends', 'anticipates', 'estimates' or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such a future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Neither Centroferve nor Severstal assumes anyobligation in respect of, nor intends to update, these forward-lookingstatements, except as required pursuant to applicable law. This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules. Any person who is a holder of one per cent. or more of the Celtic Shares mayhave disclosure obligations under Rule 8.3 of the Irish Takeover Rules,effective from the date of the commencement of the Offer Period. The Offer will be made in the United States pursuant to an exemption from the UStender offer rules provided by Rule 14d-1(c) under the US Exchange Act. Notice to US holders of Celtic Shares: The Offer will be made for the securities of an Irish public limited companywhose shares are listed on the AIM market in the UK and is subject to Irish andUK disclosure requirements, which are different from those of the United States.The Offer will be made in the United States pursuant to applicable US tenderoffer rules and otherwise in accordance with the requirements of the IrishTakeover Rules. Accordingly, the Offer will be subject to disclosure and otherprocedural requirements, including with respect to withdrawal rights, offertimetable, settlement procedures and timing of payments that are different fromthose applicable under US domestic tender offer procedures and law. The receipt of cash pursuant to the Offer by a US holder of Celtic Shares may bea taxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of CelticShares is urged to consult his independent professional adviser immediatelyregarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Celtic Shares to enforce their rights andany claim arising out of the US federal securities laws, since Centroferve andCeltic are located in non-US jurisdictions, and some or all of their officersand directors may be residents of non-US jurisdictions. US holders of CelticShares may not be able to sue a non-US company or its officers or directors in anon-US court for violations of the US securities laws. Further, it may bedifficult to compel a non-US company and its affiliates to subject themselves toa US court's judgement. In accordance with normal Irish and UK practice and pursuant to Rule 14e-5(b) ofthe US Exchange Act, Centroferve or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, or arrangements topurchase, Celtic Shares outside the United States, other than pursuant to theOffer, before or during the period in which the Offer remains open foracceptance. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in Ireland and the UK, will bereported to a Regulatory Information Service of the UK Listing Authority andwill be available on the London Stock Exchange website,www.londonstockexchange.com. Appendix I Conditions of the Offer The Offer by Centroferve will comply with the Irish Takeover Rules and, whererelevant, the AIM Rules and the rules and regulations of the London StockExchange and will be subject to the conditions set out below and the furtherterms to be set out in the Offer Document and Form of Acceptance. The Offer andany acceptances thereunder will be governed by Irish law and will be subject tothe exclusive jurisdiction of the courts of Ireland, which exclusivity shall notlimit the right to seek provisional or protective relief in the courts ofanother state, during or after any substantive proceedings have been institutedin Ireland, nor shall it limit the right to bring enforcement proceedings inanother state on foot of an Irish judgment. The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) bynot later than 3.00 p.m. (Dublin time) on the initial closing date (or suchlater time(s) and/or date(s) as Centroferve may, subject to the Irish TakeoverRules, decide) in respect of such number of Celtic Shares Affected which, whenaggregated with any Celtic Shares Affected beneficially owned or controlled bythe Centroferve Group on such date, carry in aggregate more than 50 per cent innominal value of the Celtic Shares Affected, and, where the Celtic SharesAffected are voting shares, more than 50 per cent. of the voting rights thenexercisable at a general meeting of Celtic. For the purposes of this condition: (i) any Celtic Shares which have been unconditionally allotted shall be deemedto carry the voting rights they will carry upon their being entered in theregister of members of Celtic; and (ii) the expression "Celtic Shares Affected" shall mean: (A) Celtic Shares which have been issued or unconditionally allotted on orbefore the date the Offer is made excluding any Celtic Shares which have beencancelled after the date on which the Offer is made; and (B) Celtic Shares which have been issued or unconditionally allotted after thedate the Offer is made but before the time at which the Offer closes, or suchearlier date as Centroferve may, subject to the Irish Takeover Rules, decide(not being earlier than the date on which the Offer becomes unconditional as toacceptances or, if later, the initial closing date) excluding any Celtic Shareswhich have been cancelled after the date the Offer is made; (b) Centroferve having obtained the consent of the Committee for the Protectionof Competition of the Ministry of Industry and Trade of the Republic ofKazakhstan or any other body which is responsible for anti-trust regulation inthe Republic of Kazakhstan for the economic concentration resulting from thedirect or indirect acquisition of up to 100% of the Celtic Shares (including theindirect acquisition of the shares in those members of the Wider Fleece Groupwhich are incorporated in Kazakhstan) by any member of the Wider CentroferveGroup in a form which is satisfactory to Centroferve; (c) Centroferve having received confirmation from the responsible authority inKazakhstan that the State of Kazakhstan does not wish to exercise the right ofpurchase provided for pursuant to Article 71 of the Law of the Republic ofKazakhstan "Concerning Subsurface and Subsurface Use" in connection with thesale (or purchase) of any or all of the Shares pursuant to the Offer (orotherwise in connection with the Offer) in a form which is satisfactory toCentroferve; (d) Centroferve having obtained the approval of the Russian Federation AntiMonopoly Service (FAS) for the economic concentration resulting from the director indirect acquisition of up to 100% of the Celtic Shares by any member of theWider Centroferve Group (including the indirect acquisition of the shares inthose members of the Wider Fleece Group which are incorporated in Russia) in aform which is satisfactory to Centroferve; (e) no central bank, government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, including anynational anti-trust or merger control authorities, court, tribunal, tradeagency, professional association, environmental body, any analogous bodywhatsoever or tribunal in any jurisdiction (each a "Third Party") having decidedto take, institute or implement any action, proceeding, suit, investigation,enquiry or reference or having made, proposed or enacted any statute, regulationor order or having withheld any consent or having done or decided to do anythingwhich would or might reasonably be expected to: (i) make the Offer or its implementation, or the acquisition or the proposedacquisition by Centroferve of any shares in, or control of, Celtic, or any ofthe material assets of Celtic void, illegal or unenforceable under the laws ofany jurisdiction, or otherwise, directly or indirectly, restrain, revoke,prohibit, materially restrict or materially delay the same or impose additionalor different conditions or obligations with respect thereto (except forconditions or obligations that would not be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole) orotherwise challenge or interfere therewith (except where the result of suchchallenge or interference would not have, or would not reasonably be expected tohave, a material adverse effect on the Wider Celtic Group taken as a whole); (ii) result in a material delay in the ability of Centroferve, or renderCentroferve unable, to acquire some or all of the Celtic Shares or require adivestiture by any member of the Wider Centroferve Group of any shares inCeltic; (iii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole)require, prevent or delay the divestiture by any member of the Wider CentroferveGroup of all or any portion of their respective businesses, assets (including,without limitation, the shares or securities of any other member of the CelticGroup) or property or (except where the consequences thereof would not bematerial (in value terms or otherwise) in the context of the Wider Celtic Grouptaken as a whole) impose any limitation on the ability of any of them to conducttheir respective businesses (or any of them) or own their respective assets orproperties or any part thereof; (iv) impose any material limitation on or result in a material delay in theability of Centroferve to acquire, or to hold or to exercise effectively,directly or indirectly, all or any rights of ownership of shares (or theequivalent) in, or to exercise voting or management control over, Celtic (to theextent that Celtic has such rights) or any member of the Wider Celtic Groupwhich is material in the context of the Wider Celtic Group taken as a whole or(except where the consequences thereof would not be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole) on theability of any member of the Wider Celtic Group to hold or exercise effectively,directly or indirectly, rights of ownership of shares (or the equivalent) in, orto exercise rights of voting or management control over, any member of the WiderCeltic Group; (v) (except where the consequences thereof would not be material (in value termsor otherwise) in the context of the Wider Celtic Group, taken as a whole)require any member of the Wider Centroferve Group or any member of the WiderCeltic Group to acquire or offer to acquire any shares or other securities (orthe equivalent) in, or any interest in any asset owned by, any member of theWider Celtic Group owned by any third party; (vi) impose any limitation on the ability of any member of the Celtic Group tointegrate or co-ordinate its business, or any part of it, with the businesses ofany member of the Wider Celtic Group (except where the consequences thereofwould not be material (in value terms or otherwise) in the context of the WiderCeltic Group taken as a whole); (vii) result in any member of the Wider Celtic Group ceasing to be able to carryon business under any name in any jurisdiction under or in which it presentlydoes so (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole); (viii) cause any member of the Wider Celtic Group to cease to be entitled to anyAuthorisation (as defined in paragraph (f) below) used by it in the carrying onof its business (except where the consequences thereof would not be material (invalue terms or otherwise) in the context of the Wider Celtic Group, taken as awhole); or (ix) otherwise adversely affect the business, profits, assets, liabilities,financial or trading position of any member of the Wider Celtic Group (exceptwhere the consequences thereof would not be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole); (f) all necessary notifications and filings having been made, all necessarywaiting and other time periods (including any extensions thereof) under anyapplicable legislation or regulation of any jurisdiction in which Celtic or anysubsidiary or subsidiary undertaking of Celtic which is material in the contextof the Celtic Group taken as a whole (a "Material Subsidiary") is incorporatedor carries on business which is material in the context of the Wider CelticGroup taken as a whole having expired, lapsed or having been terminated (asappropriate) (save to an extent which would not be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole) and allstatutory or regulatory obligations in any jurisdiction in which Celtic or aMaterial Subsidiary shall be incorporated or carry on business which is materialin the context of the Wider Celtic Group taken as a whole having been compliedwith (save to an extent which would not be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole), in eachcase, in connection with the Offer or its implementation and all authorisations,orders, recognitions, grants, consents, clearances, confirmations, licences,permissions and approvals in any jurisdiction ("Authorisations" and each an"Authorisation") reasonably deemed necessary or appropriate by Centroferve foror in respect of the Offer having been obtained on terms and in a formreasonably satisfactory to Centroferve from all appropriate Third Parties,(except where the consequence of the absence of any such Authorisation would notbe material (in value terms or otherwise) in the context of the Wider CelticGroup taken as a whole) all such Authorisations remaining in full force andeffect, there being no intimation of an intention to revoke or vary or not torenew the same at the time at which the Offer becomes otherwise unconditionaland all necessary statutory or regulatory obligations in any such jurisdictionhaving been complied with (except where the consequence of the absence of anysuch Authorisation would not be material (in value terms or otherwise) in thecontext of the Wider Celtic Group taken as a whole); (g) all applicable waiting periods and any other time periods during which anyThird Party could, in respect of the Offer or the acquisition or proposedacquisition of any shares or other securities (or the equivalent) in, or controlof, Celtic or any member of the Wider Celtic Group by Centroferve, institute orimplement any action, proceedings, suit, investigation, enquiry or referenceunder the laws of any jurisdiction which would be reasonably expected adverselyto affect (to an extent which would be material (in value terms or otherwise) inthe context of the Wider Celtic Group taken as a whole) any member of the CelticGroup, having expired, lapsed or been terminated; (h) there being no provision of any arrangement, agreement, licence, permit,franchise, facility, lease or other instrument to which any member of the WiderCeltic Group is a party or by or to which any such member or any of itsrespective assets may be bound, entitled or be subject and which, in consequenceof the Offer or the acquisition or proposed acquisition by Centroferve of anyshares or other securities (or the equivalent) in or control of, Celtic or anymember of the Celtic Group or because of a change in the control or managementof Celtic or otherwise, would or would be reasonably expected to result (exceptwhere, in any of the following cases, the consequences thereof would not bematerial (in value terms or otherwise) in the context of the Wider Celtic Grouptaken as whole) in: (i) any monies borrowed by, or any indebtedness or liability (actual orcontingent) of, or any grant available to any member of the Wider Celtic Groupbecoming, or becoming capable of being declared, repayable immediately or priorto their or its stated maturity or the ability of any such member to borrowmonies or incur any indebtedness being withdrawn or inhibited under any existingfacility or loan agreement; (ii) the creation or enforcement of any mortgage, charge or other securityinterest wherever existing or having arisen over the whole or any part of thebusiness, property or assets of any member of the Wider Celtic Group or any suchmortgage, charge or other security interest becoming enforceable; (iii) any such arrangement, agreement, licence, permit, franchise, facility,lease or other instrument or the rights, liabilities, obligations or interestsof any member of the Wider Celtic Group thereunder, or the business of any suchmember with, any person, firm or body (or any arrangement or arrangementsrelating to any such interest or business) being terminated or adverselymodified or any adverse action being taken or any obligation or liabilityarising thereunder; (iv) any material assets or interests of, or any material asset the use of whichis enjoyed by, any member of the Wider Celtic Group being or falling to bedisposed of or charged, or ceasing to be available to any member of the WiderCeltic Group or any right arising under which any such asset or interest wouldbe required to be disposed of or charged or would cease to be available to anymember of the Wider Celtic Group otherwise than in the ordinary course ofbusiness; (v) any member of the Wider Celtic Group ceasing to be able to carry onbusiness; (vi) the value of, or financial or trading position of any member of the WiderCeltic Group being prejudiced or adversely affected; or (vii) the creation of any liability or liabilities (actual or contingent) by anymember of the Wider Celtic Group; unless, if any such provision exists, such provision shall have been waived,modified or amended on terms satisfactory to Centroferve; (i) save as publicly announced by Celtic (by the delivery of an announcement tothe London Stock Exchange or in the Celtic Group annual report for the yearended 31 December 2006), no member of the Wider Celtic Group having, since 31December 2006: (i) issued or agreed to issue additional shares of any class, or securitiesconvertible into or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible or exchangeablesecurities (except for (A) issues to Celtic or wholly-owned subsidiaries ofCeltic, or (B) upon any exercise of options under the Celtic Share OptionSchemes); (ii) recommended, declared, paid or made any bonus, dividend or otherdistribution other than bonuses, dividends or other distributions lawfully paidor made to another member of the Wider Celtic Group; (iii) save for transactions between two or more members of the Celtic Group("intra-Celtic Group transactions")) made or authorised, proposed or announcedany change in its loan capital (save in respect of loan capital which is notmaterial (in value terms or otherwise) in the context of the Celtic Group takenas a whole); (iv) save for intra-Celtic Group transactions, implemented, authorised, proposedor announced its intention to propose any merger, demerger, reconstruction,amalgamation, scheme or (except in the ordinary and usual course of trading)acquisition or disposal of (or of any interest in) material assets or shares (orthe equivalent thereof) in any undertaking or undertakings (except in any suchcase where the consequences of any such merger, demerger, reconstruction,amalgamation, scheme, acquisition or disposal would not be material (in valueterms or otherwise) in the context of the Celtic Group taken as a whole); (v) except in the ordinary and usual course of business entered into ormaterially improved, or made any offer (which remains open for acceptance) toenter into or improve, the terms of the employment contract with any director ofCeltic or any person occupying one of the senior executive positions in theCeltic Group or permitted a variation in the terms or rules governing the CelticShare Option Schemes; (vi) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Celtic Group, taken as a whole) issuedor agreed to issue any loan capital or (save in the ordinary course of businessand save for intra-Celtic Group transactions) debentures or incurred anyindebtedness or contingent liability; (vii) purchased, redeemed or repaid or announced any offer to purchase, redeemor repay any of its own shares or other securities (or the equivalent) orreduced or made any other change to any part of its share capital; (viii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole)(A) merged with any body corporate, partnership or business, or (B) and save forintra-Celtic Group transactions acquired or disposed of, transferred, mortgagedor encumbered any material assets or any right, title or interest in any asset(including shares and trade investments); (ix) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole),entered into or varied any contract, transaction, arrangement or commitment orannounced its intention to enter into or vary any contract, transaction,arrangement or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, onerous or unusual nature or magnitude orwhich is or would be materially restrictive on the business of any member of theWider Celtic Group; (x) waived or compromised any claim which would be material (in value terms orotherwise) in the context of the Wider Celtic Group taken as a whole; (xi) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group, taken as a whole)been unable, or admitted in writing that it is unable, to pay its debts orhaving stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or (except where the consequences thereof would not be material(in value terms or otherwise) in the context of the Wider Celtic Group taken asa whole) ceased or threatened to cease to carry on all or a substantial part ofany business; (xii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole)made or agreed to any significant change to the terms of the trust deedsconstituting the pension schemes established for its directors and/or employeesand/or their dependants or to the benefits which accrue, or to the pensionswhich are payable thereunder, or to the basis on which qualification for oraccrual or entitlement to such benefits or pensions are calculated ordetermined, or to the basis upon which the liabilities (including pensions) ofsuch pension schemes are funded or made, or agreed or consented to any change tothe trustees involving the appointment of a trust corporation; (xiii) (except where the consequences thereof would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole)and save for voluntary solvent liquidations, taken any corporate action or hadany legal proceedings instituted against it in respect of its winding-up,dissolution, examination or reorganisation or for the appointment of a receiver,examiner, administrator, administrative receiver, trustee or similar officer ofall or any part of its assets or revenues, or (A) any analogous proceedings inany jurisdiction, or (B) appointed any analogous person in any jurisdiction inwhich Celtic or any Material Subsidiary shall be incorporated or carry on anybusiness which is material in the context of the Celtic Group taken as a whole; (xiv) entered into any agreement, contract or binding commitment or passed anyresolution or made any offer or announcement with respect to, or to effect anyof the transactions, matters or events set out in this condition; or (xv) except in the case of amendments to the memoranda or articles ofassociation of subsidiaries which are not material, amended its memorandum orarticles of association; (j) save as publicly announced by Celtic (by delivery of an announcement to theLondon Stock Exchange or in the Celtic Group annual report for the year ended 31December 2006): (i) there not having arisen any adverse change or deterioration in the business,assets, financial or trading position or profits of Celtic or any member of theWider Celtic Group (save to an extent which would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole); (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Celtic Group is or would reasonablybe expected to become a party (whether as plaintiff or defendant or otherwise)and no investigation by any Third Party against or in respect of any member ofthe Wider Celtic Group having been instituted or remaining outstanding by,against or in respect of any member of the Celtic Group (save where theconsequences of such litigation, arbitration proceedings, prosecution or otherlegal proceedings or investigation are not or would not be material (in valueterms or otherwise) in the context of the Wider Celtic Group taken as a whole); (iii) no contingent or other liability existing or having arisen which wouldreasonably be expected to affect adversely any member of the Wider Celtic Group(save where such liability is not or would not be material (in value terms) inthe context of the Wider Celtic Group taken as a whole); and (iv) no steps having been taken which are likely to result in the withdrawal,cancellation, termination or modification of any licence, consent, permit,access Right or authorisation held by any member of the Wider Celtic Group whichis necessary for the proper carrying on of its business and which is material inthe context of the Wider Celtic Group; (k) Centroferve not having discovered that any financial, business or otherinformation concerning the Wider Celtic Group which is material in the contextof the Wider Celtic Group taken as a whole and which has been publiclydisclosed, is materially misleading, contains a material misrepresentation offact or omits to state a fact necessary to make the material informationcontained therein not misleading (save where the consequences thereof would notbe material (in value terms or otherwise) in the context of the Wider CelticGroup taken as a whole); (l) save as publicly announced by Celtic (by delivery of an announcement to theLondon Stock Exchange or in the Celtic Group annual report for the year ended 31December 2006), Centroferve or Severstal not having discovered: (i) that any member of the Wider Celtic Group or any partnership, company orother entity in which any member of the Wider Celtic Group has an interest andwhich is not a subsidiary undertaking of Celtic is subject to any liability,contingent or otherwise (save where such liability is not or would not bematerial (in value terms or otherwise) in the context of the Wider Celtic Grouptaken as whole); (ii) in relation to any release, emission, discharge, disposal or other fact orcircumstance which has caused or might impair the environment or harm humanhealth, that any past or present member of the Wider Celtic Group has acted inmaterial violation of any laws, statutes, regulations, notices or other legal orregulatory requirements of any Third Party (except where the consequencesthereof would not be material (in value terms or otherwise) in the context ofthe Celtic Group, taken as a whole); (iii) that there is, or is likely to be, any liability, whether actual orcontingent, to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by any past or present member of theWider Celtic Group or any other property or any controlled waters under anyenvironmental legislation, regulation, notice, circular, order or other lawfulrequirement of any relevant Authority (whether by formal notice or order or not)or Third Party or otherwise (save where such liability is not or would not bematerial (in value terms or otherwise) in the context of the Celtic Group takenas a whole); and (iv) that circumstances exist which are likely to result in any actual orcontingent liability to any member of the Wider Celtic Group under anyapplicable legislation referred to in sub-paragraph (iii) above to improve ormodify existing or install new plant, machinery or equipment or to carry out anychanges in the processes currently carried out (save where such liability is notor would not be material (in value terms or otherwise) in the context of theCeltic Group taken as a whole); (m) no member of the Celtic Group being in default under the terms or conditionsof any material facility or agreement or arrangement for the provision of loans,credit or drawdown facilities, or of any security, surety or guarantee inrespect of any facility or agreement or arrangement for the provision of loans,credit or drawdown facilities to any member of the Celtic Group (save where suchdefault is not or would not be so material (in value terms or otherwise) in thecontext of the Celtic Group taken as a whole); (n) for the purposes of the conditions set out above: (i) "Celtic Group" means Celtic and its subsidiaries and subsidiaryundertakings; (ii) "parent undertaking", "subsidiary undertaking", "associated undertaking"and "undertaking" have the meanings given by the European Communities(Companies: Group Accounts) Regulations, 1992; (iii) "substantial interest" means an interest in 20 per cent or more of thevoting equity capital of an undertaking; (iv) "Wider Celtic Group" means Celtic or any of its subsidiaries or subsidiaryundertakings or associated companies (including any joint venture, partnership,firm or company or undertaking in which any member of the Celtic Group(aggregating their interests) is interested) or any company in which any suchmember has a substantial interest; and (v) "Wider Centroferve Group" means Centroferve or any of its subsidiaries orsubsidiary undertakings or associated companies, and any parent undertaking ofCentroferve and any subsidiaries or subsidiary undertakings of any such parentundertaking (including any joint venture, partnership, firm or company orundertaking in which any member of the Centroferve Group (aggregating theirinterests) is interested) or any company in which any such member has asubstantial interest. Subject to the requirements of the Panel, Centroferve reserves the right (butshall be under no obligation) to waive, in whole or in part, all or any of theabove conditions apart from condition (a). The Offer will lapse unless all of the conditions set out above have beenfulfilled or (if capable of waiver) waived or, where appropriate, have beendetermined by Centroferve to be or to remain satisfied on the day which is 21days after the later of the initial closing date, the date on which condition(a) is fulfilled or such later date as Centroferve may, with the consent of thePanel (to the extent required) decide. Except for condition (a), Centroferveshall not be obliged to waive (if capable of waiver) or treat as satisfied anycondition by a date earlier than the latest day for the fulfilment of allconditions referred to in the previous sentence, notwithstanding that any othercondition of the Offer may at such earlier date have been waived or fulfilled orthat there are at such earlier dates no circumstances indicating that therelevant condition may not be capable of fulfilment. Centroferve reserves the right to effect the Offer by way of a scheme ofarrangement under Section 201 of the Companies Act 1963. In such event, theOffer will be implemented on the same terms (subject to appropriate amendments),in as far as is applicable, as those which apply to the Offer. Appendix II Sources and Bases of Information (i) The value of the entire issued and to be issued share capital of Celtic isbased upon 55,816,026 Celtic Shares in issue, 11,000 Celtic Shares issuable toCeltic Optionholders under Celtic Share Option Schemes, and 3,705,506 CelticShares issuable to Celtic Warrantholders under Celtic Warrants with an exerciseprice at or below the Offer Price as at close of business on the LatestPracticable Date. Information relating to the share capital of Celtic is basedon figures in Celtic's annual report for 2006, being the latest available annualreport, and on filings registered with the Companies Registration Office inDublin since that report. (ii) The price of Celtic Shares has in each case been sourced from the DailyOfficial List of the London Stock Exchange, and represents the volume weightedaverage price on the relevant dates. (iii) The information relating to Celtic at paragraph 5 of this Announcement hasbeen extracted from Celtic's annual report for 2006 and subsequent pressreleases on Celtic's website (www.celticresources.com) without materialadjustment. (v) The information relating to Severstal at paragraph 6 of this Announcementhas been extracted from Severstal's annual report for 2006 and IPO prospectusdated 8 November 2006 without material adjustment. (vi) The information relating to Severstal's iron and coal reserves is extractedfrom the IMC report entitled "Audit of iron and coal reserves, according to JORCCode: Valuation update August 2006 for ZAO Severstal-Resurs" dated 14 August2006, prepared in accordance with JORC report standards. Appendix III Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: "AIM" the Alternative Investment Market (AIM) of the London Stock Exchange "AIM Rules" the rules for companies with a class of securities admitted to AIMpublished by the London Stock Exchange governing admission to and the operationof AIM "Arrangement" an arrangement to which Rule 8.7 of the Irish Takeover Rulesapplies "Australia" the Commonwealth of Australia, its states, territories andpossessions and all areas subject to its jurisdiction or political subdivisionsthereof "Bluecone" Bluecone Limited, a company incorporated under the laws of Cyprus "business day" any day, other than a Saturday, Sunday or public or bank holiday,on which banks are generally open for business in Dublin "Canada" Canada, its provinces, territories and all areas subject to itsjurisdiction and political subdivisions thereof "Celtic" Celtic Resources Holdings plc "Celtic Board" the board of directors of Celtic "Celtic Group" or "Group" Celtic, its subsidiaries and associated undertakings "Celtic Options" options to subscribe for Celtic Shares pursuant to Celtic ShareOption Schemes "Celtic Optionholders" participants in the Celtic Share Option Schemes "Celtic Shareholders" or "Shareholders" holders of Celtic Shares "Celtic Shares" or "Shares" the existing and allotted or issued and fully paidCeltic ordinary shares of EUR0.25 each in the capital of Celtic and any furthersuch shares which may be issued or allotted prior to the date on which the Offercloses (or such earlier time(s) and/or date(s) as Centroferve may, subject tothe Irish Takeover Rules, decide) "Celtic Share Option Schemes the share option schemes of the Celtic Group "Celtic Warrants" the existing warrants for the issue of Celtic Shares "Celtic Warrantholders" holders of Celtic Warrants "Centroferve" Centroferve Limited, a company with registered number 176752incorporated in Cyprus "Centroferve Group" Centroferve, its subsidiaries and associated undertakingsand its parent undertakings and any of their subsidiaries and associatedundertakings "Centroferve Board" the board of directors of Centroferve "EUR" "euro" and "cent" the lawful currency of Ireland "Form of Acceptance" the form of acceptance, election and authority relating tothe Offer to accompany the Offer Document for use by Celtic Shareholders "Irish Takeover Rules" the Irish Takeover Panel Act, 1997, Takeover Rules 2001to 2005 and Substantial Acquisition Rules 2001 and 2005 "Japan" Japan, its cities, prefectures, territories and possessions and allareas subject to its jurisdiction or any subdivision thereof "Latest Practicable Date" 27 September 2007, the latest business day prior tothe date of this announcement "London Stock Exchange" the London Stock Exchange plc "Morgan Stanley" Morgan Stanley & Co Limited "Northern Ireland" the counties of Antrim, Armagh, Derry, Down, Fermanagh andTyrone on the island of Ireland "Offer" the cash offer to be made by Centroferve to acquire all the CelticShares on the terms and subject to the conditions set out in the Offer Documentand including, where the context so requires, any subsequent revision,variation, extension or renewal thereof "Offer Document" the document detailing the terms and conditions of the Offer tobe sent to Celtic Shareholders and, for information, to Celtic Optionholders "Offer Period" the offer period for the purposes of the Irish Takeover Ruleswhich commenced on 18 September 2007 and will end on the initial closing date ofthe Offer or, if later, the time at which the Offer becomes unconditional as toacceptances or lapses, whichever first occurs "Offer Price" the cash price of £2.70 per Celtic Share offered pursuant to theOffer, or any revision thereof "Panel" the Irish Takeover Panel established under the Irish Takeover Panel Act1997 "Severstal" JSC "Severstal", a company incorporated under the laws of Russia "Severstal Resurs" CJSC "Severstal-Resurs", an indirect subsidiary of Severstalincorporated under the law of Russia "Severstal Group" Severstal and its subsidiaries and associated undertakings "South Africa" the Republic of South Africa, its provinces, possessions andterritories, and all areas subject to its jurisdiction and any politicalsub-division thereof "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "US" or "United States" the United States, its territories and possessions, anyState of the United States and the District of Columbia, and all other areassubject to its jurisdiction "US Exchange Act" the United States Securities Exchange Act of 1934, as amended,and the rules and regulations promulgated thereunder "£" or "pence" the lawful currency of the United Kingdom All times refer to the time in Dublin, Ireland unless otherwise stated. This information is provided by RNS The company news service from the London Stock Exchange