Cerillion Regulatory News (CER)

9 Nov 2007 18:34

OAO Severstal09 November 2007 Severstal Resurs and Celtic Agree Basis for Recommended Offer Moscow 9 November 2007 Severstal Resurs is pleased to announce that it has reached agreement on theterms of a recommended acquisition by Severstal Resurs, through its affiliateCentroferve Limited, of the entire issued and to be issued share capital ofCeltic Resources Holdings plc ("Celtic"). Severstal, through Centroferve, has agreed to increase its offer to 280 penceper share in cash, effective immediately, and to 290 pence per share in cash, inthe event that Centroferve receives acceptances to its offer equivalent to 80%of Celtic's issued share capital. This would entitle Severstal Resurs toproceed with a compulsory acquisition of any remaining shares outstanding inaccordance with the Irish Takeover Rules. At a price of 290 pence per share, the terms of the transaction represent: • a premium of approximately 43% to the closing price of Celtic shareson 17 September 2007, the day prior to an announcement by Celtic that it hadreceived an approach from Severstal Resurs • a premium of approximately 52% to the one month volume weightedaverage share price for the period to 17 September 2007 • a premium of approximately 54% to the three month volume weightedaverage share price for the period to 17 September 2007 The board of Celtic unanimously recommends this offer to its shareholders.Celtic's directors have indicated that they intend to accept the Offer withrespect to their own 9.0% stake in Celtic. Severstal has already received anirrevocable undertaking from Bluecone Limited to accept its offer with respectto its 29.7% stake in Celtic, as well as a letter of intent from Barrick GoldCorporation to accept the offer with respect to its 6.6% stake in Celtic. As aresult, Centroferve has received support from shareholders representing 45.3% ofCeltic's shares to accept its offer. Commenting on the Offer on behalf of the Centroferve Board, Roman Deniskin, CEOof Severstal Resurs, said: "Severstal is delighted to have reached agreement with the Board of Celtic. Wewelcome Celtic's recommendation that shareholders should now accept our generouscash offer." Enquiries: Centroferve Tel: +7 495 9810910 ext.6633Roman DeniskinNikolai Zelenski Morgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusArash Mahdaviani FD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton This information is provided by RNS The company news service from the London Stock Exchange