Cerillion Regulatory News (CER)

9 Nov 2007 18:34

OAO Severstal09 November 2007 Not for release, publication or distribution, in whole or in part, in, into or from Canada, South Africa, Japan or any other jurisdiction where it would be unlawful to do so. 9 November 2007 RECOMMENDED REVISED CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC Summary • Centroferve, a wholly owned subsidiary of Severstal, andCeltic Resources Holdings plc ("Celtic") are pleased to announce today that theyhave reached agreement on the terms of a recommended cash offer by Centrofervefor the entire issued and to be issued share capital of Celtic. • The Revised Offer will be made on the basis of: • cash consideration of £2.80 per Celtic Share; and • additional contingent cash consideration of £0.10 perCeltic Share if the Contingent Consideration Threshold is achieved. • Centroferve has agreed to increase its Offer: • to £2.80 per Celtic Share in cash effective immediately;and • to £2.90 per Celtic Share in cash in the event thatCentroferve receives acceptances of the Revised Offer in respect of 80% in valueof the Celtic Shares for which the Revised Offer is made (the "ContingentConsideration Threshold"). Acceptances of the Revised Offer equal to or inexcess of the Contingent Consideration Threshold will entitle Centroferve toproceed with a compulsory acquisition of the Celtic Shares held by CelticShareholders who have not accepted the Revised Offer, in accordance with section204 of the Companies Act 1963. • The Revised Offer will constitute a revision of theOriginal Offer. Centroferve has waived the conditions set out in paragraphs (b)and (d) to (m) in Appendix I to the Original Offer Document and the RevisedOffer is subject only to the satisfaction or waiver of the remaining conditionsset out in Appendix I to the Original Offer Document and to the further terms tobe set out in the Revised Offer Document. • Subject to the additional contingent cash considerationbecoming payable, the Revised Offer represents: • a premium of approximately 43% to the Closing Price ofCeltic Shares on 17 September 2007, the day prior to an announcement by Celticthat it had received an approach from Severstal Resurs • a premium of approximately 52% to the volume weightedaverage price for a Celtic Share in the one month period to 17 September 2007 • a premium of approximately 54% to the volume weightedaverage price for a Celtic Share in the three month period to 17 September 2007 • Subject to the Revised Offer being declared unconditionalin all respects, the additional contingent cash consideration of £0.10 perCeltic Share shall become payable to all Celtic Shareholders who validly acceptthe Revised Offer in the event that Centroferve receives acceptances of theRevised Offer equal to or in excess of the Contingent Consideration Threshold. • Celtic Shareholders who have already validly accepted theOriginal Offer need take no further action; their acceptances of the OriginalOffer are deemed to be acceptances of the Revised Offer. • The procedure for acceptance of the Revised Offer will bethe same as for acceptance of the Original Offer. Celtic Shareholders wishing toaccept the Revised Offer in advance of receiving the Revised Offer Document maydo so by completing (in accordance with the procedures set out therein and inthe Original Offer Document) and returning (together with the relevant sharecertificate(s) and/or other documents of title if their Celtic Shares are incertificated form) the Form of Acceptance that accompanied the Original OfferDocument. • The Revised Offer will remain open for acceptance for atleast 14 days following the posting of the Revised Offer Document, which it isintended will be issued on or before 19 November 2007. With the consent of thePanel, a fuller response from the Celtic Board to Centroferve's offer will beincluded in the Revised Offer Document rather than, as would normally berequired, by way of announcement today. • As previously announced, Centroferve has receivedirrevocable undertakings or letters of intent to accept or procure acceptance ofthe Revised Offer from Celtic Shareholders in respect of 20,271,193 CelticShares, representing approximately 36.3% of entire issued share capital ofCeltic. The irrevocable undertaking from Bluecone, which owns in total16,583,002 Celtic Shares representing approximately 29.7% of the issued sharecapital of Celtic, will cease to be binding only if the Revised Offer lapses oris withdrawn. • The Celtic Board, which has been so advised by GleacherShacklock LLP and Strand Partners Limited, considers the terms of the RevisedOffer to be fair and reasonable. In providing their advice, Gleacher ShacklockLLP and Strand Partners Limited have placed reliance upon the commercialassessments of the Celtic Board. Accordingly, the Celtic Board intendsunanimously to recommend to Celtic Shareholders to accept the Revised Offer, asthe members of the Celtic Board who hold Celtic Shares intend to in respect oftheir own beneficial holdings, and as HJ Resources Limited (a company affiliatedto Kevin Foo) intends to in respect of its holding, amounting to in aggregate5,004,402 Celtic Shares, which represent approximately 9.0% of the entire issuedshare capital of Celtic. • The Celtic Shares held by the Celtic Board, whenaggregated with the existing irrevocable undertaking and letter of intent toaccept the Revised Offer referred to above, represent 45.3% of the entire issuedshare capital of Celtic. Commenting on the Revised Offer on behalf of the Centroferve Board, RomanDeniskin, CEO of Severstal Resurs, said: "Severstal is delighted to have reached agreement with the Celtic Board, and wewelcome its recommendation of the Revised Offer by Centroferve. We believe thatthis represents an excellent outcome for all concerned." Commenting on the Revised Offer on behalf of the Celtic Board, Peter Hannen,Chairman of Celtic, said: "I am delighted that we have reached agreement on terms on which CelticResources can join the Severstal Group. The premium which our shareholders willreceive for their shares is a successful culmination of eight years of hard workby Celtic's management team to create a strong mining business. CelticResources, its employees and trading partners will benefit from membership ofthe Severstal Group and the strength of its position within the region. Myfellow directors and I are pleased to be able to recommend the Revised Offer." 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 9810 910 ext.6633Roman DeniskinNikolai Zelenski Celtic Resources Holdings Plc Tel: + 44 207 921 8800Kevin FooJonathan Scott-Barrett Financial Adviser to Severstal and CentroferveMorgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusArash Mahdaviani Financial Advisers to CelticGleacher Shacklock LLP Tel: +44 207 484 1120Kieran MurphyJames Dawson Strand Partners Limited Tel: +44 207 409 3494Simon RaggettStuart Faulkner Public Relations Adviser to Severstal and CentroferveFD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton Public Relations Advisers to CelticCardew Group Tel: +44 207 930 0777/ +44 777 072 0389Anthony CardewShan Willenbrock Conduit PR Tel: +44 207 429 6600 /+44 781 215 9885Leesa PetersJane Stacey The directors of Centroferve and the directors of Severstal acceptresponsibility for the information contained in this announcement other than theinformation relating to the Celtic Group. To the best of the knowledge andbelief of the directors of Centroferve and the directors of Severstal (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. The directors of Celtic accept responsibility for the information contained inthis announcement relating to the Celtic Group. To the best of the knowledgeand belief of the directors of Celtic (who have taken all reasonable care toensure 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 RevisedOffer and Morgan Stanley will not regard any other person as a client inrelation to the Revised Offer and will not be responsible to anyone other thanCentroferve and Severstal Resurs for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. Gleacher Shacklock LLP is acting exclusively for Celtic and no one else inconnection with the Revised Offer and Gleacher Shacklock LLP will not regard anyother person as a client in relation to the Revised Offer and will not beresponsible to anyone other than Celtic for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. Strand Partners Limited is acting exclusively for Celtic and no one else inconnection with the Revised Offer and Strand Partners Limited will not regardany other person as a client in relation to the Revised Offer and will not beresponsible to anyone other than Celtic for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. The Revised Offer will not be made, directly or indirectly, in or into anyjurisdiction where it would be unlawful to do so, or by use of the mails, or byany means or instrumentality (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 Revised Offer will not be capable of acceptance by any suchmeans, instrumentality or facility from or within any jurisdiction where itwould be unlawful to do so. Accordingly, copies of this announcement and allother documents relating to the Revised Offer are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where it would be unlawful to do so. Persons receiving suchdocuments (including, without limitation, nominees, trustees and custodians)should observe these restrictions. Failure to do so may invalidate any relatedpurported acceptance of the Revised Offer. Notwithstanding the foregoingrestrictions, Centroferve reserves the right to permit the Revised Offer to beaccepted if, in its sole discretion, it is satisfied that the transaction inquestion is exempt from or not subject to the legislation or regulation givingrise 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 Revised Offer should be made onlyon the basis of the information contained in the Revised Offer Document or anydocument by which the Revised Offer is made. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theRevised Offer, the Celtic Group and the Severstal Group. Generally, the words 'will', 'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such a future market conditions andthe behaviours of other market participants, and therefore undue reliance shouldnot be placed on such statements. Neither Centroferve nor Severstal nor Celticassumes any obligation in respect of, nor intends to update, theseforward-looking statements, 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 1% or more of the Celtic Shares may havedisclosure obligations under Rule 8.3 of the Irish Takeover Rules, effectivefrom the date of the commencement of the Offer Period. The Revised Offer will be made in the United States pursuant to an exemptionfrom the US tender offer rules provided by Rule 14d-1(c) under the US ExchangeAct. Notice to US holders of Celtic Shares: The Revised Offer will be made for the securities of an Irish public limitedcompany whose shares are listed on the AIM market in the UK and is subject toIrish and UK disclosure requirements, which are different from those of theUnited States. The Revised Offer will be made in the United States pursuant toapplicable US tender offer rules and otherwise in accordance with therequirements of the Irish Takeover Rules. Accordingly, the Revised Offer willbe subject to disclosure and other procedural requirements, including withrespect to withdrawal rights, offer timetable, settlement procedures and timingof payments that are different from those applicable under US domestic tenderoffer procedures and law. The receipt of cash pursuant to the Revised Offer by a US holder of CelticShares may be a taxable transaction for US federal income tax purposes and underapplicable US state and local, as well as foreign and other tax laws. Eachholder of Celtic Shares is urged to consult his independent professional adviserimmediately regarding the tax consequences of acceptance of the Revised 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 theRevised Offer, before or during the period in which the Revised Offer remainsopen for acceptance. These purchases may occur either in the open market atprevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in Ireland andthe UK, will be reported to a Regulatory Information Service of the UK ListingAuthority and will be available on the London Stock Exchange website,www.londonstockexchange.com. Not for release, publication or distribution, in whole or in part, in, into or from Canada, South Africa, Japan or any other jurisdiction where it would be unlawful to do so. 9 November 2007 RECOMMENDED REVISED CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC 1. Introduction Centroferve, a wholly owned subsidiary of Severstal, and Celtic ResourcesHoldings plc ("Celtic") are pleased to announce today that they have reachedagreement on the terms of a recommended offer by Centroferve for the entireissued and to be issued share capital of Celtic. Centroferve has agreed to increase its Offer: • to £2.80 per Celtic Share in cash effective immediately;and • to £2.90 per Celtic Share in cash in the event thatCentroferve receives acceptances of the Revised Offer in respect of 80% in valueof the Celtic Shares for which the Revised Offer is made (the "ContingentConsideration Threshold"). Acceptances of the Revised Offer equal to or inexcess of the Contingent Consideration Threshold will entitle Centroferve toproceed with a compulsory acquisition of the Celtic Shares held by CelticShareholders who have not accepted the Revised Offer, in accordance with section204 of the Companies Act 1963. The Revised Offer will constitute a revision of the Original Offer. Centrofervehas waived the conditions set out in paragraphs (b) and (d) to (m) in Appendix Ito the Original Offer Document and the Revised Offer is subject only to thesatisfaction or waiver of the remaining conditions set out in Appendix I to theOriginal Offer Document and to the further terms to be set out in the RevisedOffer Document. 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 Revised Offer Subject to the conditions set out in paragraphs (a) and (c) of Appendix I of theOriginal Offer Document and the further terms to be set out in the Revised OfferDocument, Celtic Shareholders who accept the Revised Offer will receive: for each Celtic Share £2.80 in cash and £0.10 in additional cash consideration if the Contingent Consideration Thresholdis achieved Subject to the Revised Offer being declared unconditional in all respects, thecash consideration of £2.80 per Celtic Share shall become payable to all CelticShareholders who validly accept the Revised Offer while it remains open foracceptance. The Revised Offer will be declared unconditional in all respectsonly after the conditions in paragraphs (a) and (c) of Appendix I of theOriginal Offer Document have been either fulfilled or waived. Subject to the Revised Offer being declared unconditional in all respects, theadditional contingent cash consideration of £0.10 per Celtic Share shall becomepayable to all Celtic Shareholders who validly accept the Revised Offer (whileit remains open for acceptance) in the event that, within a period of fourmonths from the date of the making of the Original Offer, Centroferve receivesacceptances of the Revised Offer in respect of 80% in value of the Celtic Sharesfor which the Revised Offer is made (the "Contingent Consideration Threshold").Acceptances of the Revised Offer equal to or in excess of the ContingentConsideration Threshold will entitle Centroferve to proceed with a compulsoryacquisition of the Celtic Shares held by Celtic Shareholders who have notaccepted the Revised Offer, in accordance with section 204 of the Companies Act1963. Celtic Shareholders who have already validly accepted the Original Offer needtake no further action; their acceptances of the Original Offer are deemed to beacceptances of the Revised Offer. Subject to the additional contingent cash consideration becoming payable, theRevised Offer represents: • a premium of approximately 43% to the Closing Price ofCeltic Shares on 17 September 2007, the day prior to an announcement by Celticthat it had received an approach from Severstal Resurs • a premium of approximately 52% to the volume weightedaverage price for a Celtic Share in the one month period to 17 September 2007 • a premium of approximately 54% to the volume weightedaverage price for a Celtic Share in the three month period to 17 September 2007 The Revised Offer values the existing issued share capital of Celtic atapproximately £173 million in the event that the additional contingent cashconsideration becomes payable and approximately £167 million in the event thatit does not. The Revised Offer will extend to all Celtic Shares unconditionally allotted orissued on the date of the Revised Offer, together with any further such shareswhich are unconditionally allotted or issued (including pursuant to the exerciseof Celtic Warrants) while the Revised Offer remains open for acceptance or untilsuch earlier date as Centroferve may, subject to the Takeover Rules andapplicable laws and regulations, decide. The Celtic Shares will be acquired pursuant to the Revised Offer fully paid orcredited as 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. Recommendation The Celtic Board, which has been so advised by Gleacher Shacklock LLP and StrandPartners Limited, considers the terms of the Revised Offer to be fair andreasonable. In providing their advice, Gleacher Shacklock LLP and StrandPartners Limited have placed reliance upon the commercial assessments of theCeltic Board. Accordingly, the Celtic Board intends unanimously to recommend to CelticShareholders to accept the Revised Offer, as the members of the Celtic Board whohold Celtic Shares intend to in respect of their own beneficial holdings, and asHJ Resources Limited (a company affiliated to Kevin Foo) intends to in respectof its holding, amounting to in aggregate 5,004,402 Celtic Shares, whichrepresent approximately 9.0% of the entire issued share capital of Celtic. 4. Irrevocable Undertakings and Letters of Intent Centroferve has received an irrevocable undertaking from Bluecone and a letterof intent from Barrick Gold Corporation to accept or procure acceptance of theRevised Offer 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% of the issued share capital of Celtic,will cease to be binding only if the Revised Offer lapses or is withdrawn. The Celtic Shares held by the Celtic Board, when aggregated with the existingirrevocable undertaking and letter of intent to accept the Revised Offerreferred to above, represent 45.3% of the entire issued share capital of Celtic. 5. Financing The cash payable to Celtic Shareholders under the terms of the Revised Offerwill be funded by loan facilities made available to Centroferve by other membersof the Severstal Group. Further information on the financing of the Revised Offer will be set out in theRevised Offer Document. Morgan Stanley is satisfied that the necessary financial resources are availableto Centroferve to satisfy full acceptance of the Revised Offer, includingpayment of the contingent cash consideration. 6. Revised Offer Document and Procedures for Acceptance of theRevised Offer It is intended that the Revised Offer Document, containing the full terms andconditions of the Revised Offer, will be posted to Celtic Shareholders and, forinformation purposes only, to holders of Celtic Warrants, on or before 19November 2007. With the consent of the Panel, a fuller response from the CelticBoard to Centroferve's offer will be included in the Revised Offer Documentrather than, as would normally be required, by way of announcement today. The Revised Offer will constitute a revision of the Original Offer. Centrofervehas waived the conditions set out in paragraphs (b) and (d) to (m) in Appendix Ito the Original Offer Document and the Revised Offer is subject only to thesatisfaction or waiver of the remaining conditions set out in Appendix I to theOriginal Offer Document and to the further terms to be set out in the RevisedOffer Document, which will be sent to Celtic Shareholders in due course. The procedure for acceptance of the Revised Offer will be the same as foracceptance of the Original Offer. Celtic Shareholders wishing to accept theRevised Offer in advance of receiving the Revised Offer Document may do so bycompleting (in accordance with the procedures set out therein and in theOriginal Offer Document) and returning (together with the relevant sharecertificate(s) and/or other documents of title if their Celtic Shares are incertificated form) the Form of Acceptance that accompanied the Original OfferDocument. Celtic Shareholders who have already validly accepted the Original Offer needtake no further action; their acceptances are deemed to be acceptances of theRevised Offer. The Revised Offer will remain open for acceptance for at least 14 days followingthe posting of the Revised Offer Document. Celtic Shareholders who have not already done so should complete and return aForm of Acceptance as soon as possible. 7. Disclosure of Interests 7.1 Mr. Alexey Mordashov, Severstal's CEO, controls directly orindirectly approximately 82% of Severstal's issued share capital. The balance isheld primarily by institutional investors and employees of the Severstal Group. 7.2 Save as disclosed in this announcement, as at the LatestPracticable Date, neither Centroferve nor, as far as Centroferve is aware, anyperson acting in concert with Centroferve, owns or controls any Celtic Shares orany securities convertible or exchangeable into, or rights to subscribe for orpurchase, or holds any options to purchase any Celtic Shares or has entered intoany derivative referenced to Celtic Shares which remains outstanding, or has anyArrangement in relation to Celtic Shares. 8. General Centroferve has waived the conditions set out in paragraphs (b) and (d) to (m)in Appendix I to the Original Offer Document and the Revised Offer is subjectonly to the satisfaction or waiver of the remaining conditions set out inAppendix I to the Original Offer Document and to the further terms to be set outin the Revised Offer Document. The Revised Offer Document will include fulldetails of the Revised Offer and the expected timetable and will be accompaniedby a Form of Acceptance. These will be despatched to Celtic Shareholders and,for information only, to holders of Celtic Warrants, in due course. The RevisedOffer will be governed by the laws of Ireland. The Revised Offer will be subjectto the applicable requirements of the Takeover Rules, the Panel, London StockExchange 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 9810910 ext.6633Roman DeniskinNikolai Zelenski Celtic Resources Holdings Plc Tel: + 44 207 921 8800Kevin FooJonathan Scott-Barrett Financial Adviser to Severstal and CentroferveMorgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusArash Mahdaviani Financial Advisers to CelticGleacher Shacklock LLP Tel: +44 207 484 1120Kieran MurphyJames Dawson Strand Partners Limited Tel: +44 207 409 3494Simon RaggettStuart Faulkner Public Relations Adviser to Severstal and CentroferveFD London Tel: +44 207 831 3113Jon SimmonsBen Brewerton Public Relations Advisers to CelticCardew Group Tel: +44 207 930 0777/ +44 777 072 0389Anthony CardewShan Willenbrock Conduit PR Tel: +44 207 429 6600 / +44 781 215 9885 Leesa Peters Jane Stacey The directors of Centroferve and the directors of Severstal acceptresponsibility for the information contained in this announcement other than theinformation relating to the Celtic Group. To the best of the knowledge andbelief of the directors of Centroferve and the directors of Severstal (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. The directors of Celtic accept responsibility for the information contained inthis announcement relating to the Celtic Group. To the best of the knowledgeand belief of the directors of Celtic (who have taken all reasonable care toensure 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 RevisedOffer and Morgan Stanley will not regard any other person as a client inrelation to the Revised Offer and will not be responsible to anyone other thanCentroferve and Severstal Resurs for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. Gleacher Shacklock LLP is acting exclusively for Celtic and no one else inconnection with the Revised Offer and Gleacher Shacklock LLP will not regard anyother person as a client in relation to the Revised Offer and will not beresponsible to anyone other than Celtic for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. Strand Partners Limited is acting exclusively for Celtic and no one else inconnection with the Revised Offer and Strand Partners Limited will not regardany other person as a client in relation to the Revised Offer and will not beresponsible to anyone other than Celtic for providing the protections affordedexclusively to its clients or for providing advice in relation to the RevisedOffer, the contents of this announcement or any transaction or arrangementreferred to herein. The Revised Offer will not be made, directly or indirectly, in or into anyjurisdiction where it would be unlawful to do so, or by use of the mails, or byany means or instrumentality (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 Revised Offer will not be capable of acceptance by any suchmeans, instrumentality or facility from or within any jurisdiction where itwould be unlawful to do so. Accordingly, copies of this announcement and allother documents relating to the Revised Offer are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where it would be unlawful to do so. Persons receiving suchdocuments (including, without limitation, nominees, trustees and custodians)should observe these restrictions. Failure to do so may invalidate any relatedpurported acceptance of the Revised Offer. Notwithstanding the foregoingrestrictions, Centroferve reserves the right to permit the Revised Offer to beaccepted if, in its sole discretion, it is satisfied that the transaction inquestion is exempt from or not subject to the legislation or regulation givingrise 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 Revised Offer should be made onlyon the basis of the information contained in the Revised Offer Document or anydocument by which the Revised Offer is made. This announcement, including information included or incorporated by referencein this announcement, may contain 'forward-looking statements' concerning theRevised Offer, the Celtic Group and the Severstal Group. Generally, the words 'will', 'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes', 'expects', 'intends', 'anticipates', 'estimates' or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such a future market conditions andthe behaviours of other market participants, and therefore undue reliance shouldnot be placed on such statements. Neither Centroferve nor Severstal nor Celticassumes any obligation in respect of, nor intends to update, theseforward-looking statements, 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 1% or more of the Celtic Shares may havedisclosure obligations under Rule 8.3 of the Irish Takeover Rules, effectivefrom the date of the commencement of the Revised Offer Period. The Revised Offer will be made in the United States pursuant to an exemptionfrom the US tender offer rules provided by Rule 14d-1(c) under the US ExchangeAct. Notice to US holders of Celtic Shares: The Revised Offer will be made for the securities of an Irish public limitedcompany whose shares are listed on the AIM market in the UK and is subject toIrish and UK disclosure requirements, which are different from those of theUnited States. The Revised Offer will be made in the United States pursuant toapplicable US tender offer rules and otherwise in accordance with therequirements of the Irish Takeover Rules. Accordingly, the Revised Offer willbe subject to disclosure and other procedural requirements, including withrespect to withdrawal rights, offer timetable, settlement procedures and timingof payments that are different from those applicable under US domestic tenderoffer procedures and law. The receipt of cash pursuant to the Revised Offer by a US holder of CelticShares may be a taxable transaction for US federal income tax purposes and underapplicable US state and local, as well as foreign and other tax laws. Eachholder of Celtic Shares is urged to consult his independent professional adviserimmediately regarding the tax consequences of acceptance of the Revised 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 theRevised Offer, before or during the period in which the Revised Offer remainsopen for acceptance. These purchases may occur either in the open market atprevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in Ireland andthe UK, will be reported to a Regulatory Information Service of the UK ListingAuthority and will be available on the London Stock Exchange website,www.londonstockexchange.com. Appendix I Conditions of the Offer Centroferve has waived the conditions set out in paragraphs (b) and (d) to (m)in Appendix I to the Original Offer Document and the Revised Offer is subjectonly to the satisfaction or waiver of the remaining conditions set out inAppendix I to the Original Offer Document. Appendix II Sources and Bases of Information 1. The value of the entire issued and to be issued sharecapital of Celtic is based upon 55,827,026 Celtic Shares in issue and 3,706,416Celtic Shares issuable to Celtic Warrantholders under Celtic Warrants with anexercise price 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 information in the register of Celtic Shareholders and the register of CelticWarrantholders. 2. The number of Celtic Shares held by the Celtic Board issourced from the announcement made by Celtic on 12 October 2006. 3. The price of Celtic Shares has in each case been sourcedfrom the Daily Official List of the London Stock Exchange, and represents thevolume weighted average price on the relevant dates. Appendix III Definitions Unless the context otherwise requires and save to the extent superseded in thisannouncement, the definitions in the Original Offer Document shall also apply tothis announcement, together with the following definitions: "Canada" Canada, its provinces, territories and all areas subject to its jurisdiction and political subdivisions thereof "Centroferve Board" the board of directors of Centroferve "Closing Price" the official closing price or middle market quotation, as appropriate, of a Celtic Share as derived from the official list of the London Stock Exchange"Contingent Consideration acceptances of the Revised Offer in respect of 80% in value of the Celtic Shares Threshold" for which the Revised Offer is made "Japan" Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction or any subdivision thereof "Latest Practicable Date" 8 November 2007, the latest business day prior to the date of this announcement "Offer Period" the offer period for the purposes of the Irish Takeover Rules which commenced on 18 September 2007 and will end on the initial closing date of the Revised Offer or, if later, the time at which the Revised Offer becomes unconditional as to acceptances or lapses, whichever first occurs "Original Offer" the cash offer of £2.70 per Celtic Share made by Centroferve on 26 October 2007 to acquire all the Celtic Shares on the terms and subject to the conditions set out in the Original Offer Document "Original Offer Document" the document detailing the terms of the Original Offer sent to Celtic Shareholders on 26 October 2007 "Revised Offer" the cash offer to be made by Centroferve to acquire all the Celtic Shares on the terms and subject to the conditions set out in this announcement and to be set out in the Revised Offer Document and including, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Revised Offer Document" the document detailing the terms of the Revised Offer to be sent to Celtic Shareholders and, for information, to Celtic Warrantholders "South Africa" the Republic of South Africa, its provinces, possessions and territories, and all areas subject to its jurisdiction and any political sub-division thereof All times refer to the time in Dublin, Ireland unless otherwise stated. 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