Cerillion Regulatory News (CER)

19 Nov 2007 08:02

OAO Severstal19 November 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom Canada, South Africa, Japan or any other jurisdiction where it would beunlawful to do so. 19th November 2007 RECOMMENDED REVISED CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC OFFER UPDATE EXTENSION OF OFFER AND ANNOUNCEMENT OF LEVEL OF ACCEPTANCES Centroferve, a wholly owned subsidiary of Severstal, announces that its RevisedOffer for the entire issued and to be issued share capital of Celtic has beenextended and will remain open for acceptance until 3.00 p.m. (Dublin time) on 7 December 2007. The Revised Offer Document will be posted to Celtic Shareholders in the next dayor so. Centroferve announces that, as at 3.00 p.m. on 16 November 2007, being the firstclosing date of the Offer, acceptances of the Offer had been received inrespect of 8,872,708 Celtic Shares (representing approximately 15.9% of theCeltic Shares to which the Offer relates). Centroferve did not hold any Celtic Shares before the commencement of the OfferPeriod and has not acquired or agreed to acquire any Celtic Shares during theOffer Period. None of the acceptances referred to above have been received from persons actingin concert with Centroferve. Prior to the Offer Period, Bluecone, a companyowned by Severstal, acquired 12,281,946 Celtic Shares, and during the OfferPeriod (but before the Original Offer was made) Bluecone acquired a further4,301,056 Celtic Shares. As a result, Bluecone owns 16,583,002 Celtic Sharesrepresenting approximately 29.7% of the issued share capital of Celtic, andBluecone has given an irrevocable undertaking to Centroferve to accept orprocure acceptance of the Offer in respect of those shares. Other than theCeltic Shares held or acquired by Bluecone, no party acting in concert withCentroferve held before the commencement of the Offer Period, or acquired oragreed to acquire during the Offer Period, any Celtic Shares. Terms defined in the Original Offer Document dated 26 October 2007 and theannouncement of the Revised Offer dated 9 November 2007 have the same meaningin this announcement unless otherwise stated. References to the "Offer" includethe Original Offer and the Revised Offer. Enquiries: Centroferve Tel: +7 495 9810 910 ext.6633Roman DeniskinNikolai Zelenski Morgan Stanley & Co. Limited Tel: +44 20 7425 8000Peter BacchusArash 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. To the bestof the knowledge and belief of the directors of Centroferve and the directors ofSeverstal (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto 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. 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 only onthe basis of the information contained in the Revised Offer Document or anydocument by which the Revised Offer is made. Any person who is a holder of 1% or more of the Celtic Shares may havedisclosure obligations under Rule 8.3 of the Takeover Rules, effective from thedate 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 will besubject to disclosure and other procedural requirements, including with respectto withdrawal rights, offer timetable, settlement procedures and timing ofpayments that are different from those applicable under US domestic tender offerprocedures 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. This information is provided by RNS The company news service from the London Stock Exchange