ROSN.L Regulatory News (ROSN)

14 Aug 2006 10:16

OJSC OC Rosneft14 August 2006 This document is not a prospectus but an advertisement. Investors should notsubscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus. OJSC OC Rosneft ( the Company ) Announcement of Exercise of Over-Allotment Option following the Successful Offering of Shares, and GDRs representing Shares, in the Company Further to the announcement dated 14 July 2006 in relation to the globaloffering (the 'Global Offering') of ordinary shares in the Company ( Shares ),including in the form of global depositary receipts ('GDRs'), the Companyannounces that it has received notice on 11 August 2006 from ABN AMRORothschild, Dresdner Kleinwort (the investment division of Dresdner Bank AG),J.P. Morgan Securities Ltd. and Morgan Stanley & Co. International Limited ofthe exercise of the over-allotment option in respect of 31,189,362 GDRs(representing 31,189,362 Shares) referred to in the prospectus issued by theCompany on 14 July 2006. The price per Share issued pursuant to theover-allotment option is equal to the offer price announced on 14 July 2006(US$7.55 per Share and per GDR). Following the issue of the additional Shares pursuant to the over-allotmentoption, the total size of the Global Offering will be 1,411,421,975 Shares,including Shares in the form of GDRs, corresponding to a total offer size ofapproximately US$10.6 billion. Net proceeds (post commissions) receivable by the Company in connection with theissue of Shares pursuant to the over-allotment option will amount toapproximately US$232 million. It is expected that the over-allotment option will close on 16 August 2006. NOTES FOR EDITORS Rosneft is a vertically integrated oil and gas company with upstream anddownstream operations located principally in Russia. Rosneft had at 31 December2005 18.9 billion boe of proved (SPE) reserves, including 14.9 billion barrelsof proved crude oil reserves and 24.4 trillion cubic feet of gas. Based onproduction rates for 2005, the Company's proved reserves will last for 28 years. Rosneft operates eleven oil and gas producing enterprises across Russia as wellas a portfolio of exploration projects located in strategic areas includingRussia's Far East, Eastern Siberia, the Black Sea and the Caspian Sea. Inaddition to its strong upstream operations, the Company also owns four loadingterminals and two refineries, which have a combined capacity of 10 million tonsper year, as well as a nationwide network of over 650 service stations. Rosneft's total revenues increased from approximately USD 3.6 billion in 2003 toapproximately USD 5.3 billion in 2004 and to approximately USD 24.0 billion in2005. Rosneft's total revenues increased from approximately USD 4.4 billion inthe first quarter of 2005 to approximately USD 7.5 billion in the first quarterof 2006. Similarly, Rosneft's net income increased from approximately USD 0.39billion in 2003 to approximately USD 0.84 billion in 2004 and to approximatelyUSD 4.16 billion in 2005. Rosneft's net income increased from approximately USD0.72 billion in the first quarter of 2005 to approximately USD 0.80 billion inthe first quarter of 2006. OJSC OC Rosneft Information Division tel: +7 495 221-31-07 fax: +7 495 411-54-21 n_manvelov@rosneft.ru August 14, 2006 For further information please contact: OJSC OC Rosneft Investor Relations a_bogdanchikov@rosneft.ru +7 495 221 35 55 BrunswickGroup Tel: +44 207404 5959 Andrew Hood Patrick Handley Jonathan Rhodes Pavla Shaw *NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Some of the information in this press release may contain projections or otherforward-looking statements regarding future events or the future financialperformance of the Company. You can identify forward looking statements by termssuch as "expect," "believe," "anticipate," "estimate," "intend," "will,""could," "may" or "might" the negative of such terms or other similarexpressions. The Company wishes to caution you that these statements are onlypredictions and that actual events or results may differ materially. The Companydoes not intend to update these statements to reflect events and circumstancesoccurring after the date hereof or to reflect the occurrence of unanticipatedevents. Many factors could cause the actual results to differ materially fromthose contained in projections or forward-looking statements of the Company,including, among others, general economic conditions, the competitiveenvironment, risks associated with operating in Russia, market change in the oiland gas industry, as well as many other risks specifically related to theCompany and its operations. Neither this press release nor any copy of it may be taken or transmitted intothe United States, Australia, Canada or Japan. This press release does notconstitute or form part of any offer or invitation to sell, or any solicitationof any offer to purchase nor shall it (or any part of it) or the fact of itsdistribution, form the basis of, or be relied on in connection with, anycontract therefor. The offer and the distribution of this press release andother information in connection with the listing and offer in certainjurisdictions may be restricted by law and persons into whose possession anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. This communication is only directed at (i) persons who are outside the UnitedKingdom or (ii) to investment professionals falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the"Order") or (iii) high net worth entities, and other persons to whom it maylawfully be communicated, falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as "relevant persons"). The GDRsare only available to, and any invitation, offer or agreement to subscribe,purchase or otherwise acquire such securities will be engaged in only with,relevant persons. Any person who is not a relevant person should not act or relyon this communication or any of its contents. Stabilisation/FSA. Any offer of securities to the public that may be deemed to be made pursuant tothis communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State,the "Prospectus Directive") is only addressed to qualified investors in thatMember State within the meaning of the Prospectus Directive. This document is an advertisement for the purposes of the applicable measuresimplementing the Prospectus Directive. A prospectus prepared pursuant to theProspectus Directive is intended to be published, which, if published, will bemade available to the public in accordance with the applicable rules. These materials are not an offer for sale of any securities of Rosneft in theUnited States. Any securities of the Company may not be offered or sold in theUnited States absent registration or an exemption from registration under theU.S. Securities Act of 1933. The Company has not registered and does not intendto register any portion of the offering in the United States or to conduct apublic offering of any securities in the United States. Information contained in this press release does not constitute a public offeror an advertisement of the GDRs in Russia, is not an offer, or an invitation tomake offers, to purchase GDRs in Russia, and must not be passed on to thirdparties or otherwise be made publicly available in Russia. The GDRs have notbeen and will not be registered in Russia and are not intended for "placement"or "public circulation" in Russia. The price and value of, and income from, the ordinary shares and GDRs may go upas well as down. Persons needing advice should consult a professional adviser. This information is provided by RNS The company news service from the London Stock Exchange