SVST.L Regulatory News (SVST)

15 Nov 2006 07:04

OAO Severstal15 November 2006 SEVERSTAL Mira str. 30, RU-162600, Cherepovets, Vologda region, RussiaPhone: +7 (8202) 53 14 18, fax: +7 (8202) 53 12 56, www.severstal.com For Immediate Release 15 November 2006 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN This press release is not a prospectus but an advertisement. Investors shouldnot subscribe for any transferable securities referred to in this announcementexcept on the basis of information in the prospectus published by OAO Severstalin connection with the admission of GDRs representing OAO Severstal's shares tothe Official List of the Financial Services Authority. SEVERSTAL BOARD OF DIRECTORS RESOLUTIONS: RECOMMENDED DIVIDEND OF US$0.074 PER SHARE AND GDR FOR THE THIRD QUARTER OF 2006 PRICING OF NEWLY-ISSUED SHARES OAO Severstal (the "Company") today announces that on 14 November 2006 its Boardof Directors recommended a dividend of 2 rubles, an equivalent of US$ 0.074 pershare and per global depositary receipt ("GDR") for the third quarter of 2006with the record date of 16 November 2006. Each GDR represents one share in theCompany. The GDRs are admitted to trading on the London Stock Exchange. The dividend, which is subject to shareholder approval, will be voted on at theCompany's EGM scheduled for 25 December 2006. If approved, the dividend willresult in an aggregate cash payment to holders of ordinary shares and, throughand subject to the terms of the Company's depositary facility, holders of GDRsof approximately US$ 70 million for the third quarter of 2006, which shouldresult in a total dividend payment of approximately US$ 195 million for 9 monthsof 2006, including approximately US$ 125 million paid in the first half of thisyear. The proposed dividend is in line with OAO Severstal's dividend policy announcedin 2003, under which it aims to pay as dividends a minimum of 25% of net profitsreceived by the end of the reporting period, calculated according to IFRS. Thecompany follows this policy according to the announced principles and Russiancorporate law regulations. Following the expiration of shareholder pre-emptive rights, the Board ofDirectors also set the price of the Company's 85 million newly-issued ordinaryshares at 332.74 rubles per share for the open subscription, an equivalent ofUS$ 12.50 per share, and at 322.81 rubles per share for shareholders exercisingpre-emption rights, an equivalent of US$ 12.10 per share. The price payable byshareholders exercising pre-emption rights is equal to the price payable in theopen subscription less the pro rata per share amount of certain commissions,fees and other expenses paid or incurred by shareholders in connection with theCompany's recent Global Offering of ordinary shares and GDRs. According to Articles 40 and 41 of the Federal Law on Joint Stock Companies,shareholders were granted pre-emptive rights to purchase pro-rata to theirexisting shareholding in the Company as at 14 September 2006 - the date of themeeting of the Board of Directors of the Company where the decision to issueadditional shares was approved. Frontdeal and other entities under the controlling shareholder's controlexercised in full their pre-emptive rights to subscribe to newly issued shares. - Ends - Enquiries: Severstal +7 495 540 7766Dmitry Druzhinin, Investor RelationsOlga Antonova, Public Relations Citigate Dewe Rogerson +44 20 7638 9571Andrew HeyTom BaldockMarina Zakharova NOTES TO EDITORS Severstal's business: Severstal's vertical integration, focus on high value-added products,substantial modernisation of operations and recent geographic expansion throughattractive acquisitions have enabled it to leverage cost synergies and generatestronger cash flows and earnings. Severstal seeks to actively enhance itsproduct portfolio with new products to meet customer demand for high qualityflat products in Russia and the United States, particularly in the automotiveindustry, niche products in Russia, including large diameter pipes and wiredrawn products, and specialty and high value products in Europe, includingspecial bars and wire rods produced by Lucchini. This press release does not constitute or form part of any offer or invitationto sell, or any solicitation of any offer to purchase nor shall it (or any partof it) or the fact of its distribution, form the basis of, or be relied on inconnection with, any contract therefore. The offer and the distribution of thispress release and other information in connection with the listing and offer incertain jurisdictions may be restricted by law and persons into whose possessionany document or other information referred to herein comes should informthemselves about and observe any such restriction. Any failure to comply withthese restrictions 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) 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 offeredsecurities are only available to, and any invitation, offer or agreement tosubscribe, purchase or otherwise acquire such securities will be engaged in onlywith, relevant persons. Any person who is not a relevant person should not actor rely on 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 press release is not an offer for sale of any securities of Severstal inthe United States including its territories and dependencies, any state of theUnited States and the District of Columbia. No securities of Severstal havebeen, or will be, registered under the US Securities Act 1933, as amended, andsecurities may not be offered or sold in the United States absent registrationor an exemption from registration under the U.S. Securities Act of 1933, asamended. Information contained in this press release does not constitute anoffer or an advertisement of any securities in the Russian Federation. The GDRshave not been and will not be registered in the Russian Federation and are notintended for "placement" or "public circulation" in the Russian Federation. This information is provided by RNS The company news service from the London Stock Exchange