SVST.L Regulatory News (SVST)

20 Nov 2007 17:11

OAO Severstal20 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. 20th November 2007 RECOMMENDED REVISED CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL FOR CELTIC RESOURCES HOLDINGS PLC POSTING OF REVISED OFFER DOCUMENT Centroferve Limited ("Centroferve") announces that, following the announcementon 9 November 2007 of its revised recommended all cash offer of up to £2.90 perordinary share (the "Revised Offer") for the entire issued and to be issuedordinary share capital of Celtic Resources Holdings plc ("Celtic"), it has todayposted a Revised Offer Document formally making the Revised Offer to theshareholders of Celtic (the "Revised Offer Document"). As announced on 9 November 2007, Centroferve, a wholly owned subsidiary ofSeverstal, has agreed to increase its Original Offer: • to £2.80 per Celtic Share in cash effective immediately; or • to £2.90 per Celtic Share in cash in the event that Centroferve receives acceptances of the Revised Offer in respect of 80% in value of the Celtic Shares for which the Revised Offer is made, a level of acceptances that would entitle Centroferve to proceed with compulsory acquisition of Celtic Shares held by Celtic Shareholders who have not accepted the Revised Offer in accordance with section 204 of the Companies Act 1963. At a price of £2.90 per Celtic Share, the terms of the Revised Offer represent: • a premium of approximately 43% to the Closing Price of Celtic Shares on 17 September 2007, the day prior to an announcement by Celtic that it had received an approach from Severstal Resurs • a premium of approximately 52% to the volume weighted average price for a Celtic Share in the one month period to 17 September 2007 • a premium of approximately 54% to the volume weighted average price for a Celtic Share in the three month period to 17 September 2007 In the Revised Offer Document the Celtic Board unanimously recommends thatCeltic Shareholders accept the Revised Offer, as the members of the Celtic Boardwho hold Celtic Shares have done or intend to in respect of their own beneficialholdings, and as HJ Resources Limited (a company affiliated to Kevin Foo) hasdone or 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. As Centroferve announced on 19 November 2007, as at 3.00 p.m. (Dublin time) on16 November 2007, the first closing date of the Offer, Centroferve had receivedacceptances of the Original Offer valid in all respects, and also now valid forthe Revised Offer, in respect of 8,872,708 Celtic Shares, representingapproximately 15.9% of the issued share capital of Celtic, includingapproximately 1.96% held by members of the Celtic Board. In addition,Centroferve has received an irrevocable undertaking from Bluecone Limited toaccept or procure acceptance of the Revised Offer in respect of 16,583,002Celtic Shares representing approximately 29.7% of the issued share capital ofCeltic. Taken together, Centroferve has received acceptances or commitments toaccept its Revised Offer from Celtic Shareholders representing approximately52.6% of the issued share capital of Celtic. 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 frompersons acting in concert with Centroferve. Prior to the Offer Period, Bluecone,a company owned by Severstal, acquired 12,281,946 Celtic Shares, and during theOffer Period (but before the Original Offer was made) Bluecone acquired afurther 4,301,056 Celtic Shares. As a result, Bluecone owns 16,583,002 CelticShares representing approximately 29.7% of the issued share capital of Celtic,and Bluecone has given an irrevocable undertaking to Centroferve to accept orprocure acceptance of the Revised Offer in respect of those shares. Other thanthe Celtic 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 Revised Offer Document have the same meaning in this announcement unless otherwise stated. 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 20 7831 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 onlyon the 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 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. This information is provided by RNS The company news service from the London Stock Exchange