TMKS.L Regulatory News (TMKS)

31 Oct 2006 07:01

OAO TMK 31 October 2006 October 31, 2006 OAO TMK ANNOUNCES DETAILS OF ITS LISTING ON THE LONDON STOCK EXCHANGE AND THE RUSSIAN TRADING SYSTEM OAO TMK ('TMK'), one of the world's largest manufacturers and suppliers of steel pipes, announced today that it has set the price of its initial public offering (the 'Offering'), including listing on the London Stock Exchange and the Russian Trading System (RTS). Details of the Offering are as follows: - The Offering on the London Stock Exchange comprises an offer by TMK's controlling shareholder, TMK Steel Limited (the 'Selling Shareholder') , of 180 million Shares in TMK. The Selling Shareholder has also granted the joint global coordinators an over-allotment option in respect of an additional 18 million Shares, exercisable within 30 days. Concurrently with the Offering, the Selling Shareholder is selling an additional 2.65 million Shares to its employees. - The price for the Offering (the 'Offer Price') has been set at U.S.$5.40 per Share and U.S.$21.60 per Global Depositary Receipt ('GDR'), with each GDR representing an interest in four Shares. - The Offer Price per share represents the top of the price range announced on 18 October 2006 and results in TMK having a market capitalization of U.S.$ 4.714 billion. - At the Offer Price, the Offering was oversubscribed by a factor of more than 19 times. - Including the employee offering and assuming the over-allotment option is exercised in full, TMK's free float will amount to approximately 23% of TMK's issued share capital. - TMK's GDRs will trade on the London Stock Exchange under the ticker symbol 'TMKS'. - TMK's Shares will trade on the RTS under the ticker symbol 'TRMKG'. Dr. Dmitriy Pumpyanskiy, chairman of the board of directors, said: 'We are delighted with the strong levels of interest and participation in the offering from a broad range of investors. We are looking forward to the next stage of development of TMK as a public company.' Credit Suisse, Dresdner Kleinwort and Renaissance Capital are acting as joint global co-ordinators and joint bookrunners in connection with the offering. About TMK TMK is Russia's largest and among the top three pipe producers globally. TMK's plants produce seamless oil country tubular goods ('OCTG'); seamless line pipes; seamless industrial pipes; large-diameter welded pipes; and industrial welded pipes. TMK is vertically integrated: it produces steel billets, pipes, and has an international distribution network to deliver a high-quality value-added range of products and services to its global customer base. TMK has six production plants that are strategically located to serve the Russian and international oil and gas industryand other large industrial clients, consisting of four plants in Russia and two in Romania. TMK also conducts its own marketing and sales operations through a network of subsidiaries in Russia, the CIS, Europe, the Middle East and the United States. TMK serves customers in more than 65 countries including Shell, AGIP, Repsol, Saudi Aramco, Wintershall and Anadarko Petroleum. TMK's Russian customers include Gazprom, LUKoil, Rosneft, TNK-BP, Surgutneftegaz and Transneft. TMK has also participated as a supplier of pipes in numerous Russian and international projects, including the Caspian Pipeline Consortium oil pipeline, the Baltic Pipeline System oil pipeline and the Yamal-Europe gas pipeline, and TMK is currently a supplier in the expansion of the Central Asia-Centre gas pipeline project. In addition to the oil and gas industry, TMK supplies the chemical, petrochemical, machinery, power generation, construction and agriculture industries. In 2005, TMK sold over 2.9 million tonnes of pipe products. TMK's total consolidated net sales in 2005 were U.S.$2,938.2 million, and adjusted EBITDA (1) was U.S.$561.4 million, as compared to U.S.$1,984.0 million and U.S.$233.5 million, respectively, in 2004. For the six months ended 30 June 2006, based on TMK's unaudited consolidated data, consolidated net sales were U.S.$1,576.3 million and adjusted EBITDA was U.S. $393.3 million, as compared to U.S.$1,437.9 million and U.S.$262.0 million, respectively, for the six months ended 30 June 2005. _________________________ (1) Adjusted EBITDA is a non IFRS financial measure and represents the Company's profit before tax plus depreciation and amortization, and as adjusted to exclude the following items: foreign exchange gain / loss, loss on disposal of property, plant and equipment, finance income and costs, charitable donations, gain / loss from the sale of current assets included in other operating income / expenses, other non-recurring operating income and expenses. __________________________ For more information contact: TMK Tel: +7 495 775 7600 Sergey Ilin Natalia Dokuchaeva Gavin Anderson Tel: +44 207554 1400 Dick Millard Michael Turner MMD Tel: +7 495 788 67 84 Stephen Lock Vladimir Melnikov Eugenia Skobeleva Credit Suisse Tel: Nick Koemtzopoulos +44 20 7888 8276 Jeffrey Couch +44 20 7883 2043 Alexander Goncharov +7 495 967 8377 Dresdner Kleinwort Tel: +44 207 623 8000 Ken Robins Alex Metherell Andrew Hollins Renaissance Capital Tel: +7 495 981 09 81 Ruben Aganbegyan Anton Cherny This document is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. Any securities of TMK may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from such registration. TMK does not intend to register any portion of the offering in the United States or to conduct a public Offering of any securities in the United States. Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of TMK. You can identify forward looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could','may' or 'might' the negative of such terms or other similar expressions. TMK cautions you that these statements are only predictions and that actual events or results may differ materially. TMK does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of TMK, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, market change in the oil and gas industry, as well as many other risks specifically related to the company and its operations. Neither this press release nor any copy of it may be taken or transmitted into the United States, Canada, Australia or Japan. This press release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of this press release and/ other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). The securities are 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 rely on this document or any of its contents. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the 'Prospectus Directive'). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from OAO TMK's registered office. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document does not constitute an advertisement or an offer of securities in Russia. The GDRs have not been and will not be registered in Russia and are not intended for 'placement' or 'public circulation' in Russia. Credit Suisse and Renaissance Capital, affiliates of which are authorized and regulated by the Financial Services Authority, and Dresdner Bank AG, London Branch, which is authorized and regulated by the Financial Services Authority, are acting for OAO TMK and for no-one else in connection with the contents of this document and will not be responsible to anyone other than OAO TMK for providing the protections afforded to their respective customers or for affording advice in relation to the contents of this document or any matters referred to herein. Stabilisation/FSA