TMKS.L Regulatory News (TMKS)

2 Nov 2006 09:59

OAO TMK02 November 2006 NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN November 2, 2006 OAO TMK Announces Exercise of Over-Allotment Option OAO TMK (TMK), one of the world's largest manufacturers and suppliers of steelpipes, announces that the joint global coordinators have exercised in full theover-allotment option to purchase 18 million shares at a price of U.S.$5.40 pershare. The over-allotment option was granted in connection with the recent offering byTMK Steel of 180 million shares. After the exercise of the over-allotmentoption, TMK Steel will have sold 198 million shares (excluding a concurrentemployee offering), resulting in aggregate gross proceeds to it of U.S.$1,069.2million. TMK's GDRs trade on the London Stock Exchange under the ticker symbol TMKS, andTMK's Shares trade on the RTS under the ticker symbol TRMK. Credit Suisse, Dresdner Kleinwort and Renaissance Capital are acting as jointglobal coordinators and joint bookrunners in connection with the offering. About TMK TMK is Russia's largest and among the top three pipe producers globally. TMK'splants produce seamless oil country tubular goods ("OCTG"); seamless line pipes;seamless industrial pipes; large-diameter welded pipes; and industrial weldedpipes. TMK is vertically integrated: it produces steel billets, pipes, and hasan international distribution network to deliver a high-quality value-addedrange of products and services to its global customer base. TMK has six production plants that are strategically located to serve theRussian and international oil and gas industry and other large industrialclients, consisting of four plants in Russia and two in Romania. TMK alsoconducts its own marketing and sales operations through a network ofsubsidiaries 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 customersinclude Gazprom, LUKoil, Rosneft, TNK-BP, Surgutneftegaz and Transneft. TMK hasalso participated as a supplier of pipes in numerous Russian and internationalprojects, including the Caspian Pipeline Consortium oil pipeline, the BalticPipeline System oil pipeline and the Yamal-Europe gas pipeline, and TMK iscurrently a supplier in the expansion of the Central Asia-Centre gas pipelineproject. In addition to the oil and gas industry, TMK supplies the chemical,petrochemical, machinery, power generation, construction and agricultureindustries. In 2005, TMK sold over 2.9 million tonnes of pipe products. TMK's totalconsolidated 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.$233.5million, respectively, in 2004. For the six months ended 30 June 2006, based onTMK's unaudited consolidated data, consolidated net sales were U.S.$1,576.3million and adjusted EBITDA was U.S. $393.3 million, as compared to U.S.$1,437.9million and U.S.$262.0 million, respectively, for the six months ended 30 June2005. ____________________________ (1) Adjusted EBITDA is a non IFRS financial measure and represents the Company'sprofit before tax plus depreciation and amortization, and as adjusted to excludethe following items: foreign exchange gain / loss, loss on disposal of property,plant and equipment, finance income and costs, charitable donations, gain / lossfrom 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 Credit SuisseSergey Ilin Nick Koemtzopoulos Tel +44 20 7888 8276Natalia Dokuchaeva Jeffrey Couch Tel +44 20 7883 2043 Alexander Goncharov Tel +7 495 967 8377 Gavin Anderson Tel +44 20 7554 1400 Dresdner Kleinwort Tel +44 207 623 8000Dick Millard Ken RobinsRobert Speed Alex MetherellDaniel Hunter Andrew HollinsMichael Turner MMD Tel +7 495 788 67 84 Renaissance Capital Tel +7 495 981 09 81Stephen Lock Ruben AganbegyanVladimir Melnikov Anton ChernyEugenia Skobeleva This document is not an offer of securities for sale or a solicitation of anoffer to purchase securities in the United States. Any securities of TMK may notbe 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 suchregistration. TMK does not intend to register any portion of the offering in theUnited States or to conduct a public Offering of any securities in the UnitedStates. Some of the information in this press release may contain projections or otherforward-looking statements regarding future events or the future financialperformance 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 cautionsyou that these statements are only predictions and that actual events or resultsmay differ materially. TMK does not intend to update these statements to reflectevents and circumstances occurring after the date hereof or to reflect theoccurrence of unanticipated events. Many factors could cause the actual resultsto differ materially from those contained in projections or forward-lookingstatements of TMK, including, among others, general economic conditions, thecompetitive environment, risks associated with operating in Russia, marketchange in the oil and gas industry, as well as many other risks specificallyrelated to the company and its operations. Neither this press release nor any copy of it may be taken or transmitted intothe United States, Canada, Australia 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 therefore. The offer and the distribution of this press release and/other 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 document is only being distributed to and is only directed at (i) personswho are outside the United Kingdom or (ii) to investment professionals fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the Order) or (iii) high net worth entities, and otherpersons 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 relevantpersons). The securities are only available to, and any invitation, offer oragreement to subscribe, purchase or otherwise acquire such securities will beengaged in only with, relevant persons. Any person who is not a relevant personshould not act or rely on this document or any of its contents. This document is an advertisement for the purposes of applicable measuresimplementing Directive 2003/71/EC (such Directive, together with any applicableimplementing measures in the relevant home Member State under such Directive,the "Prospectus Directive"). A prospectus prepared pursuant to the ProspectusDirective will be published, which, when published, can be obtained from OAOTMK's registered office. 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 the ProspectusDirective is only addressed to qualified investors in that Member State withinthe meaning of the Prospectus Directive. This document does not constitute an advertisement or an offer of securities inRussia. The GDRs have not been and will not be registered in Russia and are notintended for "placement" or "public circulation" in Russia. Credit Suisse and Renaissance Capital, affiliates of which are authorized andregulated by the Financial Services Authority, and Dresdner Bank AG, LondonBranch, 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 ofthis document and will not be responsible to anyone other than OAO TMK forproviding the protections afforded to their respective customers or foraffording advice in relation to the contents of this document or any mattersreferred to herein. Stabilisation/FSA This information is provided by RNS The company news service from the London Stock Exchange