O.A.O. Tatneft announces Re:Share Transaction TATERSTAN -- (MARKET WIRE) -- 11/29/06 -- THIS PRESS-RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES For immediate release OAO Tatneft announces offering of ordinary shares underlying former ADRs representing those shares 29 November 2006 OAO Tatneft (LSE: ATAD) (the "Company") announces today that Merrill Lynch will co-ordinate the offering of approximately 35.5 million ordinary shares of the Company held by The Bank of New York (the "Depositary") underlying the former American Depositary Receipts which became "ineligible GDRs" as a result of the reorganization of the Company's American Depositary Receipt facility undertaken in connection with the Company's intention to terminate the registration of its securities with the U.S. Securities and Exchange Commission (the "SEC"). The securities will be sold in the form of ordinary shares as well as Global Depositary Receipts ("GDRs") representing those shares outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933. The transaction will not include a public offering of the Company's securities or an offering of any securities by the Company in any jurisdiction. The proceeds available from the sale of the securities, after deductions and withholdings relating to the sale, will be made available to the holders of ineligible GDRs pursuant to the terms of the Amended and Restated Deposit Agreement relating to the Company's depositary receipts facility. The Company will announce the price at which the sale will be made when the price becomes known to it. On June 26, 2006, the Company announced its intention to terminate the registration of its securities with the SEC when circumstances permit. On July 10, 2006, the Company and the Depositary entered into the Amended and Restated Deposit Agreement. On September 15, 2006, the Company's delisting from The New York Stock Exchange took effect. The Company subsequently designated November 15, 2006 as a "Certification Date" under the Amended and Restated Deposit Agreement. On or before the Certification Date all holders of the Company's depositary receipts had to certify to the Depositary that they are either non-resident in the United States or Qualified Institutional Buyers wishing to continue to hold the Company's depositary receipts. The depositary receipts beneficially owned by persons who have provided respective certifications to the Depositary were redesignated as GDRs (CUSIP: US6708312052). Currently, the Company's ordinary shares are traded on MICEX and RTS, and GDRs are traded on the London Stock Exchange and Deutsche Boerse. For more information, please contact: Media UK Greg Quine Jon Simmons Andrew Dowler Financial Dynamics, London +44 (20) 7831 3113 Russia Michael Guerin Financial Dynamics, Moscow +7 (495) 795 0623 Investor Relations: Vasily Mozgovoi OAO Tatneft +7 (495) 980 5226 Forward-looking statements: This press release contains certain forward-looking statements of OAO Tatneft. OAO Tatneft can give no assurance that any of the events mentioned in such statements will occur, or as to the precise timing of their occurrence. Other important legal notices: Merrill Lynch is acting for OAO Tatneft as a financial adviser, and will not be responsible to anyone other than OAO Tatneft for providing the protections afforded to clients of Merrill Lynch or for providing advice in relation to the matters contained in this announcement or any matter concerning the transaction described herein. This press release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Neither OAO Tatneft nor any other participant in the transactions described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the transaction described in this announcement, and there will be no public offering of the securities in the United States. This press release is not a public offer or advertisement of any securities in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity. Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or any person in the Russian Federation, and does not constitute an advertisement of any securities in the Russian Federation. The GDRs have not been and will not be registered in the Russian Federation and are not intended for "placement" or "public circulation" in the Russian Federation. This announcement and any offer described in it if made subsequently is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC). Offers will be made only to persons falling within Article 19(5) and/or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. This information is provided by RNS The company news service from the London Stock Exchange END Provider ID: 06189399
O.A.O. Tatneft announces Re:Share Transaction
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