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:
UK Greg Quine
Financial Dynamics, London
+44 (20) 7831 3113
Russia Michael Guerin
Financial Dynamics, Moscow
+7 (495) 795 0623
+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
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
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
Provider ID: 06189399
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