RNS Number:6440J
Rosneft Investments Limited
04 April 2003
4 April 2003
Not for release, publication or distribution in, into or from Canada, Australia
or Japan.
ROSNEFT INVESTMENTS ANNOUNCES A CASH OFFER FOR ANGLO SIBERIAN - PART I
Cash offer by Hoare Govett Limited on behalf of Rosneft Investments Limited, a
wholly owned Jersey subsidiary of OJSC Oil Company Rosneft, for Anglo Siberian
Oil Company plc.
Summary
* Rosneft Investments announces today the terms of a cash offer, to be made
by Hoare Govett on behalf of Rosneft Investments, for the entire issued and to
be issued share capital of Anglo Siberian. Rosneft Investments is a wholly
owned subsidiary of Rosneft.
The Offer
* The Offer price will be 100 pence for an Anglo Siberian Share, valuing
the existing issued share capital of Anglo Siberian at approximately #46.3
million.
* The Offer represents a premium of 100 per cent. over the Closing Price of
50 pence for an Anglo Siberian Share on 2 April 2003, the last dealing day prior
to the announcement by Rosneft Investments that it was considering making an
offer.
* Rosneft Investments has received an irrevocable undertaking and letters
of intent to accept the Offer in respect of a total of 19,036,400 Anglo Siberian
Shares, representing approximately 41.1 per cent. of the current issued share
capital of Anglo Siberian.
These comprise:
- 29.9 per cent. of the current issued share capital the subject of an
irrevocable undertaking from the major shareholder, Lynminster Limited.
- 11.2 per cent. of the current issued share capital the subject of
letters of intent from institutional shareholders.
Reasons for Shareholders to accept
* The Offer represents a compelling price for Anglo Siberian Shareholders:
- realisation of 100 pence in cash - a 100 per cent. premium over the
Closing Price of 50 pence for an Anglo Siberian Share on 2 April 2003; and
- creates certain value now by providing Anglo Siberian Shareholders with a
full cash exit for their existing holdings.
Sergei Bogdanchikov, Chairman of the Rosneft Management Board, commented:
"We believe this offer gives Anglo Siberian shareholders immediate certainty in
an otherwise uncertain situation. The significant premium represents more than
fair value for any potential upside in Anglo Siberian's asset base, given the
Group's lack of progress to date in exploiting its assets. The high level of
support received to date reflects the generosity of our offer.
This proposed acquisition is in line with our strategy of building a quality
reserve base in Russia and the CIS. With our track record and scale of
operations, we are well positioned to exploit fully the value of Anglo
Siberian's asset base in Russia."
This summary should be read in conjunction with the full text of the following
announcement.
Enquiries
Hoare Govett:
Philip Dayer 020 7678 1681
Andrew Osborne 020 7678 7563
College Hill Associates:
James Henderson 020 7457 2020
Phil Wilson-Brown 020 7457 2020
Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Rosneft and Rosneft Investments and no one
else in connection with the Offer and the other matters described herein and
will not be responsible to anyone other than Rosneft and Rosneft Investments for
providing the protections afforded to clients of Hoare Govett or for providing
advice in relation to the Offer and the other matters described herein.
The contents and publication of this release, which has been prepared by and is
the sole responsibility of the Offeror, have been approved for the sole purposes
of section 21 of the Financial Services and Markets Act 2000 by Hoare Govett
which is regulated in the United Kingdom by the Financial Services Authority.
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, Canada, Australia or Japan and
the Offer is not capable of acceptance by any such use, means, instrumentality
or facilities from or within Canada, Australia or Japan. Accordingly, copies of
this announcement and any related documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from Canada, Australia or Japan and persons receiving this announcement
and any related document (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in, into or from Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements. Further details in this regard are
contained in paragraph 6 of Part B of Appendix I to the Offer Document and
paragraph (c) of Part C of Appendix I to the Offer Document.
The Offer in the United States is being made pursuant to an exemption from
certain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act.
US Shareholders should read paragraph 6.2 of Part B of Appendix I to the Offer
Document.
The Offer is being made in the United States by Rosneft Investments. References
in this announcement, the Offer Document and in the Form of Acceptance to the
Offer being made by Hoare Govett on behalf of Rosneft Investments should be read
and construed accordingly.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
Not for release, publication or distribution in, into or from Canada, Australia
or Japan.
Cash offer by Hoare Govett Limited on behalf of Rosneft Investments Limited, a
wholly owned Jersey subsidiary of OJSC Oil Company Rosneft, for Anglo Siberian
Oil Company plc.
1. Introduction
Rosneft Investments announces today a cash offer, to be made by Hoare Govett on
behalf of Rosneft Investments, for the entire issued and to be issued share
capital of Anglo Siberian. Rosneft Investments is a wholly owned subsidiary of
Rosneft.
Rosneft is a vertically integrated state-owned Russian oil group. Its principal
activities involve oil and gas exploration, production, refining and marketing.
Appendix II contains the definitions used in this announcement.
2. The Offer
On behalf of Rosneft Investments, Hoare Govett will offer to acquire, subject to
the terms and conditions set out in Appendix I and to be set out in the Offer
Document and the Form of Acceptance, all of the issued and to be issued Anglo
Siberian Shares on the following basis:
for each Anglo Siberian Share 100 pence in cash
The Offer values the current issued share capital of Anglo Siberian at
approximately #46.3 million. The Offer represents a premium of 100 per cent.
over the Closing Price of 50 pence for an Anglo Siberian Share on 2 April 2003,
the last dealing day prior to the announcement by Rosneft Investments that it
was considering making an offer.
The Offer extends to any Anglo Siberian Shares unconditionally allotted or
issued fully paid (or credited as fully paid) before the date on which the Offer
closes (or such earlier date as Rosneft Investments may, subject to the City
Code, decide).
Anglo Siberian Shares will be acquired by Rosneft Investments fully paid (or
credited as fully paid) and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights attaching to them as at the
date of this announcement, including, without limitation, the right to receive
and retain any dividends and other distributions, announced, declared, made or
payable on or after such date.
3. Reasons to accept the Offer
The Board of Rosneft Investments believes that the Offer represents a compelling
price for Anglo Siberian Shareholders. Implementation of the Offer will:
(a) allow Anglo Siberian Shareholders to realise for each Anglo
Siberian Share 100 pence in cash which represents a premium of 100 per cent.
over the Closing Price of 50 pence for an Anglo Siberian Share on 2 April 2003,
being the last dealing day prior to the announcement by Rosneft Investments that
it was considering making an offer; and
(b) create certain value now by providing Anglo Siberian
Shareholders with a full cash exit for their existing holdings.
4. Undertaking and letters of intent to accept the Offer
Rosneft Investments has received an irrevocable undertaking to accept the Offer
from Lynminster in respect of 13,836,400 Anglo Siberian Shares, representing
approximately 29.9 per cent. of the current issued share capital of Anglo
Siberian. This undertaking will continue to be binding in the event of a higher
competing offer for Anglo Siberian being announced and cannot be withdrawn.
Rosneft Investments has also received letters of intent to accept the Offer from
certain institutional shareholders in respect of, in aggregate, 5,200,000 Anglo
Siberian Shares, representing approximately 11.2 per cent. of the current issued
share capital of Anglo Siberian. These letters of intent are not legally binding
but represent the current intentions of the relevant Anglo Siberian
Shareholders.
Rosneft Investments therefore has an irrevocable undertaking and letters of
intent to accept the Offer in respect of a total of 19,036,400 Anglo Siberian
Shares, representing approximately 41.1 per cent. of the current issued share
capital of Anglo Siberian.
5. Reasons for the Offer and intentions for Anglo Siberian
Rosneft's long term strategy is to reinforce its position as a leading Russian
vertically integrated oil and gas company by increasing its production, refining
and marketing of oil and gas in Russia and developing its international
operations. In line with this strategy, Rosneft intends to continue to build a
quality reserve base in Russia and the CIS through acquisitions and joint
ventures.
The Management Board believes the acquisition of Anglo Siberian represents an
opportunity to pursue this strategy. It is also reviewing other opportunities to
acquire an interest in the Vankor field not owned by Anglo Siberian. If the
Offer is successfully implemented, the Management Board intends to continue the
development of Anglo Siberian's assets.
6. Information on Rosneft
Rosneft is a vertically integrated state-owned Russian oil group. Its principal
activities involve oil and gas exploration, production, refining and marketing.
In 2001 Rosneft's production subsidiaries produced 14.9 million tonnes of crude
oil and condensate, representing approximately 4.3 per cent. of the total
production of crude oil and condensate in the Russian Federation in that year.
Rosneft also purchases crude oil from other Russian producers. The oil produced
by the Rosneft Group and that which is purchased from third parties is exported,
consumed or used internally as feedstock in Rosneft's refining operations, sold
to third parties in the Russian Federation or delivered to third party refiners
in Russia which process the crude oil into refined products on behalf of Rosneft
for a fee.
Rosneft is one of the major refiners of petroleum products in the Russian
Federation. Rosneft operates two oil refineries and a specialised refinery which
produces a number of lubricants and oils. In 2001, Rosneft's refineries
processed 7,718,000 tonnes of crude oil. The refineries produce gasoline,
diesel, jet fuel, fuel oil and other refined products.
Rosneft has one of the largest distribution networks for refined products in the
Russian Federation consisting of 118 petroleum storage depots and approximately
580 operational retail service stations. In addition, Rosneft franchises the
Rosneft brand to approximately 50 service stations which are operated by third
parties. This distribution network operates in some 13 regions of the Russian
Federation, which are located in Western Siberia, Far East Russia, North
Caucasus and the North West of Russia. Rosneft also sells its refined products
through its wholesale distribution network.
In the year ended 31 December 2001, Rosneft reported a profit before taxation of
approximately US$688 million (#438 million) (2000: US$821 million (#523
million)) on turnover of approximately US$2,322 million (#1,480 million) (2000:
US$2,467 million (#1,572 million)). Net assets at 31 December 2001 amounted to
approximately US$1,868 million (#1,190 million).
As at 31 December 2002 the unaudited consolidated management accounts of the
Rosneft Group reflected indebtedness, net of cash balances, of approximately
US$858.3 million (#547.0 million).
Based on unaudited management information, the Management Board expects to
report production for the year ended 31 December 2002 of 16.1 million tonnes of
crude oil and condensate, which would represent an 8.1 per cent. increase over
its production during 2001. The Management Board also expects to report turnover
for the year ended 31 December 2002 of the order of US$2.7 billion, representing
a 16.3 per cent. increase over 2001.
The Rosneft medium term business plan anticipates the Rosneft Group achieving,
by the end of 2006, an annual rate of production of 31 million tonnes of crude
oil and condensate which would represent an increase over the production rate
which the Management Board expects to report for 2002 of approximately 91 per
cent.
7. Information on Anglo Siberian
The principal activities of Anglo Siberian are the exploration and appraisal of
oil and gas reserves in the Western Siberian Petroleum Basin of Russia. The
Anglo Siberian Group has licence interests in the Vankor and North Vankor
fields.
In the year ended 31 December 2001, the Anglo Siberian Group's operating loss
amounted to approximately US$0.64 million (#0.41 million) (2000: US$0.42 million
(#0.27 million)). Loss on ordinary activities before taxation amounted to
approximately US$0.36 million (#0.23 million) (2000: profit of US$0.04 million
(#0.03 million)). Net assets at 31 December 2001 amounted to approximately
US$26.65 million (#16.98 million).
In the six months ended 30 June 2002, Anglo Siberian Group's operating loss
amounted to approximately US$0.31 million (#0.20 million) (2001: US$0.28 million
(#0.18 million)). Loss on ordinary activities before taxation amounted to
approximately US$0.28 million (#0.18 million) (2001: US$0.18 million (#0.11
million)). Net assets at 30 June 2002 amounted to approximately US$26.37 million
(#16.80 million) (2001: US$22.58 million (#14.39 million)).
8. Financing of the Offer
Full acceptance of the Offer (assuming the exercise in full of all outstanding
options under the Anglo Siberian Share Option Scheme which are, or as a result
of the Offer become, exercisable, and in respect of which the exercise price is
less than 100 pence per Anglo Siberian Share) would result in a maximum cash
consideration payable by Rosneft Investments of approximately #48.4 million.
The Offer will be financed entirely from Rosneft's existing cash resources.
9. Management and employees
The Management Board confirms that, following the Offer becoming or being
declared unconditional in all respects, the existing rights, including pension
rights, of all employees of the Anglo Siberian Group will be fully safeguarded.
10. Anglo Siberian Share Option Scheme
The Offer extends to any Anglo Siberian Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) as a result of the
exercise of options under the Anglo Siberian Share Option Scheme prior to the
date on which the Offer closes (or such earlier date as Rosneft Investments may,
subject to the City Code, determine). Following the Offer becoming or being
declared unconditional in all respects, appropriate proposals will be made to
participants in the Anglo Siberian Share Option Scheme who then hold options.
11. Overseas shareholders
The availability of the Offer to persons who are not resident in the UK may be
affected by the laws of the relevant jurisdiction. Persons who are not resident
in the UK should inform themselves about and observe any applicable legal
requirements.
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, Canada, Australia or Japan and
the Offer is not capable of acceptance by any such use, means, instrumentality
or facilities from or within Canada, Australia or Japan. Accordingly, copies of
this announcement and any related documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from Canada, Australia or Japan and persons receiving this announcement
and any related document (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in, into or from Canada,
Australia or Japan.
The Offer in the United States is being made pursuant to an exemption from
certain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act.
The Offer is being made in the United States by Rosneft Investments. References
in this announcement, the Offer Document and in the Form of Acceptance to the
Offer being made by Hoare Govett on behalf of Rosneft Investments should be read
and construed accordingly.
12. Compulsory acquisition and application for cancellation of admission
to trading on AIM
Subject to the Offer becoming or being declared unconditional in all respects,
if sufficient acceptances are received under the Offer, Rosneft Investments
intends to apply the provisions of sections 428 to 430F of the Companies Act to
acquire compulsorily any outstanding Anglo Siberian Shares. Rosneft Investments
intends after the Offer becomes or is declared unconditional in all respects to
procure the making of an application by Anglo Siberian to the London Stock
Exchange for the cancellation of the admission to trading of Anglo Siberian
Shares on AIM not less than 20 business days after the date when notice of its
intention to seek such cancellation is given.
Enquiries:
Hoare Govett:
Philip Dayer 020 7678 1681
Andrew Osborne 020 7678 7563
College Hill Associates:
James Henderson 020 7457 2020
Phil Wilson-Brown 020 7457 2020
Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Rosneft and Rosneft Investments and no one
else in connection with the Offer and the other matters described herein and
will not be responsible to anyone other than Rosneft and Rosneft Investments for
providing the protections afforded to clients of Hoare Govett or for providing
advice in relation to the Offer and the other matters described herein.
The contents and publication of this release, which has been prepared by and is
the sole responsibility of the Offeror have been approved for the sole purposes
of section 21 of the Financial Services and Markets Act 2000, by Hoare Govett
which is regulated in the United Kingdom by the Financial Services Authority.
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, Canada, Australia or Japan and
the Offer is not capable of acceptance by any such use, means, instrumentality
or facilities from or within Canada, Australia or Japan. Accordingly, copies of
this announcement and any related documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from Canada, Australia or Japan and persons receiving this announcement
and any related document (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in, into or from Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements. Further details in this regard are
contained in paragraph 6 of Part B of Appendix I to the Offer Document and
paragraph (c) of Part C of Appendix I to the Offer Document.
The Offer in the United States is being made pursuant to an exemption from
certain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act.
US Shareholders should read paragraph 6.2 of Part B of Appendix I to the Offer
Document.
The Offer is being made in the United States by Rosneft Investments. References
in this announcement, the Offer Document and in the Form of Acceptance to the
Offer being made by Hoare Govett on behalf of Rosneft Investments should be read
and construed accordingly.
The Panel wishes to draw attention to certain UK dealing disclosure requirements
following the announcement of the Offer. The offer period is deemed to commence
at the time when an announcement is made of a proposed or possible offer, with
or without terms.
The above disclosure requirements are set out in more detail in Rule 8 of the
Code. In particular, Rule 8.3 requires public disclosure of dealings during the
offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of Anglo Siberian. Relevant securities include Anglo Siberian Shares,
securities of Anglo Siberian carrying conversion or subscription rights into its
shares, options in respect of and derivatives referenced to its shares. In the
case of the Offer, this requirement will apply until the first closing date or,
if later, the date when the Offer becomes or is declared unconditional as to
acceptances or lapses.
This announcement does not constitute an offer or an invitation to purchase any
securities.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and the Form of
Acceptance accompanying the Offer Document. Anglo Siberian Shareholders who
accept the Offer may only rely on the Offer Document and the Form of Acceptance
for all the terms and conditions of the Offer. In deciding whether or not to
accept the Offer Anglo Siberian Shareholders should rely only on the information
contained, and procedures described, in the Offer Document and the Form of
Acceptance.
Anglo Siberian Shareholders are strongly advised to read the Offer Document that
will be despatched to Anglo Siberian Shareholders today, as it will contain
important information.
ROSNEFT INVESTMENTS ANNOUNCES CASH OFFER FOR ANGLO SIBERIAN - PART 2
Appendix I
Conditions to the Offer
The Offer, which will be made by Hoare Govett on behalf of Rosneft Investments,
a wholly owned Jersey subsidiary of Rosneft, will comply with the rules and
regulations of the London Stock Exchange, the UK Listing Authority and the
provisions of the Code.
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm on 25 April 2003 (or such later time(s) and
/or date(s) as Rosneft Investments may, subject to the rules of the Code,
decide) in respect of not less than 60 per cent. (or such lesser percentage as
Rosneft Investments may decide) of the Anglo Siberian Shares to which the Offer
relates, provided that, unless agreed by the Panel, this condition will not be
satisfied unless Rosneft Investments and/or its wholly owned subsidiaries have
acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or
indirectly, Anglo Siberian Shares carrying, in aggregate, over 50 per cent. of
the voting rights then normally exercisable at general meetings of Anglo
Siberian on such basis as may be required by the Panel (including for this
purpose, to the extent (if any) required by the Panel, any voting rights
attaching to any Anglo Siberian Shares which are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise); and for this purpose (i) the expression "Anglo Siberian Shares to
which the Offer relates" shall be construed in accordance with sections 428-430F
of the Companies Act; and (ii) Anglo Siberian Shares which have been
unconditionally allotted but not issued shall be deemed to carry the voting
rights which they will carry on issue;
(b) Rosneft Investments not having become aware, by reason of any
announcement by Anglo Siberian or otherwise, that:
(i) the sale of a 52 per cent. interest in Yeniseyneft LLC ("Yeniseyneft
") and/or of a 60 per cent. interest in Taymyrneft LLC ("Taymyrneft") by the
Anglo Siberian Group to TotalFinaElf E&P Vankor ("TFEV") (or any affiliate or
assignee of that company or any other company) has been completed; or
(ii) the Anglo Siberian Group's interest in Yeniseyneft is
reduced to below 50.1 per cent. or any agreement (other than the existing
agreement with TFEV) has been entered into which could result in such reduction;
or
(iii) the Anglo Siberian Group's interest in Taymyrneft is reduced
to below 50.1 per cent. or any agreement (other than the existing agreement with
TFEV) has been entered into which could result in such reduction; or
(iv) Anglo Siberian has sold or agreed to sell any interest in any
subsidiary which owns directly or indirectly an interest in Yeniseyneft or in
Taymyrneft;
(c) it being established, in terms satisfactory to Rosneft Investments,
that it is not the intention of the Secretary of State for Trade and Industry to
refer the proposed acquisition of Anglo Siberian by Rosneft Investments, or any
matters arising therefrom, to the Competition Commission;
(d) it being established, in terms satisfactory to Rosneft
Investments, that it is not the intention of the European Commission, pursuant
to Council Regulation (EEC) 4064/89, either to initiate proceedings under
article 6(1)(c) or to make a referral to a competent authority of the United
Kingdom under article 9(1) in respect of the Offer and/or the proposed
acquisition of Anglo Siberian by Rosneft Investments or any matters arising
therefrom;
(e) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other person
or body in any jurisdiction (each, a "Relevant Authority") having decided to
take, instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done anything, and there not being
outstanding any statute, legislation or order, that would or could reasonably be
expected to:
(i) restrict, restrain, prohibit, delay, impose additional
conditions or obligations with respect to, or otherwise interfere with the
implementation of, the Offer or the acquisition of any Anglo Siberian Shares by
Rosneft Investments or any matters arising therefrom;
(ii) result in a material delay in the ability of Rosneft Investments, or
render Rosneft Investments unable, to acquire some or all of the Anglo Siberian
Shares;
(iii) require, prevent, materially delay or materially affect the
divestiture by Rosneft or any of its subsidiaries, subsidiary undertakings or
associated undertakings (including any company of which 20 per cent. or more of
the voting capital is held by Rosneft or any partnership, joint venture, firm or
company in which any of them may be interested) (together the "wider Rosneft
Group") or Anglo Siberian or any of its subsidiaries, subsidiary undertakings or
associated undertakings (including any company of which 20 per cent. or more of
the voting capital is held by the Anglo Siberian Group or any partnership, joint
venture, firm or company in which any of them may be interested) (together the "
wider Anglo Siberian Group") of all or any material portion of their respective
businesses, assets or property or of any Anglo Siberian Shares or other
securities in Anglo Siberian or impose any limitation on the ability of any of
them to conduct their respective businesses or own their respective assets or
properties or any material part thereof to an extent which is material in the
context of the wider Rosneft Group or the wider Anglo Siberian Group,
respectively, in each case taken as a whole;
(iv) impose any material limitation on the ability of any member of the
wider Rosneft Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the Anglo Siberian Shares (whether
acquired pursuant to the Offer or otherwise);
(v) require any member of the wider Rosneft Group or the wider
Anglo Siberian Group to offer to acquire any shares or other securities or
rights thereover in any member of the wider Anglo Siberian Group owned by any
third party;
(vi) make the Offer or its implementation or the proposed acquisition of
Anglo Siberian or any member of the wider Anglo Siberian Group or of any Anglo
Siberian Shares or any other shares or securities in, or control of, Anglo
Siberian, illegal, void or unenforceable in or under the laws of any
jurisdiction;
(vii) impose any limitation on the ability of any member of the
wider Rosneft Group or the wider Anglo Siberian Group to co-ordinate its
business, or any part of it, with the business of any other member of the wider
Rosneft Group or the wider Anglo Siberian Group in each case to an extent which
is material in the context of the relevant group taken as a whole; or
(viii) otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the wider Rosneft Group or the
wider Anglo Siberian Group or the exercise of rights of shares of any company in
the Anglo Siberian Group to an extent which is material in the context of
respectively the wider Rosneft Group taken as a whole and the wider Anglo
Siberian Group taken as a whole, and all applicable waiting periods during which
such Relevant Authority could institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or otherwise intervene
having expired, lapsed or been terminated;
(f) all authorisations, orders, grants, consents,
clearances, licences, permissions and approvals, in any jurisdiction, deemed
necessary or appropriate by Rosneft Investments for or in respect of the Offer,
the proposed acquisition of any shares or securities in, or control of, Anglo
Siberian or any member of the wider Anglo Siberian Group by any member of the
wider Rosneft Group or the carrying on of the business of any member of the
wider Anglo Siberian Group or the wider Rosneft Group or any matters arising
therefrom being obtained in terms satisfactory to Rosneft Investments from all
appropriate Relevant Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any member of the wider Anglo
Siberian Group or the wider Rosneft Group has entered into contractual
arrangements and such authorisations, orders, grants, consents, clearances,
licences, permissions and approvals remaining in full force and effect and there
being no intimation of any intention to revoke or not to renew the same and all
necessary filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been terminated and
all necessary statutory or regulatory obligations in any jurisdiction in respect
of the Offer or the proposed acquisition of Anglo Siberian by Rosneft
Investments or of any Anglo Siberian Shares or any matters arising therefrom
having been complied with;
(g) appropriate assurances being received, in terms
satisfactory to Rosneft Investments, from the relevant authorities or any party
with whom any member of the wider Anglo Siberian Group has any contractual or
other relationship that the interests held by any member of the wider Anglo
Siberian Group under licences, leases, consents, permits and other rights will
not be adversely amended or otherwise affected by the Offer or the proposed
acquisition of Anglo Siberian or any matters arising therefrom, that such
licences, leases, consents, permits and other rights are in full force and
effect and that there is no intention to revoke or amend any of the same;
(h) save as disclosed by Anglo Siberian by the
delivery of an announcement to a Regulatory Information Service (such
disclosures being hereinafter referred to as being "publicly announced") prior
to 4 April 2003, there being no provision of any agreement, instrument, permit,
licence or other arrangement to which any member of the wider Anglo Siberian
Group is a party or by or to which it or any of its assets may be bound or
subject, which, as a consequence of the Offer or the acquisition of Anglo
Siberian or because of a change in the control or management of Anglo Siberian
or any member of the Anglo Siberian Group or any matters arising therefrom or
otherwise, could or might have the result (to an extent which could have a
material adverse effect on the Anglo Siberian Group taken as a whole) that:
(i) any moneys borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the wider Anglo Siberian
Group becomes or is capable of being declared repayable immediately or earlier
than the repayment date stated in such agreement, instrument or other
arrangement or the ability of any member of the wider Anglo Siberian Group to
borrow moneys or incur indebtedness is withdrawn, inhibited or adversely
affected;
(ii) any mortgage, charge or other security interest is created over
the whole or any part of the business, property or assets of any member of the
wider Anglo Siberian Group or any such security (whenever arising) becomes
enforceable;
(iii) any such agreement, instrument, permit, licence or other arrangement,
or any right, interest, liability or obligation of any member of the wider Anglo
Siberian Group therein or thereunder, is terminated or adversely modified or
affected or any material action is taken or onerous obligation arises
thereunder;
(iv) the value of any member of the wider Anglo Siberian Group or its
financial or trading position is prejudiced or adversely affected;
(v) any material asset or, other than in the ordinary course of business,
any asset of the wider Anglo Siberian Group is or falls to be charged or
disposed of;
(vi) the rights, liabilities, obligations or interests or business of
any member of the wider Anglo Siberian Group in or with any other person, firm
or company (or any arrangement relating to such interest or business) are
terminated, modified or adversely affected; or
(vii) any member of the wider Anglo Siberian Group ceases to be able to carry
on business under any name under which it currently does so;
(i) since 31 December 2001 (being the date to
which the latest published audited report and accounts of Anglo Siberian were
made up) and save as expressly referred to in the interim results of Anglo
Siberian or other documents set out in Appendix III to the Offer Document and
save as publicly announced prior to 4 April 2003, no member of the Anglo
Siberian Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or issued or authorised or proposed the issue of
or granted securities convertible into or rights, warrants or options to
subscribe for or acquire such shares or convertible securities or redeemed,
purchased or reduced or announced any intention to do so or made any other
change to any part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution other than
dividends lawfully paid to Anglo Siberian or wholly owned subsidiaries of Anglo
Siberian;
(iii) authorised or proposed or announced its intention to propose any
merger or acquisition or disposal or transfer of assets or shares or any change
in its share or loan capital;
(iv) issued or authorised or proposed the issue of any debentures or incurred
or save in the ordinary course of business increased any indebtedness or
contingent liability which in any such case is material in the context of the
wider Anglo Siberian Group taken as a whole;
(v) disposed of or transferred, mortgaged or encumbered any asset or any
right, title or interest in any asset or entered into or varied any contract,
commitment or arrangement (whether in respect of capital expenditure or
otherwise) which is of a long term or unusual nature or which involves or could
involve an obligation of a nature or magnitude which is material or authorised,
proposed or announced any intention to do so in any such case which is material
in the context of the wider Anglo Siberian Group taken as a whole;
(vi) entered into or varied or proposed to enter into or vary any contract,
reconstruction, amalgamation, arrangement or other transaction which is of a
long term or unusual or onerous nature or is otherwise than in the ordinary
course of business or announced any intention to do so;
(vii) entered into, or varied the terms of, any contract or agreement with
any of the directors or senior executives of Anglo Siberian;
(viii) taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
and revenues or analogous proceedings are taken or proposed in any jurisdiction;
(ix) waived or compromised any claim other than in the ordinary course
of business;
(x) made any amendment to its memorandum or articles of association;
(xi)entered into any contract, transaction or arrangement which is or may be
restrictive on the business of any member of the wider Anglo Siberian Group or
the wider Rosneft Group;
(xii) entered into any contract, commitment or agreement with respect to any
of the transactions or events referred to in this condition (i); and
(xiii) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial part
of its business;
(j) since 31 December 2001 (being the date to which the latest
published audited report and accounts of Anglo Siberian were made up) and save
as disclosed in the interim results of Anglo Siberian or other documents set
out in Appendix III of the Offer Document or save as publicly announced prior to
4 April 2003:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remained outstanding by or against any member of the wider Anglo Siberian Group
or to which any member of the wider Anglo Siberian Group is or may become a
party (whether as plaintiff, defendant or otherwise) (which in any case is or
might be material in the context of the Anglo Siberian Group taken as a whole);
(ii) no material adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of any member of the wider
Anglo Siberian Group (which in any case is or might be material in the context
of the wider Anglo Siberian Group taken as a whole);
(iii) no investigation by any Relevant Authority against or in respect of
any member of the wider Anglo Siberian Group having been threatened, announced,
implemented or instituted or remaining outstanding by, against or in respect of
any member of the wider Anglo Siberian Group which, in any case, could have a
material adverse effect on the wider Anglo Siberian Group taken as a whole; and
(iv) no material contingent or other liability having arisen which would or
might reasonably be expected to affect adversely any member of the Anglo
Siberian Group to an extent which is material in the context of the Anglo
Siberian Group when taken as a whole;
(k) Rosneft Investments not having discovered that, save as
publicly announced prior to 4 April 2003:
(i) any business, financial or other information concerning any
member of the Anglo Siberian Group disclosed, publicly or otherwise at any time
to Rosneft Investments, by or on behalf of any member of the Anglo Siberian
Group, either contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading; or
(ii) any member of the wider Anglo Siberian Group is subject to any
liability, actual or contingent, which is not disclosed in the annual report and
accounts of Anglo Siberian for the financial year ended 31 December 2001;
(iii) any past or present member of the wider Anglo Siberian Group has not
complied with all applicable legislation or regulations of any jurisdiction with
regard to the storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or to harm human health or otherwise relating to environmental matters (which
non-compliance might give rise to any liability (whether actual or contingent)
on the part of any member of the wider Anglo Siberian Group) or that there has
otherwise been any such disposal, discharge, spillage, leak or emission (whether
or not the same constituted a non-compliance by any person with any such
legislation or regulations and wherever the same may have taken place) which in
any such case might give rise to any material liability (whether actual or
contingent) on the part of any member of the wider Anglo Siberian Group;
(iv) there is or is likely to be any material liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
wider Anglo Siberian Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
third party or otherwise;
(v) that circumstances exist (whether as a result of the making of the Offer
or otherwise) which might lead to any Relevant Authority instituting or any
member of the wider Anglo Siberian Group or the wider Rosneft Group might be
required to institute, an environmental audit or take any other steps which in
any such case might result in any actual or contingent liability to improve or
install new plant or equipment or make good, repair, re-instate or clean up any
land or other asset now or previously owned, occupied or made use of by any
member of the wider Anglo Siberian Group; or
(vi) circumstances exist whereby a person or class of persons might have any
claim or claims which could have a material adverse effect on the financial or
trading position of the wider Anglo Siberian Group taken as a whole in respect
of any product or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or present member of
the wider Anglo Siberian Group.
Rosneft Investments reserves the right to waive all or any of conditions (b) to
(k) (inclusive) above, in whole or in part. Conditions (b) to (k) (inclusive)
must be satisfied as at, or waived on or before, 21 days after the later of 25
April 2003 and the date on which condition (a) is fulfilled (or in each case
such later date as the Panel may agree) provided that Rosneft Investments shall
be under no obligation to waive or treat as satisfied any of conditions (b) to
(k) (inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfillment.
If Rosneft Investments is required by the Panel to make an offer for Anglo
Siberian Shares under the provisions of Rule 9 of the Code, Rosneft Investments
may make such alterations to the conditions as are necessary to comply with the
provisions of that Rule.
The Offer will lapse if the Offer is referred to the Competition Commission or
if the European Commission in respect thereof either initiates proceedings under
article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a
competent authority of the United Kingdom under article 9(1) of that Regulation,
before (in any such case) the later of 25 April 2003 and the date when the Offer
becomes or is declared unconditional as to acceptances. If the Offer lapses, the
Offer will cease to be capable of further acceptance and Anglo Siberian
Shareholders accepting the Offer shall, upon the Offer lapsing, cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.
Appendix II
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"AIM" the Alternative Investment Market of the London Stock Exchange
"Anglo Siberian" Anglo Siberian Oil Company plc
"Anglo Siberian Group" Anglo Siberian, together with its subsidiary undertakings
"Anglo Siberian Optionholder" or " a holder of options under the Anglo Siberian Share Option
Optionholder" Scheme
"Anglo Siberian Share Option Scheme" The Anglo Siberian Oil Company plc Share Option Scheme
"Anglo Siberian Shareholder" a holder of Anglo Siberian Shares
or "Shareholder"
"Anglo Siberian Shares" the existing unconditionally allotted or issued and fully paid
(or credited as fully paid) ordinary shares of 25p each in the
or "Shares" capital of Anglo Siberian and any further such shares which are
unconditionally allotted or issued fully paid or credited as
fully paid after the date hereof and before the date on which
the Offer ceases to be open for acceptance (or such earlier
date as Rosneft Investments may, subject to the Code, decide)
including any such shares which are so allotted or issued
pursuant to the exercise of options granted under the Anglo
Siberian Share Option Scheme or otherwise
"Board" or "Directors" the directors of either Rosneft Investments or Anglo Siberian,
as the context requires
"Certificated" or a share which is not in Uncertificated Form (that is a share
not held in CREST)
"in Certificated Form"
"CIS" the Commonwealth of Independent States
"Closing Price" the closing middle market quotation of a share as derived from
the Daily Official List
"Code" or "City Code" the City Code on Takeovers and Mergers as amended or
interpreted from time to time by the Panel
"Companies Act" Companies Act 1985 as amended
"CREST" the relevant system (as defined in the Regulations) in respect
of which CRESTCo is the operator (as defined in the
Regulations)
"CRESTCo" CRESTCo Limited
"CREST payment" has the meaning given to that term in the CREST manual issued
by CRESTCo
"Daily Official List" the Daily Official List of the London Stock Exchange
"Escrow Agent" Lloyds TSB Registrars, in its capacity as escrow agent as
defined in the CREST manual issued by CRESTCo
"Exchange Act" the US Securities Exchange Act of 1934, as amended
"Form of Acceptance" the form of acceptance and authority for use in connection with
the Offer
"Hoare Govett" Hoare Govett Limited
"London Stock Exchange" London Stock Exchange plc
"Lynminster" Lynminster Limited
"Management Board" the management board of Rosneft
"Offer" the cash offer being made by Hoare Govett on behalf of Rosneft
Investments, a subsidiary of Rosneft, to acquire all of the
Anglo Siberian Shares on the terms and subject to the
conditions set out in the Offer Document and the Form of
Acceptance (including, where the context so requires, any
subsequent waiver, revision, variation, extension or renewal
thereof)
"Offer Document" the document to be addressed to Anglo Siberian Shareholders on
behalf of Rosneft Investments, containing and setting out the
terms and conditions of the Offer
"Offer Period" the period commencing on 3 April 2003 (the date of the
announcement by Rosneft Investments that it was considering
making an offer) until whichever of the following shall be the
latest: (i) 3.00 pm on 25 April 2003, (ii) the date on which
the Offer lapses, and (iii) the date on which the Offer becomes
or is declared unconditional as to acceptances
"Panel" the Panel on Takeovers and Mergers
"PSA" a production sharing agreement
"Regulations" the Uncertificated Securities Regulations 2001
"Regulatory Information Service" any of the services set out in Schedule 12 to the Listing Rules
of the UK Listing Rules
"Rosneft" OJSC Oil Company Rosneft, a company incorporated in Russia,
together, where the context so requires, with its existing
subsidiary undertakings
"Rosneft Group" Rosneft and its subsidiaries and subsidiary undertakings, or
any of them
"Rosneft Investments" Rosneft Investments Limited
"TTE Instruction" a transfer to escrow instruction (as defined by the CREST
manual issued by CRESTCo)
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
"Uncertificated" or a share or shares recorded on the register of members as being
held in uncertificated form in CREST and title to which, by
"in Uncertificated Form" virtue of the Regulations, may be transferred by means of CREST
"US" or "United States" the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction
Save where otherwise stated, for the purpose of this announcement, "subsidiary",
"subsidiary undertaking" and "associate" have the respective meanings given to
them by the Companies Act.
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
Appendix III
Calculations and sources of information
1. General
Unless otherwise stated, (i) financial information relating to Rosneft has been
extracted, without material adjustment, from the audited consolidated financial
statements for the three years ended 31 December 2001, and (ii) financial
information relating to Anglo Siberian has been extracted, without material
adjustment, from the published annual reports and accounts and interim
statements for the relevant periods.
2. Exchange Rates
Amounts denominated, unless otherwise stated in US$ and Russian Roubles have,
for the purpose of this announcement, been converted into # at an exchange rate
of US$1.5692 to #1 and 49.0920 Russian Roubles to #1, respectively being the
closing mid-point exchange rate sourced from the Financial Times on 3 April 2003
(the last business day prior to the announcement of the Offer).
3. Share prices
The market price of an Anglo Siberian Share is based on the Closing Price of 50
pence for an Anglo Siberian Share obtained from the Daily Official List on 2
April 2003 (the last business day prior to the announcement by Rosneft
Investments that it was considering making an offer).
4. Value of the Offer
References to the value of the Offer for the whole of the issued share capital
of Anglo Siberian assume the number of Anglo Siberian Shares currently in issue
to be 46,289,820. References to the value of the Offer, assuming the exercise
of all outstanding options, assume the existence of options which are, or as a
result of the Offer become, exercisable, and in respect of which the exercise
price is less than 100 pence per Anglo Siberian Share to be in respect of a
total of 2,114,000 Anglo Siberian shares.
5. Premium
The premium, of the Offer price to the pre-announcement price, of 100 per cent.
is calculated on the basis of the Offer price of 100 pence and the market price
per Anglo Siberian Share as set out in paragraph 3 above.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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