Mechel Declares the Recommended Cash Offer for Oriel Resources PLC Wholly Unconditional
MOSCOW April 17 PRNewswire - - Not for Release Publication or Distribution in Whole or in Part in into or from Any Jurisdiction Where to Do So Would Constitute a Violation of the Relevant Laws of Such Jurisdiction Mechel OAO NYSE MTL one of the leading Russian mining and metalscompanies announces the following update in relation to the recommended cashoffer made by Mechel for the entire issued and to be issued ordinary sharecapital of Oriel by means of an Offer Document dated 26 March 2008 theOffer Document The Board of Mechel is pleased to announce that all the conditions of theOffer have now been satisfied or waived and that accordingly the Offer istoday declared unconditional in all respects 1 Level of acceptances The Board of Mechel announces that as at 100 pm London time on 16April 2008 the first closing date of the Offer valid acceptances had beenreceived in respect of a total of 611660984 Oriel Shares representingapproximately 9569 per cent of Oriels existing issued ordinary sharecapital The Board of Mechel is therefore pleased to announce that the 90 percent acceptance condition in respect of the Offer has been satisfied As set out in the Offer Document Mechel had received irrevocableundertakings to accept the Offer in respect of a total of 296698351 OrielShares representing approximately 464 per cent of Oriels existing issuedordinary share capital As at 100 pm London time on 16 April 2008 validacceptances of the Offer all of which are included in the total of validacceptances referred to above had been received in respect of all of theseOriel Shares Save as disclosed above and in the Offer Document neither Mechel nor anyperson acting in concert with Mechel for the purposes of the Offer isinterested in or has any rights to subscribe for any Oriel Shares nor doesany such person have any short position or any arrangement in relation toOriel Shares For these purposes arrangement includes any agreement to sellor any delivery obligation or right to require another person to purchase ortake delivery of and borrowing or lending of Oriel Shares An arrangementalso includes any indemnity or option arrangement any agreement orunderstanding formal or informal of whatever nature relating to OrielShares which may be an inducement to deal or refrain from dealing in suchsecurities Interest includes any long economic exposure whetherconditional or absolute to changes in the prices of securities and a personis treated as having an interest by virtue of the ownership or control ofsecurities or by virtue of any option in respect of or derivativereferenced to securities 2 Settlement The consideration due to Oriel Shareholders who have provided valid andcomplete acceptances under the Offer on or before the date of thisannouncement will be dispatched by 30 April 2008 The consideration due toOriel Shareholders who provide valid and complete acceptances under the Offerafter the date of this announcement but while the Offer remains open foracceptance will be dispatched within 14 days of such receipt 3 Offer open for acceptance The Offer will remain open for acceptance until further notice 4 Further acceptances Oriel Shareholders who have not yet accepted the Offer are urged i in respect of Oriel Shares held in certificated form to complete sign and return the relevant Form of Acceptance in accordance with the instructions set out in the Offer Document and in the Form of Acceptance so as to be received as soon as possible ii in respect of Oriel Shares held in CREST to accept electronically through CREST so that the TTE instruction settles as soon as possible and iii in respect of Oriel Shares held through a participant of CDS to accept by following the procedures for a Book-based Transfer established by CDS as soon as possible or otherwise as described in the Offer Document Full details of how to accept the Offer in respect of certificated anduncertificated Oriel Shares are set out in the Offer Document and in thecase of certificated Oriel Shares the accompanying Form of AcceptanceCopies of the Offer Document and the Form of Acceptance can be obtained bycontacting Computershare Investor Services PLC on telephone number 44-870-707-1214 5 Compulsory acquisition and cancellation of trading Mechel intends to apply the provisions of sections 979 to 982 of theCompanies Act 2006 to acquire compulsorily any Oriel Shares that have notaccepted the Offer on the same terms as the Offer Mechel is taking steps to procure the making of an application by Orielto the London Stock Exchange for the cancellation of admission to trading ofOriel Shares on AIM It is anticipated that the cancellation of admission totrading will take effect approximately 20 business days after the date ofthis announcement Accordingly it is expected that such cancellation willtake effect on or around 6 May 2008 or as soon as practicable possiblethereafter Subject to applicable law Mechel intends to take steps to procure Orielto delist the Oriel Shares from the Toronto Stock Exchange and apply to theOntario Securities Commission for a decision that Oriel has ceased to be areporting issuer in Ontario This cancellation and delisting will significantly reduce the liquidityand marketability of any Oriel Shares not assented to the Offer 6 Other Terms used in this announcement shall have the meaning given to them inthe Offer Document unless the context requires otherwise Enquiries Mechel Telephone 7495221-8888 Alexander Tolkach Head of International Affairs and Investor Relations Merrill Lynch Telephone 44020-7628-1000 Kevin Smith Mark Echlin George Close-Brooks Further Information This announcement does not constitute or form part of an offer orsolicitation of any offer to sell or an invitation to purchase any securitiesor the solicitation of an offer to buy any securities pursuant to the Offeror otherwise The Offer is made solely by the Offer Document and the Form ofAcceptance which contain the full terms and conditions of the Offerincluding details of how the Offer may be accepted Any acceptance or otherresponse to the Offer should be made on the basis of the information in theOffer Document and the Form of Acceptance The availability of the Offer to persons who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdiction inwhich they are located Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable legal orregulatory requirements The release publication or distribution of this announcement injurisdictions other than the UK may be restricted by law and therefore anypersons who are subject to the laws of any jurisdiction other than the UKshould inform themselves about and observe any applicable requirements Anyfailure to comply with the applicable requirements may constitute a violationof the securities laws of any such jurisdiction This announcement has beenprepared for the purpose of complying with English law and the Code and theinformation disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the lawsof jurisdictions outside the UK Any persons including without limitation any custodian nominee ortrustee who would or otherwise intend to or who may be under a contractualor legal obligation to forward this announcement andor the Offer Documentandor any other related document to any jurisdiction outside the UK shouldinform themselves of and observe any applicable legal or regulatoryrequirements of their jurisdiction Further details in relation to overseas shareholders are contained in theOffer Document Merrill Lynch which is regulated in the United Kingdom by the FinancialServices Authority is acting exclusively for Mechel in connection with theOffer and no-one else and will not be responsible to anyone other than Mechelfor providing the protections afforded to clients of Merrill Lynch or forproviding advice in relation to the Offer or any other matters referred to inthis announcement - Mechel is one of the leading Russian companies Its business includesthree segments mining steel and power Mechel unites producers of coaliron ore concentrate nickel steel rolled products hardware heat andelectric power Mechel products are marketed domestically andinternationally - Some of the information in this press release may contain projections orother forward-looking statements regarding future events or the futurefinancial performance of Mechel as defined in the safe harbor provisions ofthe US Private Securities Litigation Reform Act of 1995 We wish to cautionyou that these statements are only predictions and that actual events orresults may differ materially We do not intend to update these statementsWe refer you to the documents Mechel files from time to time with the USSecurities and Exchange Commission including our Form 20-F These documentscontain and identify important factors including those contained in thesection captioned Risk Factors and Cautionary Note RegardingForward-Looking Statements in our Form 20-F that could cause the actualresults to differ materially from those contained in our projections orforward-looking statements including among others the achievement ofanticipated levels of profitability growth cost and synergy of our recentacquisitions the impact of competitive pricing the ability to obtainnecessary regulatory approvals and licenses the impact of developments inthe Russian economic political and legal environment volatility in stockmarkets or in the price of our shares or ADRs financial risk management andthe impact of general business and global economic conditionsMechel OAO