NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR THE UNITED KINGDOM
TNK-BP today announced further details of its corporate restructuring program. On December 30th 2004, the Board of Directors of each of its three holding companies, OAO TNK, OAO ONAKO and OAO Sidanco (“TNK, ONAKO and Sidanco”) adopted resolutions calling for Extraordinary General Meetings of Shareholders (“EGMs”) to consider and vote on reorganization in the form of accession to OAO TNK-BP Holding (“TNK-BP Holding”).
TNK-BP Holding is a recently incorporated Russian domiciled open joint stock company that owns TNK-BP’s interests in TNK, ONAKO and Sidanco. TNK-BP Holding is intended to hold the majority of the Russian assets currently owned by the TNK-BP group.
Shareholders of TNK, ONAKO and Sidanco will shortly be sent materials for the EGMs, which are scheduled to be held on March 1st 2005. A 75% majority of all shareholders participating in each of the EGMs at TNK, ONAKO and Sidanco will be required to approve the proposed accession. In the event the proposed accessions are approved at the EGMs, shareholders who vote for accession will have their existing shares converted into shares in TNK-BP Holding. Those shareholders voting against accession or not participating in the voting may request a buy out of their existing shares by the acceding companies.
The share conversion terms and buy out prices have been determined by the Board of Directors of each of TNK, ONAKO and Sidanco after considering, among other factors, an independent valuation of TNK, ONAKO and Sidanco and TNK-BP Holding. The independent valuations have been conducted by Deloitte in accordance with applicable Russian legal requirements. Morgan Stanley & Co. Limited, acting as TNK-BP’s international financial advisor, has provided financial advice to the Board of Directors of TNK-BP in connection with the proposed restructuring, including the valuations produced by Deloitte. Morgan Stanley has confirmed to TNK-BP that the methodologies applied by Deloitte in completing the independent valuations are consistent with international standards.
Later this year and dependent on satisfactory progress of the accessions of TNK, ONAKO, and Sidanco, TNK-BP, through one of its wholly owned subsidiaries also intends to launch a voluntary offer to minority shareholders in the 14 large Russian operating subsidiaries of the TNK-BP group to exchange their shares for shares in TNK-BP Holding. The terms of the voluntary exchange will also be based on independent valuations undertaken by Deloitte. TNK-BP has decided to publish the proposed exchange ratios for each of the 14 companies today to ensure that all shareholders will know where they stand.
On successful completion of the accession of TNK, ONAKO and Sidanco to TNK-BP Holding and the voluntary exchange offer, TNK-BP then intends to initiate further accessions of the large operating subsidiaries to TNK-BP Holding, although no decisions have yet been taken on which operating subsidiaries will next accede to TNK-BP Holding or when.
“This is an important step in the extensive restructuring program we have initiated to simplify our corporate structure and increase internal and external transparency. It has taken time to develop this program. We needed to co-ordinate our plans with all the relevant government authorities and our lenders. We believe that this is one of the most complex corporate undertakings ever embarked upon in Russia and will provide a sound corporate foundation for our long-term sustainable future”, said Robert Dudley, President and Chief Executive Officer of TNK-BP.
Commenting on the decision to disclose the share exchange ratios of the voluntary offer now, Kent Potter, TNK-BP’s Chief Financial Officer, said: “We feel it is important to disclose the proposed ratios of the voluntary offer now, even though the voluntary offer will commence at a later stage of the restructuring. This is as part of our desire to adopt an open and transparent approach to the restructuring program.”
Before its incorporation TNK-BP Holding was referred to conceptually as “New Russian Holding Company” in TNK-BP communications about the proposed restructuring.
TNK-BP’s advisors for its restructuring program include Morgan Stanley, White and Case and PricewaterhouseCoopers.
For further information please contact:
For international media enquiries: Marina Dracheva at + 7095 792 1273
For Russian media enquiries: Vladimir Bobylev at + 7095 765 7498
Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. TNK-BP undertakes no obligation to publicly update or revise any forward-looking statements.
The information contained herein is not for publication or distribution into the United States or the United Kingdom. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or the United Kingdom. Any securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. There is no intention to register any portion of offering described herein in the United States or to conduct a public offering of securities in the United States.
In addition, any securities described herein may not be lawfully offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the “Regulations”) or otherwise in compliance with all applicable provisions of the Regulations.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
Copies of this press release are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from the United States or the United Kingdom or to publications with a general circulation in the United States or the United Kingdom, and persons receiving this press release (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States or the United Kingdom or to publications with a general circulation in the United States or the United Kingdom.
This press release is not a public offer or advertisement of securities in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase any securities in the Russian Federation.
TNK-BP Corporate Restructuring