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OAO Severstal (SVST)

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Friday 28 September, 2007

OAO Severstal

Offer for Celtic Resources

OAO Severstal
28 September 2007


SEVERSTAL

28 September 2007


    CASH OFFER BY CENTROFERVE LIMITED A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL
                        FOR CELTIC RESOURCES HOLDINGS PLC
                                        
                                       
Summary

* Centroferve, a wholly owned subsidiary of Severstal, today announces its
  intention to make an all cash Offer of £2.70 per Share for the entire issued 
  and to be issued share capital of Celtic Resources Holdings plc ('Celtic'),
  representing a premium of 43.6% to Celtic's volume weighted average share 
  price for the three months to 17 September 2007.

* The Offer provides Celtic Shareholders with an opportunity to realise
  significant value, in cash, at a substantial premium to Celtic's
  pre-announcement share price.

* Bluecone, a wholly owned subsidiary of Severstal, is Celtic's largest
  shareholder and currently holds approximately 29.7 per cent of the issued 
  share capital of Celtic. Bluecone has irrevocably undertaken to accept the 
  Offer. In addition, Centroferve has received a letter of intent to accept the 
  Offer from Barrick Gold Corporation in respect of a further 3,688,191 Celtic 
  Shares which, when combined with the irrevocable undertaking, represents 
  approximately 36.3 per cent of Celtic's issued share capital.

* This represents the first step in Severstal Resurs' strategy of developing a
  major gold producing business, with a competitive advantage operating in 
  Russia and neighbouring regions.

* The Offer provides an attractive opportunity for Severstal Resurs to acquire a
  large resource in Kazakhstan and Russia, that would benefit from Russian
  operating expertise, whilst at the same time offers Celtic Shareholders the
  opportunity to realise a significant and immediate cash premium. The Offer is
  consistent with Severstal Resurs' strategy of diversifying into non-ferrous
  metals.

* Offer

Under the terms of the Offer, Celtic Shareholders will be entitled to receive
£2.70 per Celtic Share in cash. The Offer values the entire issued and to be
issued share capital of Celtic at approximately £161 million.

* The Offer will be subject to the conditions set out in Appendix I and to the
  further terms to be set out in the Offer Document.

* The Offer represents a premium of approximately:

  o 41.4 per cent. to the volume weighted average Celtic share price for the one
    month to 17 September 2007;

  o 43.6 per cent. to the volume weighted average Celtic share price for the 
    three months to 17 September 2007; and

  o 51.7 per cent. to the volume weighted average Celtic share price for the
    twelve months to 17 September 2007.

* Irrevocable Undertakings

* Centroferve has received irrevocable undertakings or letters of intent to
  accept or procure acceptance of the Offer from Celtic Shareholders in respect 
  of 20,271,193 Celtic Shares, representing approximately 36.3 per cent of 
  entire issued share capital of Celtic.

* The irrevocable undertaking from Bluecone, which owns in total 16,583,002
  Celtic Shares representing approximately 29.7 per cent. of the issued share
  capital of Celtic, will cease to be binding only if the Offer lapses or is
  withdrawn.

Commenting on the Offer on behalf of the Centroferve Board, Roman Deniskin, CEO
of Severstal Resurs, said:

'We believe this offer represents an exceptionally attractive price and provides
Celtic Shareholders with an opportunity to realise a substantial cash premium -
we are offering a 43.6% premium to Celtic's 3 month volume weighted average
share price to 17 September 2007 and a 51.7% premium to Celtic's 12 month volume
weighted average share price to 17 September 2007. The acquisition is consistent
with Severstal's strategy and vision of diversifying into non-ferrous metals
and, specifically, building a world class gold company to create long term value
for shareholders.'

This summary should be read in conjunction with the full text of the following
announcement. Appendix II contains sources and bases for certain information
contained in this summary and the following announcement. Appendix III contains
definitions of certain terms used in this summary and the following
announcement.

Enquiries:

Centroferve Tel: +7 495 9810910 ext.6633
Roman Deniskin
Nikolai Zelenski

Morgan Stanley & Co. Limited Tel: +44 20 7425 8000
Peter Bacchus
Colm Donlon
Arash Mahdaviani

FD London Tel: +44 207 831 3113
Jon Simmons
Ben Brewerton

The directors of Centroferve and the directors of Severstal accept
responsibility for the information contained in this announcement save that the
only responsibility accepted by the directors of Centroferve and by the
directors of Severstal for information relating to the Celtic Group, which has
been compiled from published sources, has been to ensure that such information
has been correctly and fairly reproduced or presented (and no steps have been
taken by the directors of Centroferve or the directors of Severstal to verify
this information). To the best of the knowledge and belief of the directors of
Centroferve and the directors of Severstal (who have taken all reasonable care
to ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.

Morgan Stanley & Co. Limited ('Morgan Stanley') is acting exclusively for
Centroferve and Severstal Resurs and no one else in connection with the Offer
and Morgan Stanley will not regard any other person as a client in relation to
the Offer and will not be responsible to anyone other than Centroferve and
Severstal Resurs for providing the protections afforded exclusively to its
clients or for providing advice in relation to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.

The Offer will not be made, directly or indirectly, in or into any jurisdiction
where it would be unlawful to do so, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or by any facility of a
national securities exchange of any jurisdiction where it would be unlawful to
do so, and the Offer will not be capable of acceptance by any such means,
instrumentality or facility from or within any jurisdiction where it would be
unlawful to do so. Accordingly, copies of this announcement and all other
documents relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any jurisdiction where
it would be unlawful to do so. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may invalidate any related purported acceptance
of the Offer. Notwithstanding the foregoing restrictions, Centroferve reserves
the right to permit the Offer to be accepted if, in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question.

This announcement does not constitute an offer to sell or an invitation to
purchase or the solicitation of an offer to purchase or subscribe for any
securities. Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any document by
which the Offer is made.

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Offer, the Celtic Group and the Severstal Group. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes',
'expects', 'intends', 'anticipates', 'estimates' or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such a future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Neither Centroferve nor Severstal assumes any
obligation in respect of, nor intends to update, these forward-looking
statements, except as required pursuant to applicable law.

This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.

Any person who is a holder of one per cent. or more of the Celtic Shares may
have disclosure obligations under Rule 8.3 of the Irish Takeover Rules,
effective from the date of the commencement of the Offer Period.


The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.

Notice to US holders of Celtic Shares:

The Offer will be made for the securities of an Irish public limited company
whose shares are listed on the AIM market in the UK and is subject to Irish and
UK disclosure requirements, which are different from those of the United States.
The Offer will be made in the United States pursuant to applicable US tender
offer rules and otherwise in accordance with the requirements of the Irish
Takeover Rules. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Celtic Shares may be
a taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other tax laws. Each holder of Celtic
Shares is urged to consult his independent professional adviser immediately
regarding the tax consequences of acceptance of the Offer.

It may be difficult for US holders of Celtic Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Centroferve and
Celtic are located in non-US jurisdictions, and some or all of their officers
and directors may be residents of non-US jurisdictions. US holders of Celtic
Shares may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves to
a US court's judgement.

In accordance with normal Irish and UK practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, Centroferve or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Celtic Shares outside the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in Ireland and the UK, will be
reported to a Regulatory Information Service of the UK Listing Authority and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Not for release, publication or distribution, in whole or in part, in, into or
from Canada, South Africa, Australia, Japan or any other jurisdiction where it
would be unlawful to do so.


28 September 2007


CASH OFFER BY
CENTROFERVE LIMITED
A WHOLLY OWNED SUBSIDIARY OF SEVERSTAL
FOR CELTIC RESOURCES HOLDINGS PLC


1. Introduction

Centroferve, a wholly owned subsidiary of Severstal, today announces its
intention to make an all cash Offer of £2.70 per Share for the entire issued and
to be issued share capital of Celtic Resources Holdings plc ('Celtic').

The Offer will be subject to the conditions set out in Appendix I and to the
further terms to be set out in the Offer Document, which will be sent to Celtic
Shareholders in due course.

Appendix II contains sources and bases for certain information contained in this
announcement, and Appendix III contains definitions of certain terms used in
this announcement.

2. The Offer

Subject to the conditions set out in Appendix I and the further terms to be set
out in the Offer Document, Celtic Shareholders who accept the Offer will
receive:

for each Celtic Share                     £ 2.70 in cash


The Offer values the entire issued and to be issued share capital of Celtic at
approximately £161 million.

The Offer represents a premium of approximately:

o 41.4 per cent. to the volume weighted average Celtic share price for the one
  month to 17 September 2007;

o 43.6 per cent. to the volume weighted average Celtic share price for the three
  months to 17 September 2007; and

o 51.7 per cent. to the volume weighted average Celtic share price for the
  twelve months to 17 September 2007.


The Celtic Shares will be acquired pursuant to the Offer fully paid or credited
as fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and interests of any
nature whatsoever and together with all rights now and hereafter attaching
thereto, including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.

3. Background to and reasons for the Offer

The Centroferve Board believes that the Offer represents attractive value for
Celtic Shareholders and fully reflects the potential of Celtic's assets.

The Centroferve Board considers the acquisition of Celtic to be an attractive
opportunity to acquire a gold resource in Russia and Kazakhstan, and is
consistent with Severstal's strategy to diversify into non-ferrous mining in the
CIS region.

Centroferve believes that under its ownership and management, Severstal's
technical expertise, financial resources and local relationships can be brought
to bear to more effectively implement the future development of Celtic's assets.
Furthermore, an acquisition of Celtic is consistent with Severstal's vision of
delivering strong returns through creating sustainable long term value from
attractive mining assets.

4. Reasons for the unilateral Offer

On 5 September 2007 Severstal Resurs approached both the Chief Executive Officer
and Chairman of Celtic with the terms of a possible cash offer. This proposal
was conditional upon the provision of limited due diligence to the reasonable
satisfaction of Severstal Resurs and the unanimous recommendation of the Celtic
Board. Severstal Resurs reserved the right to waive, in whole or in part, any of
these pre-conditions at its discretion.

On 18 September the Celtic Board rejected Severstal Resurs' proposal and refused
to provide the limited due diligence requested.

On 27 September Severstal Resurs again approached Celtic's Chief Executive
Officer with a proposed cash offer without due diligence conditions and with a
view towards securing a recommendation from the Celtic Board. This approach was
also rejected and Celtic indicated that it did not believe there to be grounds
for reaching an agreed outcome.

Notwithstanding Celtic's refusal to engage in meaningful dialogue, following the
acquisition of the initial 22% interest in Celtic Shares, Severstal Resurs
received unsolicited approaches from certain shareholders requesting that it
extend the opportunity to other shareholders to exit at similar values. These
approaches included East Guardian Opportunity Fund, which resulted in a further
4.6% being acquired by Bluecone, a subsidiary of Severstal.

In light of Celtic's refusal to engage in discussions and requests from Celtic's
shareholders to Severstal Resurs to extend its Offer to all Celtic Shareholders,
the Severstal Group has therefore decided to pursue the transaction on a
unilateral basis.

In the event that Centroferve does not reach the 80% acceptance level required
for compulsory acquisition of Celtic Shares, the Severstal Group intends to run
Celtic as a subsidiary in accordance with its own strategy, subject to
regulatory requirements and minority shareholder rights.

5. Irrevocable Undertakings

Centroferve has received an irrevocable undertaking from Bluecone and a letter
of intent from Barrick Gold Corporation to accept or procure acceptance of the
Offer from Celtic Shareholders in respect of 20,271,193 Celtic Shares,
representing approximately 36.3 per cent of the issued share capital of Celtic.

The irrevocable undertaking from Bluecone, which owns in total 16,583,002 Celtic
Shares representing approximately 29.7 per cent. of the issued share capital of
Celtic, will cease to be binding only if the Offer lapses or is withdrawn.

6. Information on Celtic

Celtic operates the Suzdal and Zherek gold mines in Eastern Kazakhstan. Celtic
also has a 50% stake in the Shorskoye operating molybdenum mine in Kazakhstan as
well as a 74.5% stake in the Tominskoye copper/gold project in the Chelyabinsk
region in Russia. Celtic produced approximately 51,785 ozs of gold in 2006.

7. Information on Centroferve and Severstal

Centroferve is a wholly owned subsidiary of Severstal. Centroferve has been
acquired for the purposes of making the Offer and, since its incorporation, has
not engaged in any material trading activities other than in relation to the
Offer.

The Global Despositary Receipts of Severstal are listed on the London Stock
Exchange. Mr. Alexey Mordashov, Severstal's CEO, controls directly or indirectly
approximately 82% of Severstal's issued share capital. The balance is held
primarily by institutional investors and employees of the Severstal Group.
Severstal Resurs manages all of Severstal's mining operations and also manages
scrap metal operations in Russia. The mining operations of the Severstal Group
consist of four high-quality mining complexes in northwest Russia and in Western
Siberia producing iron ore and coking coal.

Severstal is the second largest producer of pellets and coking coal in Russia.
In 2006, Severstal Resurs produced 5.6 million tons of coking coal concentrate,
2.0 million tons of coking coal, 3.0 million tons of steam coal, 9.5 million
tons of iron ore pellets and 4.5 million tons of iron ore concentrate. As at 1
January 2006, Severstal had estimated iron ore reserves and resources of 792
million tonnes and 962 million tonnes, respectively and, as at 1 April 2006, had
estimated coal reserves and resources of 419 million tonnes and 249 million
tonnes, respectively. Severstal Resurs also owns a number of scrap metal yards
in the northwestern, central and southern parts of Russia.

8. Financing

The cash payable to Celtic Shareholders under the terms of the Offer will be
funded by loan facilities to be made available to Centroferve by other members
of the Severstal Group.

Further information on the financing of the Offer will be set out in the Offer
Document.

Morgan Stanley is satisfied that the necessary financial resources are available
to Centroferve to satisfy full acceptance of the Offer.

9. Celtic Board, Management and Employees

The Centroferve Board confirms that, following the Offer becoming unconditional
in all respects, the existing employment rights, including pension rights, of
all employees of the Celtic Group will be fully safeguarded.

10. Celtic Share Option Schemes and Celtic Warrants

The Offer extends to all Celtic Shares unconditionally allotted or issued
pursuant to the exercise of options under the Celtic Share Option Schemes or
pursuant to the exercise of Celtic Warrants, or otherwise while the Offer
remains open for acceptance.

Centroferve will make appropriate proposals to Celtic Optionholders and Celtic
Warrantholders in due course.

11. Delisting, cancellation of trading and compulsory acquisition

If the Offer is declared unconditional in all respects and sufficient
acceptances have been received to permit it to do so, Centroferve intends to
apply the provisions of section 204 of the Companies Act, 1963 to acquire
compulsorily any Celtic Shares not acquired or agreed to be acquired pursuant to
the Offer or otherwise on the same terms as the Offer.

It is intended that, subject to the Offer being declared unconditional in all
respects, and subject to Centroferve receiving sufficient acceptances of the
Offer to permit it to do so, Centroferve will procure that Celtic applies for
cancellation of the admission to trading of the Celtic Shares on AIM. It is
expected that such cancellation will take effect no earlier than 20 business
days after Centroferve has acquired or agreed to acquire 75 per cent. of the
voting rights attached to the Celtic Shares.

12. Disclosure of interests in Celtic

Save as disclosed in this announcement, as at the Latest Practicable Date,
neither Centroferve nor, as far as Centroferve is aware, any person acting in
concert with Centroferve, owns or controls any Celtic Shares or any securities
convertible or exchangeable into, or rights to subscribe for or purchase, or
holds any options to purchase any Celtic Shares or has entered into any
derivative referenced to Celtic Shares which remains outstanding, or has any
Arrangement in relation to Celtic Shares.


13. General

The Offer will be made subject to the conditions and further terms set out in
Appendix I and to be set out in the Offer Document. The Offer Document will
include full details of the Offer and the expected timetable and will be
accompanied by the Form of Acceptance. These will be despatched to Celtic
Shareholders and, for information only, to holders of Celtic Options and Celtic
Warrants, in due course. The Offer will be governed by the laws of Ireland. The
Offer will be subject to the applicable requirements of the Irish Takeover
Rules, the Panel, London Stock Exchange and applicable laws.

Details of the sources and bases of certain information set out in this
announcement are included in Appendix II. Certain terms used in this
announcement are defined in Appendix III.

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover
Rules.


Enquiries:

Centroferve Tel: +7 495 981 0910 ext.6633
Roman Deniskin
Nikolai Zelenski

Morgan Stanley & Co. Limited Tel: +44 20 7425 8000
Peter Bacchus
Colm Donlon
Arash Mahdaviani

FD London Tel: +44 207 831 3113
Jon Simmons
Ben Brewerton


The directors of Centroferve and the directors of Severstal accept
responsibility for the information contained in this announcement save that the
only responsibility accepted by the directors of Centroferve and by the
directors of Severstal for information relating to the Celtic Group, which has
been compiled from published sources, has been to ensure that such information
has been correctly and fairly reproduced or presented (and no steps have been
taken by the directors of Centroferve or the directors of Severstal to verify
this information). To the best of the knowledge and belief of the directors of
Centroferve and the directors of Severstal (who have taken all reasonable care
to ensure that such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.


Morgan Stanley & Co. Limited ('Morgan Stanley') is acting exclusively for
Centroferve and Severstal Resurs and no one else in connection with the Offer
and Morgan Stanley will not regard any other person as a client in relation to
the Offer and will not be responsible to anyone other than Centroferve and
Severstal Resurs for providing the protections afforded exclusively to its
clients or for providing advice in relation to the Offer, the contents of this
announcement or any transaction or arrangement referred to herein.


The Offer will not be made, directly or indirectly, in or into any jurisdiction
where it would be unlawful to do so, or by use of the mails, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or by any facility of a
national securities exchange of any jurisdiction where it would be unlawful to
do so, and the Offer will not be capable of acceptance by any such means,
instrumentality or facility from or within any jurisdiction where it would be
unlawful to do so. Accordingly, copies of this announcement and all other
documents relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any jurisdiction where
it would be unlawful to do so. Persons receiving such documents (including,
without limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may invalidate any related purported acceptance
of the Offer. Notwithstanding the foregoing restrictions, Centroferve reserves
the right to permit the Offer to be accepted if, in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question.


This announcement does not constitute an offer to sell or an invitation to
purchase or the solicitation of an offer to purchase or subscribe for any
securities. Any response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document or any document by
which the Offer is made.


This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Offer, the Celtic Group and the Severstal Group. Generally, the words 'will',
'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'believes',
'expects', 'intends', 'anticipates', 'estimates' or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such a future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Neither Centroferve nor Severstal assumes any
obligation in respect of, nor intends to update, these forward-looking
statements, except as required pursuant to applicable law.


This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.


Any person who is a holder of one per cent. or more of the Celtic Shares may
have disclosure obligations under Rule 8.3 of the Irish Takeover Rules,
effective from the date of the commencement of the Offer Period.


The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.

Notice to US holders of Celtic Shares:

The Offer will be made for the securities of an Irish public limited company
whose shares are listed on the AIM market in the UK and is subject to Irish and
UK disclosure requirements, which are different from those of the United States.
The Offer will be made in the United States pursuant to applicable US tender
offer rules and otherwise in accordance with the requirements of the Irish
Takeover Rules. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Celtic Shares may be
a taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other tax laws. Each holder of Celtic
Shares is urged to consult his independent professional adviser immediately
regarding the tax consequences of acceptance of the Offer.

It may be difficult for US holders of Celtic Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Centroferve and
Celtic are located in non-US jurisdictions, and some or all of their officers
and directors may be residents of non-US jurisdictions. US holders of Celtic
Shares may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves to
a US court's judgement.

In accordance with normal Irish and UK practice and pursuant to Rule 14e-5(b) of
the US Exchange Act, Centroferve or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Celtic Shares outside the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in Ireland and the UK, will be
reported to a Regulatory Information Service of the UK Listing Authority and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.

Appendix I


Conditions of the Offer


The Offer by Centroferve will comply with the Irish Takeover Rules and, where
relevant, the AIM Rules and the rules and regulations of the London Stock
Exchange and will be subject to the conditions set out below and the further
terms to be set out in the Offer Document and Form of Acceptance. The Offer and
any acceptances thereunder will be governed by Irish law and will be subject to
the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not
limit the right to seek provisional or protective relief in the courts of
another state, during or after any substantive proceedings have been instituted
in Ireland, nor shall it limit the right to bring enforcement proceedings in
another state on foot of an Irish judgment.


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 p.m. (Dublin time) on the initial closing date (or such
later time(s) and/or date(s) as Centroferve may, subject to the Irish Takeover
Rules, decide) in respect of such number of Celtic Shares Affected which, when
aggregated with any Celtic Shares Affected beneficially owned or controlled by
the Centroferve Group on such date, carry in aggregate more than 50 per cent in
nominal value of the Celtic Shares Affected, and, where the Celtic Shares
Affected are voting shares, more than 50 per cent. of the voting rights then
exercisable at a general meeting of Celtic.

For the purposes of this condition:

(i) any Celtic Shares which have been unconditionally allotted shall be deemed
to carry the voting rights they will carry upon their being entered in the
register of members of Celtic; and

(ii) the expression 'Celtic Shares Affected' shall mean:

(A) Celtic Shares which have been issued or unconditionally allotted on or
before the date the Offer is made excluding any Celtic Shares which have been
cancelled after the date on which the Offer is made; and

(B) Celtic Shares which have been issued or unconditionally allotted after the
date the Offer is made but before the time at which the Offer closes, or such
earlier date as Centroferve may, subject to the Irish Takeover Rules, decide
(not being earlier than the date on which the Offer becomes unconditional as to
acceptances or, if later, the initial closing date) excluding any Celtic Shares
which have been cancelled after the date the Offer is made;

(b) Centroferve having obtained the consent of the Committee for the Protection
of Competition of the Ministry of Industry and Trade of the Republic of
Kazakhstan or any other body which is responsible for anti-trust regulation in
the Republic of Kazakhstan for the economic concentration resulting from the
direct or indirect acquisition of up to 100% of the Celtic Shares (including the
indirect acquisition of the shares in those members of the Wider Fleece Group
which are incorporated in Kazakhstan) by any member of the Wider Centroferve
Group in a form which is satisfactory to Centroferve;

(c) Centroferve having received confirmation from the responsible authority in
Kazakhstan that the State of Kazakhstan does not wish to exercise the right of
purchase provided for pursuant to Article 71 of the Law of the Republic of
Kazakhstan 'Concerning Subsurface and Subsurface Use' in connection with the
sale (or purchase) of any or all of the Shares pursuant to the Offer (or
otherwise in connection with the Offer) in a form which is satisfactory to
Centroferve;

(d) Centroferve having obtained the approval of the Russian Federation Anti
Monopoly Service (FAS) for the economic concentration resulting from the direct
or indirect acquisition of up to 100% of the Celtic Shares by any member of the
Wider Centroferve Group (including the indirect acquisition of the shares in
those members of the Wider Fleece Group which are incorporated in Russia) in a
form which is satisfactory to Centroferve;

(e) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, including any
national anti-trust or merger control authorities, court, tribunal, trade
agency, professional association, environmental body, any analogous body
whatsoever or tribunal in any jurisdiction (each a 'Third Party') having decided
to take, institute or implement any action, proceeding, suit, investigation,
enquiry or reference or having made, proposed or enacted any statute, regulation
or order or having withheld any consent or having done or decided to do anything
which would or might reasonably be expected to:

(i) make the Offer or its implementation, or the acquisition or the proposed
acquisition by Centroferve of any shares in, or control of, Celtic, or any of
the material assets of Celtic void, illegal or unenforceable under the laws of
any jurisdiction, or otherwise, directly or indirectly, restrain, revoke,
prohibit, materially restrict or materially delay the same or impose additional
or different conditions or obligations with respect thereto (except for
conditions or obligations that would not be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole) or
otherwise challenge or interfere therewith (except where the result of such
challenge or interference would not have, or would not reasonably be expected to
have, a material adverse effect on the Wider Celtic Group taken as a whole);

(ii) result in a material delay in the ability of Centroferve, or render
Centroferve unable, to acquire some or all of the Celtic Shares or require a
divestiture by any member of the Wider Centroferve Group of any shares in
Celtic;

(iii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole)
require, prevent or delay the divestiture by any member of the Wider Centroferve
Group of all or any portion of their respective businesses, assets (including,
without limitation, the shares or securities of any other member of the Celtic
Group) or property or (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Celtic Group
taken as a whole) impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or own their respective assets or
properties or any part thereof;

(iv) impose any material limitation on or result in a material delay in the
ability of Centroferve to acquire, or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership of shares (or the
equivalent) in, or to exercise voting or management control over, Celtic (to the
extent that Celtic has such rights) or any member of the Wider Celtic Group
which is material in the context of the Wider Celtic Group taken as a whole or
(except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole) on the
ability of any member of the Wider Celtic Group to hold or exercise effectively,
directly or indirectly, rights of ownership of shares (or the equivalent) in, or
to exercise rights of voting or management control over, any member of the Wider
Celtic Group;

(v) (except where the consequences thereof would not be material (in value terms
or otherwise) in the context of the Wider Celtic Group, taken as a whole)
require any member of the Wider Centroferve Group or any member of the Wider
Celtic Group to acquire or offer to acquire any shares or other securities (or
the equivalent) in, or any interest in any asset owned by, any member of the
Wider Celtic Group owned by any third party;

(vi) impose any limitation on the ability of any member of the Celtic Group to
integrate or co-ordinate its business, or any part of it, with the businesses of
any member of the Wider Celtic Group (except where the consequences thereof
would not be material (in value terms or otherwise) in the context of the Wider
Celtic Group taken as a whole);

(vii) result in any member of the Wider Celtic Group ceasing to be able to carry
on business under any name in any jurisdiction under or in which it presently
does so (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole);

(viii) cause any member of the Wider Celtic Group to cease to be entitled to any
Authorisation (as defined in paragraph (f) below) used by it in the carrying on
of its business (except where the consequences thereof would not be material (in
value terms or otherwise) in the context of the Wider Celtic Group, taken as a
whole); or

(ix) otherwise adversely affect the business, profits, assets, liabilities,
financial or trading position of any member of the Wider Celtic Group (except
where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole);

(f) all necessary notifications and filings having been made, all necessary
waiting and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction in which Celtic or any
subsidiary or subsidiary undertaking of Celtic which is material in the context
of the Celtic Group taken as a whole (a 'Material Subsidiary') is incorporated
or carries on business which is material in the context of the Wider Celtic
Group taken as a whole having expired, lapsed or having been terminated (as
appropriate) (save to an extent which would not be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole) and all
statutory or regulatory obligations in any jurisdiction in which Celtic or a
Material Subsidiary shall be incorporated or carry on business which is material
in the context of the Wider Celtic Group taken as a whole having been complied
with (save to an extent which would not be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole), in each
case, in connection with the Offer or its implementation and all authorisations,
orders, recognitions, grants, consents, clearances, confirmations, licences,
permissions and approvals in any jurisdiction ('Authorisations' and each an
'Authorisation') reasonably deemed necessary or appropriate by Centroferve for
or in respect of the Offer having been obtained on terms and in a form
reasonably satisfactory to Centroferve from all appropriate Third Parties,
(except where the consequence of the absence of any such Authorisation would not
be material (in value terms or otherwise) in the context of the Wider Celtic
Group taken as a whole) all such Authorisations remaining in full force and
effect, there being no intimation of an intention to revoke or vary or not to
renew the same at the time at which the Offer becomes otherwise unconditional
and all necessary statutory or regulatory obligations in any such jurisdiction
having been complied with (except where the consequence of the absence of any
such Authorisation would not be material (in value terms or otherwise) in the
context of the Wider Celtic Group taken as a whole);

(g) all applicable waiting periods and any other time periods during which any
Third Party could, in respect of the Offer or the acquisition or proposed
acquisition of any shares or other securities (or the equivalent) in, or control
of, Celtic or any member of the Wider Celtic Group by Centroferve, institute or
implement any action, proceedings, suit, investigation, enquiry or reference
under the laws of any jurisdiction which would be reasonably expected adversely
to affect (to an extent which would be material (in value terms or otherwise) in
the context of the Wider Celtic Group taken as a whole) any member of the Celtic
Group, having expired, lapsed or been terminated;

(h) there being no provision of any arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument to which any member of the Wider
Celtic Group is a party or by or to which any such member or any of its
respective assets may be bound, entitled or be subject and which, in consequence
of the Offer or the acquisition or proposed acquisition by Centroferve of any
shares or other securities (or the equivalent) in or control of, Celtic or any
member of the Celtic Group or because of a change in the control or management
of Celtic or otherwise, would or would be reasonably expected to result (except
where, in any of the following cases, the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Celtic Group
taken as whole) in:

(i) any monies borrowed by, or any indebtedness or liability (actual or
contingent) of, or any grant available to any member of the Wider Celtic Group
becoming, or becoming capable of being declared, repayable immediately or prior
to their or its stated maturity or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited under any existing
facility or loan agreement;

(ii) the creation or enforcement of any mortgage, charge or other security
interest wherever existing or having arisen over the whole or any part of the
business, property or assets of any member of the Wider Celtic Group or any such
mortgage, charge or other security interest becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise, facility,
lease or other instrument or the rights, liabilities, obligations or interests
of any member of the Wider Celtic Group thereunder, or the business of any such
member with, any person, firm or body (or any arrangement or arrangements
relating to any such interest or business) being terminated or adversely
modified or any adverse action being taken or any obligation or liability
arising thereunder;

(iv) any material assets or interests of, or any material asset the use of which
is enjoyed by, any member of the Wider Celtic Group being or falling to be
disposed of or charged, or ceasing to be available to any member of the Wider
Celtic Group or any right arising under which any such asset or interest would
be required to be disposed of or charged or would cease to be available to any
member of the Wider Celtic Group otherwise than in the ordinary course of
business;

(v) any member of the Wider Celtic Group ceasing to be able to carry on
business;

(vi) the value of, or financial or trading position of any member of the Wider
Celtic Group being prejudiced or adversely affected; or

(vii) the creation of any liability or liabilities (actual or contingent) by any
member of the Wider Celtic Group;

unless, if any such provision exists, such provision shall have been waived,
modified or amended on terms satisfactory to Centroferve;

(i) save as publicly announced by Celtic (by the delivery of an announcement to
the London Stock Exchange or in the Celtic Group annual report for the year
ended 31 December 2006), no member of the Wider Celtic Group having, since 31
December 2006:

(i) issued or agreed to issue additional shares of any class, or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or exchangeable
securities (except for (A) issues to Celtic or wholly-owned subsidiaries of
Celtic, or (B) upon any exercise of options under the Celtic Share Option
Schemes);

(ii) recommended, declared, paid or made any bonus, dividend or other
distribution other than bonuses, dividends or other distributions lawfully paid
or made to another member of the Wider Celtic Group;

(iii) save for transactions between two or more members of the Celtic Group
('intra-Celtic Group transactions')) made or authorised, proposed or announced
any change in its loan capital (save in respect of loan capital which is not
material (in value terms or otherwise) in the context of the Celtic Group taken
as a whole);

(iv) save for intra-Celtic Group transactions, implemented, authorised, proposed
or announced its intention to propose any merger, demerger, reconstruction,
amalgamation, scheme or (except in the ordinary and usual course of trading)
acquisition or disposal of (or of any interest in) material assets or shares (or
the equivalent thereof) in any undertaking or undertakings (except in any such
case where the consequences of any such merger, demerger, reconstruction,
amalgamation, scheme, acquisition or disposal would not be material (in value
terms or otherwise) in the context of the Celtic Group taken as a whole);

(v) except in the ordinary and usual course of business entered into or
materially improved, or made any offer (which remains open for acceptance) to
enter into or improve, the terms of the employment contract with any director of
Celtic or any person occupying one of the senior executive positions in the
Celtic Group or permitted a variation in the terms or rules governing the Celtic
Share Option Schemes;

(vi) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Celtic Group, taken as a whole) issued
or agreed to issue any loan capital or (save in the ordinary course of business
and save for intra-Celtic Group transactions) debentures or incurred any
indebtedness or contingent liability;

(vii) purchased, redeemed or repaid or announced any offer to purchase, redeem
or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to any part of its share capital;

(viii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole)
(A) merged with any body corporate, partnership or business, or (B) and save for
intra-Celtic Group transactions acquired or disposed of, transferred, mortgaged
or encumbered any material assets or any right, title or interest in any asset
(including shares and trade investments);

(ix) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole),
entered into or varied any contract, transaction, arrangement or commitment or
announced its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or would be materially restrictive on the business of any member of the
Wider Celtic Group;

(x) waived or compromised any claim which would be material (in value terms or
otherwise) in the context of the Wider Celtic Group taken as a whole;

(xi) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group, taken as a whole)
been unable, or admitted in writing 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 (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Celtic Group taken as
a whole) ceased or threatened to cease to carry on all or a substantial part of
any business;

(xii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole)
made or agreed to any significant change to the terms of the trust deeds
constituting the pension schemes established for its directors and/or employees
and/or their dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a trust corporation;

(xiii) (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole)
and save for voluntary solvent liquidations, taken any corporate action or had
any legal proceedings instituted against it in respect of its winding-up,
dissolution, examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or similar officer of
all or any part of its assets or revenues, or (A) any analogous proceedings in
any jurisdiction, or (B) appointed any analogous person in any jurisdiction in
which Celtic or any Material Subsidiary shall be incorporated or carry on any
business which is material in the context of the Celtic Group taken as a whole;

(xiv) entered into any agreement, contract or binding commitment or passed any
resolution or made any offer or announcement with respect to, or to effect any
of the transactions, matters or events set out in this condition; or

(xv) except in the case of amendments to the memoranda or articles of
association of subsidiaries which are not material, amended its memorandum or
articles of association;

(j) save as publicly announced by Celtic (by delivery of an announcement to the
London Stock Exchange or in the Celtic Group annual report for the year ended 31
December 2006):

(i) there not having arisen any adverse change or deterioration in the business,
assets, financial or trading position or profits of Celtic or any member of the
Wider Celtic Group (save to an extent which would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole);

(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Celtic Group is or would reasonably
be expected to become a party (whether as plaintiff or defendant or otherwise)
and no investigation by any Third Party against or in respect of any member of
the Wider Celtic Group having been instituted or remaining outstanding by,
against or in respect of any member of the Celtic Group (save where the
consequences of such litigation, arbitration proceedings, prosecution or other
legal proceedings or investigation are not or would not be material (in value
terms or otherwise) in the context of the Wider Celtic Group taken as a whole);

(iii) no contingent or other liability existing or having arisen which would
reasonably be expected to affect adversely any member of the Wider Celtic Group
(save where such liability is not or would not be material (in value terms) in
the context of the Wider Celtic Group taken as a whole); and

(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence, consent, permit,
access Right or authorisation held by any member of the Wider Celtic Group which
is necessary for the proper carrying on of its business and which is material in
the context of the Wider Celtic Group;

(k) Centroferve not having discovered that any financial, business or other
information concerning the Wider Celtic Group which is material in the context
of the Wider Celtic Group taken as a whole and which has been publicly
disclosed, is materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make the material information
contained therein not misleading (save where the consequences thereof would not
be material (in value terms or otherwise) in the context of the Wider Celtic
Group taken as a whole);

(l) save as publicly announced by Celtic (by delivery of an announcement to the
London Stock Exchange or in the Celtic Group annual report for the year ended 31
December 2006), Centroferve or Severstal not having discovered:

(i) that any member of the Wider Celtic Group or any partnership, company or
other entity in which any member of the Wider Celtic Group has an interest and
which is not a subsidiary undertaking of Celtic is subject to any liability,
contingent or otherwise (save where such liability is not or would not be
material (in value terms or otherwise) in the context of the Wider Celtic Group
taken as whole);

(ii) in relation to any release, emission, discharge, disposal or other fact or
circumstance which has caused or might impair the environment or harm human
health, that any past or present member of the Wider Celtic Group has acted in
material violation of any laws, statutes, regulations, notices or other legal or
regulatory requirements of any Third Party (except where the consequences
thereof would not be material (in value terms or otherwise) in the context of
the Celtic Group, taken as a whole);

(iii) that there is, or is likely to be, any 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 Celtic Group or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or other lawful
requirement of any relevant Authority (whether by formal notice or order or not)
or Third Party or otherwise (save where such liability is not or would not be
material (in value terms or otherwise) in the context of the Celtic Group taken
as a whole); and

(iv) that circumstances exist which are likely to result in any actual or
contingent liability to any member of the Wider Celtic Group under any
applicable legislation referred to in sub-paragraph (iii) above to improve or
modify existing or install new plant, machinery or equipment or to carry out any
changes in the processes currently carried out (save where such liability is not
or would not be material (in value terms or otherwise) in the context of the
Celtic Group taken as a whole);

(m) no member of the Celtic Group being in default under the terms or conditions
of any material facility or agreement or arrangement for the provision of loans,
credit or drawdown facilities, or of any security, surety or guarantee in
respect of any facility or agreement or arrangement for the provision of loans,
credit or drawdown facilities to any member of the Celtic Group (save where such
default is not or would not be so material (in value terms or otherwise) in the
context of the Celtic Group taken as a whole);

(n) for the purposes of the conditions set out above:

(i) 'Celtic Group' means Celtic and its subsidiaries and subsidiary
undertakings;

(ii) 'parent undertaking', 'subsidiary undertaking', 'associated undertaking'
and 'undertaking' have the meanings given by the European Communities
(Companies: Group Accounts) Regulations, 1992;

(iii) 'substantial interest' means an interest in 20 per cent or more of the
voting equity capital of an undertaking;

(iv) 'Wider Celtic Group' means Celtic or any of its subsidiaries or subsidiary
undertakings or associated companies (including any joint venture, partnership,
firm or company or undertaking in which any member of the Celtic Group
(aggregating their interests) is interested) or any company in which any such
member has a substantial interest; and

(v) 'Wider Centroferve Group' means Centroferve or any of its subsidiaries or
subsidiary undertakings or associated companies, and any parent undertaking of
Centroferve and any subsidiaries or subsidiary undertakings of any such parent
undertaking (including any joint venture, partnership, firm or company or
undertaking in which any member of the Centroferve Group (aggregating their
interests) is interested) or any company in which any such member has a
substantial interest.

Subject to the requirements of the Panel, Centroferve reserves the right (but
shall be under no obligation) to waive, in whole or in part, all or any of the
above conditions apart from condition (a).

The Offer will lapse unless all of the conditions set out above have been
fulfilled or (if capable of waiver) waived or, where appropriate, have been
determined by Centroferve to be or to remain satisfied on the day which is 21
days after the later of the initial closing date, the date on which condition
(a) is fulfilled or such later date as Centroferve may, with the consent of the
Panel (to the extent required) decide. Except for condition (a), Centroferve
shall not be obliged to waive (if capable of waiver) or treat as satisfied any
condition by a date earlier than the latest day for the fulfilment of all
conditions referred to in the previous sentence, notwithstanding that any other
condition of the Offer may at such earlier date have been waived or fulfilled or
that there are at such earlier dates no circumstances indicating that the
relevant condition may not be capable of fulfilment.

Centroferve reserves the right to effect the Offer by way of a scheme of
arrangement under Section 201 of the Companies Act 1963. In such event, the
Offer will be implemented on the same terms (subject to appropriate amendments),
in as far as is applicable, as those which apply to the Offer.

Appendix II


Sources and Bases of Information



(i) The value of the entire issued and to be issued share capital of Celtic is
based upon 55,816,026 Celtic Shares in issue, 11,000 Celtic Shares issuable to
Celtic Optionholders under Celtic Share Option Schemes, and 3,705,506 Celtic
Shares issuable to Celtic Warrantholders under Celtic Warrants with an exercise
price at or below the Offer Price as at close of business on the Latest
Practicable Date. Information relating to the share capital of Celtic is based
on figures in Celtic's annual report for 2006, being the latest available annual
report, and on filings registered with the Companies Registration Office in
Dublin since that report.


(ii) The price of Celtic Shares has in each case been sourced from the Daily
Official List of the London Stock Exchange, and represents the volume weighted
average price on the relevant dates.


(iii) The information relating to Celtic at paragraph 5 of this Announcement has
been extracted from Celtic's annual report for 2006 and subsequent press
releases on Celtic's website (www.celticresources.com) without material
adjustment.


(v) The information relating to Severstal at paragraph 6 of this Announcement
has been extracted from Severstal's annual report for 2006 and IPO prospectus
dated 8 November 2006 without material adjustment.


(vi) The information relating to Severstal's iron and coal reserves is extracted
from the IMC report entitled 'Audit of iron and coal reserves, according to JORC
Code: Valuation update August 2006 for ZAO Severstal-Resurs' dated 14 August
2006, prepared in accordance with JORC report standards.

Appendix III


Definitions


The following definitions apply throughout this announcement unless the context
otherwise requires:


'AIM' the Alternative Investment Market (AIM) of the London Stock Exchange

'AIM Rules' the rules for companies with a class of securities admitted to AIM
published by the London Stock Exchange governing admission to and the operation
of AIM


'Arrangement' an arrangement to which Rule 8.7 of the Irish Takeover Rules
applies

'Australia' the Commonwealth of Australia, its states, territories and
possessions and all areas subject to its jurisdiction or political subdivisions
thereof


'Bluecone' Bluecone Limited, a company incorporated under the laws of Cyprus

'business day' any day, other than a Saturday, Sunday or public or bank holiday,
on which banks are generally open for business in Dublin


'Canada' Canada, its provinces, territories and all areas subject to its
jurisdiction and political subdivisions thereof


'Celtic' Celtic Resources Holdings plc

'Celtic Board' the board of directors of Celtic

'Celtic Group' or 'Group'

Celtic, its subsidiaries and associated undertakings

'Celtic Options' options to subscribe for Celtic Shares pursuant to Celtic Share
Option Schemes


'Celtic Optionholders' participants in the Celtic Share Option Schemes

'Celtic Shareholders' or 'Shareholders'

holders of Celtic Shares

'Celtic Shares' or 'Shares' the existing and allotted or issued and fully paid
Celtic ordinary shares of EUR0.25 each in the capital of Celtic and any further
such shares which may be issued or allotted prior to the date on which the Offer
closes (or such earlier time(s) and/or date(s) as Centroferve may, subject to
the Irish Takeover Rules, decide)


'Celtic Share Option Schemes

the share option schemes of the Celtic Group


'Celtic Warrants' the existing warrants for the issue of Celtic Shares

'Celtic Warrantholders'

holders of Celtic Warrants

'Centroferve' Centroferve Limited, a company with registered number 176752
incorporated in Cyprus


'Centroferve Group' Centroferve, its subsidiaries and associated undertakings
and its parent undertakings and any of their subsidiaries and associated
undertakings


'Centroferve Board' the board of directors of Centroferve

'EUR' 'euro' and 'cent' the lawful currency of Ireland

'Form of Acceptance' the form of acceptance, election and authority relating to
the Offer to accompany the Offer Document for use by Celtic Shareholders


'Irish Takeover Rules' the Irish Takeover Panel Act, 1997, Takeover Rules 2001
to 2005 and Substantial Acquisition Rules 2001 and 2005


'Japan' Japan, its cities, prefectures, territories and possessions and all
areas subject to its jurisdiction or any subdivision thereof


'Latest Practicable Date' 27 September 2007, the latest business day prior to
the date of this announcement


'London Stock Exchange'

the London Stock Exchange plc

'Morgan Stanley' Morgan Stanley & Co Limited

'Northern Ireland' the counties of Antrim, Armagh, Derry, Down, Fermanagh and
Tyrone on the island of Ireland


'Offer' the cash offer to be made by Centroferve to acquire all the Celtic
Shares on the terms and subject to the conditions set out in the Offer Document
and including, where the context so requires, any subsequent revision,
variation, extension or renewal thereof


'Offer Document' the document detailing the terms and conditions of the Offer to
be sent to Celtic Shareholders and, for information, to Celtic Optionholders


'Offer Period' the offer period for the purposes of the Irish Takeover Rules
which commenced on 18 September 2007 and will end on the initial closing date of
the Offer or, if later, the time at which the Offer becomes unconditional as to
acceptances or lapses, whichever first occurs


'Offer Price' the cash price of £2.70 per Celtic Share offered pursuant to the
Offer, or any revision thereof


'Panel' the Irish Takeover Panel established under the Irish Takeover Panel Act
1997


'Severstal' JSC 'Severstal', a company incorporated under the laws of Russia


'Severstal Resurs' CJSC 'Severstal-Resurs', an indirect subsidiary of Severstal
incorporated under the law of Russia

'Severstal Group' Severstal and its subsidiaries and associated undertakings


'South Africa' the Republic of South Africa, its provinces, possessions and
territories, and all areas subject to its jurisdiction and any political
sub-division thereof


'UK' or 'United Kingdom'

the United Kingdom of Great Britain and Northern Ireland

'US' or 'United States' the United States, its territories and possessions, any
State of the United States and the District of Columbia, and all other areas
subject to its jurisdiction


'US Exchange Act' the United States Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder

'£' or 'pence' the lawful currency of the United Kingdom

All times refer to the time in Dublin, Ireland unless otherwise stated.



                      This information is provided by RNS
            The company news service from the London Stock Exchange