OREANDA-NEWS. December 10, 2007. Centroferve, a wholly owned subsidiary of Severstal, announces that, as at 3.00 p.m. on Friday 7 December 2007, acceptances of the Offer had been received in respect of 45,294,217 Celtic Shares (representing approximately 81.1% of the Celtic Shares to which the Offer relates) and that, accordingly, the Offer is unconditional as to acceptances.

If the Offer is declared unconditional in all respects, Celtic Shareholders who have accepted or accept the Offer while it remains open for acceptance will receive aggregate cash consideration of Ј2.90 per Celtic Share because Centroferve has received acceptances of the Offer in respect of 80% in value of the Celtic Shares for which the Offer was made, and the contingent cash consideration described in the Revised Offer Document has therefore become payable.

Having received acceptances of the Offer in respect of 80% of the Celtic Shares to which the Offer relates, if the Offer is declared unconditional in all respects Centroferve intends to exercise its right pursuant to the provisions of Section 204 of the Companies Act 1963 to acquire the remaining Celtic Shares to which the Offer relates on the same terms as the Offer.

Centroferve did not hold any Celtic Shares before the commencement of the Offer Period and has not acquired or agreed to acquire any Celtic Shares during the Offer Period.

Prior to the Offer Period, Bluecone, a company owned by Severstal, acquired 12,281,946 Celtic Shares, and during the Offer Period (but before the Original Offer was made) Bluecone acquired a further 4,301,056 Celtic Shares.  As a result, Bluecone owns 16,583,002 Celtic Shares representing approximately 29.7% of the issued share capital of Celtic, and the acceptances referred to above include an acceptance of the Offer by Bluecone in respect of all of the Celtic Shares held by Bluecone.

Other than the Celtic Shares held or acquired by Bluecone, no party acting in concert with Centroferve held before the commencement of the Offer Period, or acquired or agreed to acquire during the Offer Period, any Celtic Shares.

Terms defined in the Revised Offer Document dated 20 November 2007 have the same meaning in this announcement unless otherwise stated. 

The Offer remains open for acceptance until 3.00pm (Dublin time) on 28 December 2007.

The directors of Centroferve and the directors of Severstal accept responsibility for the information contained in this announcement.  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 Revised Offer Document or any document by which the Offer is made.

Any person who is a holder of 1% or more of the Celtic Shares may have disclosure obligations under Rule 8.3 of the 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.