Offer for Oriel Resources plc

RNS Number:7710Q
Mechel OAO
26 March 2008

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

                                                                   26 March 2008

                                   MECHEL OAO

                      RECOMMENDED CASH OFFER FOR ORIEL RESOURCES PLC

Summary

*             The boards of Mechel OAO (Mechel) and Oriel Resources plc (Oriel)
are pleased to announce that they have reached agreement on the terms of a
recommended cash offer to be made by Mechel for the entire issued and to be
issued share capital of Oriel (the Offer).

*             Under the terms of the Offer, Oriel Shareholders will receive
219.86 US cents in cash for each Oriel Share which, based on an exchange rate of
1.9992 US$:GBP, being the rate as at the close of business on 25 March 2008, is
equivalent to 109.97 pence per Oriel Share.

*             The Offer values the entire issued and to be issued share capital
of Oriel at approximately US$ 1,498 million (£749 million).

*             The Offer represents a premium of approximately:

*         13.7 per cent. to the average closing middle market price of 96.75
pence per Oriel Share on 29 February 2008, being the last Business Day prior to
Mechel's announcement that it was contemplating an offer; and

*         90.2 per cent. to the average closing middle market price of 57.83
pence per Oriel Share for the six-month period prior to the same date.

*             A currency exchange facility will be made available to Oriel
Shareholders under which they will be able to elect to receive their
consideration in pounds sterling at a WM/Reuters spot GBP/USD fixing rate on the
date three Business Days before the relevant payment date.  No commission will
be charged for using this facility.

*             The Oriel Directors, who have been so advised by Canaccord Adams,
consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Oriel Shareholders accept the Offer. In providing its advice,
Canaccord Adams has taken into account the commercial assessments of the Oriel
Directors.

*             Mechel has received irrevocable undertakings to accept (or procure
the acceptance of) the Offer from certain Oriel Shareholders in respect of, in
aggregate, 296,698,351  Oriel Shares, representing 46.6 per cent. of the issued
share capital of Oriel. These undertakings remain binding in the event of a
competing offer being made for Oriel.

*             Mechel is a low-cost integrated mining and metals group with three
main divisions: mining, steel production and processing and power generation.
Mechel has facilities in Russia, Romania, Bulgaria and Lithuania. The mining
division comprises the production and sale of coking and steam coal, iron ore
concentrate and ferronickel. A proportion of the production from the mining
division supplies Mechel's other divisions. Mechel is the largest producer of
coking coal in Russia, with a 64 per cent. market share for hard coking coals,
and Russia's largest exporter of coking coal concentrate. Mechel also controls
20 per cent. of the coal washing capacity in Russia. Mechel's steel business
comprises the production and sale of semi-finished steel products, carbon and
specialty long products, carbon and stainless flat products, ferrosilicon and
value-added downstream metal products including hardware, stampings and
forgings. Mechel is the second largest producer of long products in Russia, and
the largest producer of specialty steels and alloys in Russia, producing 39 per
cent. of total Russian specialty steel output. Mechel's energy business
comprises power generation in Russia, a 49 per cent. stake in a Bulgarian
coal-fired power station (Rousse) and a power sales company, which controls
approximately 50 per cent. of the energy market in the Kemerovo region of
Siberia.

In its audited accounts for the year ended 31 December 2006, Mechel reported
profit before taxation of US$865 million (£433 million) on revenue of US$4,398
million (£2,200 million) and had total assets as at 30 September 2007 of
US$5,703 million (£2,853 million). Mechel is a Russian company, headquartered in
Moscow and has been listed on the New York Stock Exchange since October 2004. As
at 25 March 2008, Mechel had a market capitalisation of approximately US$16.8
billion (£8.4 billion).

*             Oriel is a London-based chrome and nickel mining and processing
company which was admitted to trading on AIM in March 2004 and listed on the
Toronto Stock Exchange in February 2005. Subsequent to a reverse takeover in
December 2006, the newly-formed Oriel continued to be listed on the Toronto
Stock Exchange and was re-admitted to AIM on 7 December 2006.

Oriel's main countries of operation are Kazakhstan and Russia. Its current
operations are the Voskhod chromite mine and the Shevchenko nickel project, both
located in north western Kazakhstan, and the Tikhvin ferrochrome smelting plant
in Russia.

*             Oriel's mining and processing assets have a strong strategic fit
with Mechel and the Offer is an integral step in Mechel's strategy for
developing its ferroalloy division (one of the key growth areas for Mechel). In
addition, Oriel offers Mechel the opportunity to further augment its integrated
business model of owning mining and steel production assets. The enlarged group
will derive benefits from economies of scale; Mechel intends to continue to
integrate recent acquisitions, in particular by implementing improvements in
working practices and operational methods at previously acquired operations.

*             The Offer is conditional on the receipt of anti-trust clearances
in Russia and Kazakhstan.

Commenting on the Offer, Igor Zyuzin, Chief Executive Officer of Mechel, said:

"We continue to implement our strategy to improve the efficiency of our steel
division. The acquisition of Oriel will enable Mechel to increase its
competitiveness by expanding the existing ferroalloy business, entering new
markets and operating new production facilities. We believe the Offer provides
Oriel Shareholders with a significant premium to the long-term share price of
Oriel and offers Oriel and its employees the opportunity of becoming part of
Mechel's integrated mining and metals operations."

Commenting on the Offer, Sergey Kurzin, Executive Chairman of Oriel, said:

"In the four years since Oriel's foundation, it has managed to build a valuable
portfolio of significant ferroalloy assets. Nevertheless we believe that the
Offer from Mechel provides an attractive opportunity for Oriel Shareholders to
realise their investment."



The Offer Document and the Form of Acceptance will be posted to Oriel
Shareholders (and, for information only, to Oriel Optionholders and Oriel
Warrantholders) today.

Copies of the Offer Document and the Form of Acceptance will be available from
Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99
6AH, United Kingdom, and from Merrill Lynch Financial Centre, 2 King Edward
Street, London EC1A 1HQ, United Kingdom.

This summary should be read in conjunction with the full text of the attached
announcement and the appendices. Certain terms used in this summary and the
attached announcement are defined in Appendix IV.

Merrill Lynch is acting exclusively as financial adviser and corporate broker to
Mechel in respect of the Offer. Allen & Overy LLP is acting as legal adviser to
Mechel.

Cannaccord Adams is acting exclusively as financial adviser, nominated adviser
and corporate broker to Oriel in respect of the Offer. Norton Rose LLP is acting
as legal adviser to Oriel.

Enquiries:


MECHEL OAO                                                         Telephone: [phone]
Alexander Tolkach, Head of International Affairs and Investor
Relations

MERRILL LYNCH                                                      Telephone: [phone]
Financial adviser and corporate broker to Mechel
Kevin Smith
Mark Echlin
George Close-Brooks


ORIEL RESOURCES PLC                                                 Telephone: [phone]
Sergey Kurzin, Executive Chairman



CANACCORD ADAMS                                                     Telephone: [phone]
Financial adviser, nominated adviser and corporate broker to Oriel
Robert Finlay
Ryan Gaffney


BANKSIDE CONSULTANTS                                                Telephone: [phone]
PR adviser to Oriel
Michael Padley
Michael Spriggs


VANGUARD SHAREHOLDER SOLUTIONS                                      Telephone: [phone]
IR adviser to Oriel
Keith Schaefer


Further Information

Merrill Lynch, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Mechel in connection with the
Offer and no-one else and will not be responsible to anyone other than Mechel
for providing the protections afforded to clients of Merrill Lynch or for
providing advice in relation to the Offer or any other matters referred to in
this summary or the attached announcement.

Canaccord Adams, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Oriel and no one else in
connection with the Offer and will not be responsible to anyone other than Oriel
for providing the protections afforded to clients of Canaccord Adams or for
providing advice in relation to the Offer or any other matters referred to in
this summary or the attached announcement.



Overseas Jurisdictions

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory requirements.
The release, publication or distribution of this summary and the attached
announcement in jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable requirements may constitute a
violation of the securities laws of any such jurisdiction. This summary and the
attached announcement have been prepared for the purpose of complying with
English law and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.

Any persons (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intend to, or who may be under a contractual or legal
obligation to, forward this summary and the attached announcement and/or the
Offer Document and/or any other related document to any jurisdiction outside the
UK should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.

Further details in relation to overseas shareholders are contained in the Offer
Document.



Forward-looking statements

This announcement includes "forward-looking statements" concerning Oriel and
Mechel. These statements are based on the current expectations of the respective
management of Oriel and Mechel and are naturally subject to uncertainty and
changes in circumstances. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither Oriel
nor Mechel nor any of their respective Directors undertakes any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

The Mechel Directors accept responsibility for the information contained in this
summary and the attached announcement other than information relating to the
Oriel Group, the Oriel Directors and their immediate families. To the best of
the knowledge and belief of the Mechel Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this summary
and the attached 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.

The Oriel Directors accept responsibility for the information in this summary
and the attached announcement relating to them and their immediate families and
the Oriel Group. To the best of the knowledge and belief of the Oriel Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this summary and the attached 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.



Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Oriel, all "dealings" in any "relevant securities" of
Oriel (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 p.m. (London time) on the London Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Oriel,
they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Oriel by Mechel or Oriel, or by any of their respective "
associates", (within the meaning of the Code) must be disclosed by no later than
12.00 noon (London time) on the London Business Day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

This summary should be read in conjunction with the full text of the attached
announcement. Appendix I to the announcement contains the conditions to, and
certain further terms of, the Offer; Appendix II to the announcement contains
further details of the sources of information and bases of calculations set out
in this announcement; Appendix III to the announcement contains details of
irrevocable undertakings obtained by Mechel; and Appendix IV to the announcement
contains definitions of certain expressions used in this summary and in this
announcement.

If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.



Rule 2.10

In accordance with Rule 2.10 of the Code, Oriel confirms that as at the close of
business on 25 March 2008 it had 637,345,154 ordinary shares of 1 pence each in
issue. The International Securities Identification Number (ISIN) for Oriel's
ordinary shares is GB0034246743. In addition, 13,250,000 warrants to purchase
one Ordinary Share at an exercise price of 75 pence are in issue. The ISIN
number of the Oriel Warrants is GB00B07Q1965.




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

                                                                   26 March 2008



RECOMMENDED CASH OFFER BY MECHEL OAO FOR ORIEL RESOURCES PLC

1.               Introduction

The boards of Mechel and Oriel are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by Mechel for the
entire issued and to be issued share capital of Oriel.

2.               The Offer

The Offer, which is on the terms and conditions set out in Appendix 1 to this
announcement and is subject to the further terms to be set out in the Offer
Document and the Form of Acceptance, is being made on the following basis:


       for each Oriel Share                219.86 US cents in cash



The Offer values the entire issued and to be issued share capital of Oriel at
approximately US$1,498 million (£749 million).

The Offer represents a premium of approximately:

*         13.7 per cent. to the average closing middle market price of 96.75
pence per Oriel Share on 29 February 2008, being the last Business Day prior to
Mechel's announcement that it was contemplating an offer; and

*         90.2 per cent. to the average closing middle market price of 57.83
pence per Oriel Share for the six month period prior to the same date.

A currency exchange facility will be made available to Oriel Shareholders under
which they will be able to elect to receive their consideration in pounds
sterling, at a WM/Reuters GBP/USD spot fixing rate on the date three Business
Days before the relevant payment date.  No commission will be charged for using
this facility.

The Oriel Shares to be acquired pursuant to the Offer will be acquired fully
paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever and
together with all rights now or hereafter attaching to them, including voting
rights and, without limitation, the right to receive and to retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.

A loan note alternative will not be made available.

3.               Recommendation

The Oriel Directors, who have been so advised by Canaccord Adams, consider the
terms of the Offer to be fair and reasonable and unanimously recommend that
Oriel Shareholders accept the Offer. In providing its advice, Canaccord Adams
has taken into account the commercial assessments of the Oriel Directors.

4.               Irrevocable undertakings

Mechel has received irrevocable undertakings to accept (or procure the
acceptance of) the Offer from certain Oriel Shareholders in respect of, in
aggregate, 296,698,351 Oriel Shares, representing approximately 46.6 per cent.
of the issued share capital of Oriel. The irrevocable undertakings remain
binding in the event of a competing offer being made for Oriel.

5.               Background to and reasons for the recommendation

Oriel was floated on AIM on 11 March 2004 with a strategy of acquiring and
developing early stage mineral deposits. Since that time, Oriel has built value
for Oriel Shareholders by developing an integrated ferrochrome business and
progressing its nickel project with the ultimate aim of becoming an integrated
ferroalloy producer serving European and Asian stainless steel markets. As part
of that process of development, the Oriel Directors believe that Oriel has built
an outstanding managerial and technical team which has already earned a strong
reputation for the quality of Oriel's operations on the ground.

Oriel's three primary assets comprised in its ferrochrome and nickel businesses
are the Voskhod chromite mine in Kazakhstan, the Tikhvin ferrochrome smelter
near St Petersburg, Russia and the Shevchenko nickel project in Kazakhstan.

The Voskhod chrome project was acquired in January 2005. Since then a
feasibility study has been completed, mine development plans completed and a
US$120 million debt funding package put in place to help finance the
construction of the mine. The continued development programme is currently
reaching a successful conclusion with the project, as announced on 12 February
2008, still on target for first production in the third quarter of 2008.

The Tikhvin ferrochrome processing plant was acquired in December 2006 and
commenced initial production in April 2007. Of the four furnaces at the smelter,
three are operating and the remaining furnace is commissioned and due to start
operating before the end of March 2008. The plant is currently using imported
chrome ore but, from late 2008 onwards, it is intended that the plant's needs
will be met from approximately one third of Voskhod's planned production.

Oriel acquired its initial, controlling, interest in the Shevchenko nickel
project in February 2004.  Since then Oriel has completed a feasibility study
based on smelting technology however, following sharp and long-term increases in
energy/electricity prices worldwide, Oriel elected to explore the feasibility of
a hydro-metallurgical process for the project. Following extensive laboratory
testwork over the last year, an agitated atmospheric tank leach process
flowsheet has been selected. The construction of the first phase commercial
scale plant, based on this selected flowsheet, is planned to commence
construction in the second quarter of 2008 and production from the plant is
anticipated in late 2009.

Accordingly, in the four years since Oriel's foundation, Oriel has managed to
build a valuable portfolio of significant ferroalloy assets and, the Oriel
Directors believe, the platform to be a premier supplier to the stainless steel
industry.  During this period Oriel has also seen major increases in market
prices for chrome and nickel, adding significantly to the value of Oriel's
mineral assets.  More recently this pattern has been brought into greater focus
with the electricity supply issues in South Africa, which have clouded prospects
for the expected expansion of ferrochome smelting capacity in that country.

This is the background against which the Oriel Directors have evaluated the
approach from Mechel.  In considering the approach from Mechel the Directors
believe it provides Oriel Shareholders with certainty of value at an attractive
level which reflects the achievements to date of Oriel, bearing in mind the
uncertain level of commodity prices in the future.

The Oriel Directors also recognise the benefits to Oriel's business and staff of
being part of a larger integrated mining and metals group. The Oriel Directors
note Mechel's statement that it attaches great importance to the skills and
experience of Oriel's staff and its expectation that Oriel's employees will play
an important role in the enlarged group.

6.               Information on Mechel

Mechel is a low-cost integrated mining and metals group with three main
divisions: mining, steel production and processing and power generation. Mechel
has facilities in Russia, Romania, Bulgaria and Lithuania. The mining division
comprises the production and sale of coking and steam coal, iron ore concentrate
and ferronickel. A proportion of the production from the mining division
supplies Mechel's other divisions. Mechel is the largest producer of coking coal
in Russia, with a 64 per cent. market share for hard coking coals, and Russia's
largest exporter of coking coal concentrate. Mechel also controls 20 per cent.
of the coal washing capacity in Russia. Mechel's steel business comprises the
production and sale of semi-finished steel products, carbon and specialty long
products, carbon and stainless flat products, ferrosilicon and value-added
downstream metal products including hardware, stampings and forgings. Mechel is
the second largest producer of long products in Russia, and the largest producer
of specialty steels and alloys in Russia, producing 39 per cent. of total
Russian specialty steel output. Mechel's energy business comprises power
generation in Russia, a 49 per cent. stake in a Bulgarian coal-fired power
station (Rousse) and a power sales company, which controls approximately 50 per
cent. of the energy market in the Kemerovo region of Siberia.

In its audited accounts for the year ended 31 December 2006, Mechel reported
profit before taxation of US$865 million (£433 million) on revenue of US$4,398
million (£2,200 million) and had total assets as at 30 September 2007 of
US$5,703 million (£2,853 million). Mechel is a Russian company, headquartered in
Moscow and has been listed on the New York Stock Exchange since October 2004. As
at 25 March 2008, Mechel had a market capitalisation of approximately US$16.8
billion (£8.4 billion).

7.               Information on Oriel

Oriel is a London-based chrome and nickel mining and processing company which
was admitted to trading on AIM in March 2004 and listed on the Toronto Stock
Exchange in February 2005. Subsequent to a reverse takeover in December 2006,
the newly-formed Oriel continued to be listed on the Toronto Stock Exchange and
was re-admitted to AIM on 7 December 2006.

Oriel's main countries of operation are Kazakhstan and Russia. Its current
operations are the Voskhod chromite mine and the Shevchenko nickel project, both
located in north western Kazakhstan, and the Tikhvin ferrochrome smelting plant
in Russia.

For the year ended 31 December 2006, Oriel reported a loss before taxation of
US$7.2 million (£3.6 million) and had total assets as at 30 June 2007 of US$572
million (£286 million).

8.               Plans for Oriel

Mechel's aim is to continue producing advanced and high quality ferrochrome,
ferronickel, ferrosilicon and other alloying commodities within Kazakhstan and
the Russian Federation. Mechel plans to fully integrate Oriel into the larger
Mechel group and expects to use ferroalloy commodities produced by Oriel in its
steel division, as well as to sell ferroalloys to third parties, and use its own
coal products within Oriel's smelting operations. In addition the enlarged group
will derive benefits from economies of scale; Mechel intends to continue to
integrate recent acquisitions, in particular by implementing improvements in
working practices and operational methods at previously acquired operations.

9.               Management and employees

Mechel attaches great importance to the skills and experience of the existing
management and employees of Oriel and its subsidiaries. Mechel expects that
Oriel employees will play an important role in the enlarged group.

Mechel has given assurances to Oriel that the existing employment rights,
including pension rights, of all of the management and employees of Oriel and
its affiliates, as required by applicable law and the relevant employment
contracts, will be fully safeguarded upon the Offer becoming or being declared
unconditional in all respects.

It is Mechel's current intention that the operations of Oriel will continue to
be run from their current locations.

Mechel does not currently anticipate that the Offer, if successful, will have
any significant adverse impact on its own employees. Mechel contemplates that if
the Offer is successful, changes will be made to senior management of Oriel,
subject to discussions with such personnel and completion of any review that may
be undertaken.

10.            Regulatory approvals

The Offer is conditional on the receipt of anti-trust clearances in Russia and
Kazakhstan.

11.            Oriel Share Option Scheme and Oriel Warrants

The Offer is being extended to any Oriel Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) while the
Offer remains open for acceptance (or, subject to the Code, by such earlier date
as Mechel may decide), including (without limitation) any Oriel Shares issued
pursuant to the exercise of options granted under the Oriel Share Option Scheme,
the exercise of Oriel Warrants or otherwise.

If the Offer becomes or is declared unconditional in all respects, to the extent
Oriel Options and/or Oriel Warrants remain unexercised or have not lapsed,
Mechel will make appropriate proposals to the participants in the Oriel Share
Option Scheme and to Oriel Warrantholders at that time.

12.            Financing of the Offer

The cash consideration payable by Mechel under the terms of the Offer is being
funded using a combination of Mechel's existing resources and loan facilities of
approximately US$1,500 million arranged by ABN AMRO and Merrill Lynch for the
purposes of the Offer.

Merrill Lynch, financial adviser to Mechel, is satisfied that sufficient
resources are available to Mechel to satisfy the full cash consideration payable
to Oriel Shareholders, Oriel Optionholders and Oriel Warrantholders under the
terms of the Offer.

13.            Compulsory acquisition, delisting and cancellation of trading

Upon the Offer becoming or being declared unconditional in all respects and
sufficient acceptances having been received, it is the intention of Mechel to
apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
acquire compulsorily any remaining Oriel Shares on the same terms as the Offer.

Mechel reserves the right, with the consent of the Panel, to elect to implement
the Offer by a court approved scheme of arrangement under section 425 of the
Companies Act 1985 (as amended).

If Mechel elects to implement the Offer by a court approved scheme of
arrangement under section 425 of the Companies Act 1985 (as amended), that offer
will be implemented on the same terms (subject to appropriate amendments), so
far as applicable, as those which would apply to the Offer.

It is intended that, upon the Offer becoming or being declared unconditional in
all respects and subject to sufficient acceptances of the Offer being received
and the applicable requirements of the London Stock Exchange and the Toronto
Stock Exchange, Mechel will procure that Oriel applies for cancellation of the
admission to trading of the Oriel Shares and Oriel Warrants on AIM and applies
to delist the Oriel Shares from the Toronto Stock Exchange.

The cancellation of the admission to trading and listing of Oriel Shares would
significantly reduce the liquidity and marketability of any Oriel Shares not
assented to the Offer.

14.            Escrow Arrangements

As part of the arrangements entered into in connection with the acquisition (the
Acquisition) by Oriel of IPH Polychrom Holdings B.V. (IPH) in December 2006, the
sellers of IPH (being Polyprom Holdings BV, A&NN Properties Limited, Baran-Alrig
Ltd, Baran Group Limited, Ehud Rieger, Shaul Rieger and Dina Rieger-Weiss) (the
IPH Sellers) agreed, pursuant to certain lock-in and escrow agreements (the
Lock-in and Escrow Agreements) to place the Oriel Shares they received as
consideration for the sale by them of their respective shareholdings in IPH into
an escrow account for the purposes of meeting any claims made by Oriel under the
merger agreement entered into in connection with the Acquisition (the IPH
Acquisition Agreement).  Under the terms of the escrow, the value of claims was
limited to the proceeds derived from the sale of such shares and the duration of
the escrow arrangements was the period of 18 months after the date of completion
of the Acquisition. The escrow arrangements are therefore due to expire on 6
June 2008.

Pursuant to deeds of release dated 22 February 2008 (the First Deed of Release),
Oriel and Canaccord Adams released certain of the IPH Sellers (namely A&NN
Properties Limited (which has since transferred its Oriel Shares to Platinum Bow
Limited, which has taken on A&NN Properties Limited's obligations under the
relevant Lock-in and Escrow Agreement and the IPH Acquisition Agreement), Ehud
Rieger, Dina Rieger-Weiss and Shaul Rieger) from their Lock-in and Escrow
Agreements as described above. This was done to facilitate these IPH Sellers
pledging their Oriel Shares to OJSC Khanty Mansiysk Bank (KMB) as security for
an inter-bank credit facility to Nomos Bank of up to US$50 million for the
benefit of Oriel. The First Deed of Release provides that, in the event that the
pledge is released and the Lock-in and Escrow Agreements would still have been
effective, each of the relevant IPH Sellers has agreed to re-enter into lock-in
and escrow agreements on substantially the same terms as the released Lock-in
and Escrow Agreements. On 24 March 2008, KMB agreed to release the pledge upon
Mechel making the Offer.

Oriel has agreed that, conditional upon the Offer becoming or being declared
unconditional in all respects, the IPH Sellers' Oriel Shares may be released
from their escrow obligations, notwithstanding that the original period of such
escrow has not yet expired. The effect of such release will be that the IPH
Sellers are released from any liabilities under the warranties and indemnities
given by the IPH Sellers under the IPH Acquisition Agreement and, upon the Offer
becoming or being declared unconditional in all respects, the IPH Sellers will
be relieved of the obligation to place the proceeds of the Offer in respect of
their Oriel Shares into escrow, which they will instead be entitled to retain.
Oriel has consented to this proposal on the basis that it does not disadvantage
the Oriel Group, given that: following a significant period of ownership of the
Tikhvin smelter, the Oriel Directors do not consider there to be any realistic
prospect of a claim under the IPH Acquisition Agreement arising; the date of
expiry of the escrow period is in any event imminent; and the IPH Sellers have
also agreed to release Oriel from any liabilities under the warranties and
indemnities given by Oriel under the IPH Acquisition Agreement. The proposals
have been approved by an independent committee of Oriel Directors, which was
constituted at the time of the IPH Acquisition.

Mechel has provided its written consent to the proposals.  It is expected that
the escrow release arrangements will be implemented by way of deeds of release,
which will also be summarised in the Offer Document. Further details of the
Lock-in and Escrow Agreements and the IPH Acquisition Agreement will be set out
in the Offer Document.

Canaccord Adams, as Oriel's financial adviser in relation to the Offer, has
reviewed the terms of the above arrangements, being (i) the release by KMB of
the Oriel Shares pledged by certain Oriel Shareholders, (ii) the proposed
release of the Lock-in and Escrow Agreements, (iii) the proposed release of
Oriel from any liabilities under the warranties and indemnities given by Oriel
under the IPH Acquisition Agreement, and (iv) the proposed release of the IPH
Sellers from any liabilities under the warranties and indemnities given by the
IPH Sellers under the IPH Acquisition Agreement, and considers them to be fair
and reasonable so far as the independent Oriel Shareholders to whom such
arrangements do not apply are concerned.

The arrangements constitute related party transactions for the purposes of the
AIM Rules for Companies, as the IPH Sellers include Ehud Rieger (an Oriel
Director), Baran-Alrig Limited (a company of which Ehud Rieger is a director)
Platinum Bow Limited and Polyprom Holdings BV (each of which is a substantial
shareholder of Oriel and the latter of which is beneficially owned by Alexander
Nesis, an Oriel Director).  The Oriel Directors (other than Ehud Rieger and
Alexander Nesis, who are considered related parties in connection with these
arrangements), consider, having consulted with Canaccord Adams, as Oriel's
nominated adviser, that the terms of the proposals are fair and reasonable
insofar as Oriel Shareholders are concerned.

15.            Offer Document and Form of Acceptance

The Offer Document and Form of Acceptance will be posted today to Oriel
Shareholders (and, for information purposes, to holders of options under the
Oriel Share Option Scheme and to holders of Oriel Warrants).

The Offer will be governed by English law and will be subject to the applicable
requirements of the Code, the Panel and the London Stock Exchange. The Offer
will be subject to the terms and conditions set out in Appendix I and the terms
and conditions to be set out in the Offer Document and the Form of Acceptance.

16.            Overseas shareholders

The availability of the transaction to Oriel Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions
in which they are located. Such persons should inform themselves about, and
observe, any applicable requirements. Further details in relation to overseas
shareholders are contained in the Offer Document.

17.            General

As at the close of business on 25 March 2008, being the last practicable
Business Day prior to this announcement, Merrill Lynch was the beneficial owner
of 11,500 Oriel Shares representing approximately 0.002 per cent. of the
existing issued ordinary share capital of Oriel.

Except as set out in the above paragraph, neither Mechel nor any of the Mechel
Directors nor, so far as the Mechel Directors are aware, any party acting in
concert with Mechel, has any interest in, or right to subscribe for, any Oriel
Shares, nor does any such person have any short position or any arrangement in
relation to Oriel Shares. For these purposes, "arrangement" includes any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery and borrowing and lending of Oriel Shares. An "
arrangement" also includes any indemnity or option arrangement, any agreement or
any understanding, formal or informal, of whatever nature, relating to Oriel
Shares which may be an inducement to deal or refrain from dealing in such
securities.

In view of the requirement of confidentiality and therefore the availability to
Mechel of all relevant persons who are presumed to be acting in concert with
Mechel to provide information, it has not been possible to ascertain all of the
interests and dealings in relevant securities of Oriel of all relevant persons
who are presumed to be acting in concert with Mechel for the purposes of the
Offer. Any such additional interest(s) or dealing(s) will be discussed with the
Panel and, as necessary, will be announced if requested by the Panel.

Appendix II contains the bases and sources of certain information contained in
this announcement. The definitions of certain terms used in this announcement
are set out in Appendix IV.



Further Information

This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer will be made solely by the Offer Document and the Form of
Acceptance, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made on the basis of the information in the
Offer Document and the Form of Acceptance.

Merrill Lynch, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Mechel in connection with the
Offer and no-one else and will not be responsible to anyone other than Mechel
for providing the protections afforded to clients of Merrill Lynch or for
providing advice in relation to the Offer or any other matters referred to in
this announcement.

Canaccord Adams, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Oriel and no one else in
connection with the Offer and will not be responsible to anyone other than Oriel
for providing the protections afforded to clients of Canaccord Adams or for
providing advice in relation to the Offer or any other matters referred to in
this announcement.



Overseas Jurisdictions

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory requirements.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This announcement has been prepared
for the purpose of complying with English law and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.

Any persons (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intend to, or who may be under any contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.

Further details in relation to overseas shareholders are contained in the Offer
Document.



Forward-looking statements

This announcement includes "forward-looking statements" concerning Oriel and
Mechel. These statements are based on the current expectations of the respective
management of Oriel and Mechel and are naturally subject to uncertainty and
changes in circumstances. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither Oriel
nor Mechel (or any of their respective Directors) undertakes any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

The Mechel Directors accept responsibility for the information contained in this
announcement other than information relating to the Oriel Group, the Oriel
Directors and their immediate families. To the best of the knowledge and belief
of the Mechel Directors (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.

The Oriel Directors accept responsibility for the information in this
announcement relating to them and their immediate families and the Oriel Group.
To the best of the knowledge and belief of the Oriel Directors (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.

                               APPENDIX I

                 CONDITIONS TO AND FURTHER TERMS OF THE OFFER


                                     PART I

                            CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

(a)                 valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date
of the Offer (the First Closing Date) or such later time(s) and/or date(s) as
Mechel may, with the consent of the Panel or in accordance with the Code, decide
in respect of not less than 90 per cent. in nominal value (or such lesser
percentage as Mechel may decide) of the Oriel Shares to which the Offer relates
and not less than 90 per cent. of the voting rights (or such lesser percentage
as Mechel may decide) carried by those Oriel Shares, provided that this
condition will not be satisfied unless Mechel shall have acquired, or agreed to
acquire, pursuant to the Offer or otherwise, Oriel Shares carrying in aggregate
more than 50 per cent. of the voting rights normally exercisable at a general
meeting of Oriel, including for this purpose (to the extent, if any, required by
the Panel) any such voting rights attaching to any Oriel Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise and for the purposes
of this condition:

(i)                   Oriel Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights they will carry on issue;

(ii)                 the expression Oriel Shares to which the Offer relates
shall be construed in accordance with sections 974 to 991 of the Companies Act
2006; and

(iii)                valid acceptances shall be deemed to have been received in
respect of Oriel Shares which are treated for the purposes of section 979(8) of
the Companies Act 2006 as having been acquired or contracted to be acquired by
Mechel by virtue of acceptances of the Offer;

(b)                 Mechel having obtained the approval of the Federal
Anti-monopoly Service of the Russian Federation for the economic concentration
resulting from the direct or indirect acquisition of up to 100 per cent. of the
Oriel Shares by any member of the Mechel Group (including the indirect
acquisition of the shares in those members of the Oriel Group which are
incorporated in Russia) in a form which is satisfactory to Mechel;

(c)                 Mechel 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 per cent. of the Oriel Shares
(including the indirect acquisition of the shares in those members of the Oriel
Group which are incorporated in Kazakhstan) by Mechel or any other member of the
Wider Mechel Group in a form which is satisfactory to Mechel;

(d)                 no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or
agency (including any trade agency) or any court or other body (including any
professional or environmental body) or person in any jurisdiction (each a
Relevant Authority) having decided to take, instituted or threatened any action,
proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or might:

(i)                   make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, Oriel by any member of the Wider
Mechel Group void, unenforceable or illegal or directly or indirectly prohibit
or otherwise materially restrict, delay or interfere with the implementation of,
or impose material additional conditions or obligations with respect thereto, or
require material amendment thereof, or otherwise challenge or interfere with,
the Offer or the acquisition of any shares in, or control of, Oriel by any
member of the Wider Mechel Group;

(ii)                 require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by the Wider Mechel Group or the Wider Oriel
Group of all or any material part of their respective businesses, assets or
properties or impose any limitation on their ability to conduct all or any part
of their respective businesses and to own any of their respective assets or
properties;

(iii)                impose any limitation on, or result in any delay in, the
ability of any member of the Wider Mechel Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise management
control over any member of the Wider Oriel Group or on the ability of any member
of the Wider Oriel Group to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other securities (or the
equivalent) in, or exercise management control over, any other member of the
Wider Oriel Group;

(iv)               require any member of the Wider Mechel Group or the Wider
Oriel Group to acquire or offer to acquire any shares or other securities (or
the equivalent) in the Wider Oriel Group (other than pursuant of the Offer or
sections 974 to 991 of the Companies Act 2006) or any member of the Wider Mechel
Group;

(v)                 impose any material limitation on the ability of any member
of the Wider Mechel Group or the Wider Oriel Group to integrate or co-ordinate
its business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Mechel Group and/or the Wider Oriel
Group; or

(vi)               otherwise materially and adversely affect the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Mechel Group or of the Wider Oriel Group;

and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;

(e)                 all necessary filings having been made and all appropriate
waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated in each case in respect of the Offer and the acquisition of any
shares or other securities in, or control of, Oriel by any member of the Wider
Mechel Group and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals
(authorisations) necessary or appropriate in any jurisdiction for or in respect
of the Offer and the proposed acquisition of any shares in or other securities,
or control of, Oriel by Mechel or any member of the Wider Mechel Group being
obtained in terms and in a form satisfactory to Mechel from appropriate Relevant
Authorities or from any persons or bodies with whom any member of the Wider
Mechel Group or the Wider Oriel Group has entered into contractual arrangements
that are material in the context of the Wider Oriel Group taken as a whole and
such authorisations together with all material authorisations necessary or
appropriate for any member of the Wider Oriel Group to carry on its business
remaining in full force and effect at the time at which the Offer becomes
unconditional in all respects and no intimation of any intention to revoke,
suspend, restrict or modify or not to renew any of the same having been made and
all necessary statutory or regulatory obligations in any jurisdiction having
been complied with;

(f)                  except as publicly announced by Oriel by the delivery of an
announcement to a Regulatory Information Service or fairly disclosed in writing
by Oriel to Mechel, in each case before the date of this announcement, there
being no provision of any agreement, arrangement, licence or other instrument to
which any member of the Wider Oriel Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject which, as a
result of the making or implementation of the Offer or the acquisition or
proposed acquisition by Mechel or any member of the Wider Mechel Group of any
shares or other securities in, or change in the control or management of, Oriel
or otherwise, would or might result in (in any case to an extent which is
materially adverse in the context of the Wider Oriel Group taken as a whole):

(i)                   any moneys borrowed by or any other indebtedness (actual
or contingent) of any such member of the Wider Oriel Group becoming repayable or
capable of being declared repayable immediately or earlier than the stated
repayment date or the ability of Oriel to borrow monies or incur any
indebtedness being withdrawn or inhibited;

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

(iii)                any assets or interest of any such member of the Wider
Oriel Group being or falling to be disposed of or charged or any right arising
under which any such asset or interest could be required to be disposed of or
charged other than in the ordinary course;

(iv)               the interest or business of any such member of the Wider
Oriel Group in or with any other person, firm or company (or any agreements or
arrangements relating to such interest or business) being terminated or
adversely modified or affected;

(v)                 any such member of the Wider Oriel Group ceasing to be able
to carry on business under any name under which it presently does so;

(vi)               the financial or trading position or prospects of any member
of the Wider Oriel Group being prejudiced or adversely affected; and

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

and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider Oriel
Group is a party or by or to which any such member or any of its assets may be
bound or be subject, could result in any events or circumstances as are referred
to in subparagraphs (i) to (vii) of this paragraph (f) in any case where such
result would be material in the context of the Wider Oriel Group taken as a
whole;

(g)                 except as publicly announced by Oriel by the delivery of an
announcement to a Regulatory Information Service or fairly disclosed in writing
by Oriel to Mechel or disclosed in the annual report and accounts for the year
ended 31 December 2006, in each case before the date of this announcement, no
member of the Wider Oriel Group having since 31 December 2006:

(i)                   issued or agreed to issue or authorised the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between Oriel and wholly-owned subsidiaries of Oriel or upon
the exercise of rights to subscribe for Oriel Shares pursuant to options granted
under the Oriel Share Option Scheme before the date of this announcement or upon
the exercise of rights to subscribe for Oriel Shares pursuant to the Oriel
Warrants) or redeemed, purchased or reduced any part of its share capital;

(ii)                 sold or transferred or agreed to sell or transfer any
treasury shares;

(iii)                recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution,
whether payable in cash or otherwise, other than a distribution by any
wholly-owned subsidiary of Oriel;

(iv)               implemented or authorised any merger or demerger or acquired
or disposed of or transferred, mortgaged or charged, or created any other
security interest over, any asset or any right, title or interest in any asset
(including shares and investments) (save for transactions between Oriel and
entities which are its wholly-owned subsidiaries at the date of this
announcement or other than in the ordinary course of trading) which, in each
case is material in the context of the Wider Oriel Group taken as a whole;

(v)                 save for transactions between Oriel and its entities which
are its wholly-owned subsidiaries at the date of this announcement, implemented
or authorised any reconstruction, amalgamation, scheme or other transaction or
arrangement (otherwise than in the ordinary course of business) which in each
case is material in the context of the Wider Oriel Group taken as a whole;

(vi)               made or authorised any change in its loan capital or issued
or authorised the issue of any debentures or incurred or increased any
indebtedness or contingent liability which in each case is material in the
context of the Wider Oriel Group taken as a whole;

(vii)              entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of a nature
or magnitude which is material in the context of the Wider Oriel Group taken as
a whole;

(viii)            entered into any contract, commitment or arrangement which
would be materially restrictive on the business of any member of the Wider Oriel
Group or the Wider Mechel Group;

(ix)                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 ceased or threatened to cease carrying on all
or a substantial part of its business;

(x)                  taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up (voluntary or otherwise),
dissolution or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;

(xi)                waived, compromised or settled any claim otherwise than in
the ordinary course of business or in a manner or on terms that are material in
the context of the Wider Oriel Group taken as a whole;

(xii)               entered into or varied in any material respect the terms of
any service agreement or arrangement with any director or senior executive of
Oriel;

(xiii)             entered into any trust deeds constituting pension schemes
established for its directors and/or employees and/or their dependants; or

(xiv)             entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this condition in any case
which is material in the context of the Wider Oriel Group taken as a whole;

(h)                 since 31 December 2006 except as publicly announced by Oriel
by the delivery of an announcement to a Regulatory Information Service or fairly
disclosed in writing by Oriel to Mechel or as disclosed in the annual report and
accounts for the year ended 31 December 2006 in each case before the date of
this announcement:

(i)                   no adverse change having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Oriel Group which is material in the context of the Wider Oriel Group taken as a
whole;

(ii)                 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider Oriel
Group or to which any member of the Wider Oriel Group is a party (whether as
plaintiff or defendant or otherwise) and no investigation by any Relevant
Authority against or in respect of any member of the Wider Oriel Group having
been threatened, announced, or instituted or remaining outstanding by, against
or in respect of any member of the Wider Oriel Group to an extent that is
material in the context of the Wider Oriel Group taken as a whole; and

(iii)                no contingent or other liability having arisen which would
or might reasonably be expected to adversely affect any member of the Wider
Oriel Group in a way which is material in the context of the Wider Oriel Group
taken as a whole;

(i)                   Mechel not having discovered that, except as publicly
announced by Oriel by the delivery of an announcement to a Regulatory
Information Service or fairly disclosed in writing by Oriel to Mechel or as
disclosed in the annual report and accounts for the year ended 31 December 2006
in each case before the date of this announcement:

(i)                   any financial, business or other information publicly
disclosed at any time by any such member of the Wider Oriel Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading which in any case is material
and adverse to the financial or trading position of the Wider Oriel Group taken
as a whole;

(ii)                 any past or present member of the Wider Oriel Group has
failed to comply with any applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority with regard
to the storage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or that there has otherwise been any such storage,
disposal, a material discharge, spillage, release, leak or emission (whether or
not the same constituted non-compliance by any person with any such legislation
or regulation, and whenever the same may have taken place) on or from any land
or property of any description or other asset now or previously owned, occupied
or made use of by any past or present member of the Wider Oriel Group, any of
which non-compliance would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Oriel Group
and which is material in the context of the Wider Oriel Group taken as a whole;
or

(iii)                there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Oriel Group under any
environmental legislation, regulation, notice, circular or order of any Relevant
Authority in any jurisdiction and which is material in the context of the Wider
Oriel Group taken as a whole.

Mechel reserves the right at its absolute discretion to waive, in whole or in
part, all or any of the above conditions, except condition (a).

The Offer will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by Mechel in its
reasonable opinion to have been or remain satisfied by midnight on the day which
is 21 days after the later of the First Closing Date and the date on which the
Offer becomes or is declared unconditional as to acceptances (or such later date
as Mechel may, with the consent of the Panel or in accordance with the Code,
decide). Mechel shall be under no obligation to waive or treat as fulfilled any
of conditions (b) to (i) inclusive by a date earlier than the 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 fulfilment.

If Mechel is required by the Panel to make an offer or offers for any Oriel
Shares under Rule 9 of the Code, Mechel may make such alterations to the above
conditions as are necessary to comply with that Rule.

The Offer will lapse (unless the Panel otherwise consents) if, before 1.00 p.m.
(London time) on the First Closing Date or the date when the Offer becomes or is
declared unconditional as to acceptances (whichever is the later), the Offer, or
any aspect of it, is referred to the Competition Commission.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and those Oriel Shareholders who have, as at the time of such lapse, accepted
the Offer shall then cease to be bound by their acceptances of the Offer
submitted at or before the time when the Offer lapses.

The Offer will be governed by English law and be subject to the jurisdiction of
the English courts.


                                    PART II

                       CERTAIN FURTHER TERMS OF THE OFFER

The Oriel Shares will be acquired by Mechel free from all liens, charges,
encumbrances, rights of pre-emption and any other third party rights of any
nature whatsoever and together with all rights attaching to them including the
right to receive in full all dividends and other distributions declared, paid or
made after the date of this announcement.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United
States nor is the Offer being made in or into Australia or Japan. Accordingly,
copies of this announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into the United States, Australia or Japan.

The provisions referred to in the previous paragraph may be waived or varied by
Mechel in its sole discretion as regards specific Oriel Shareholders or
generally.



                                   APPENDIX II

               SOURCES OF INFORMATION AND BASES OF CALCULATION



(a)                 The value attributed to the existing issued and to be issued
share capital of Oriel is based upon:

  (i)       637,345,154 Oriel Shares in issue;

 (ii)       Oriel Options over 30,688,005 shares in Oriel outstanding; and

(iii)       13,250,000 Oriel Warrants in issue,

as at the close of business on 25 March 2008, being the last Business Day prior
to this announcement.

(b)                 The closing middle market prices of the Oriel Shares
referred to in this announcement are taken from the Daily Official List.

(c)                 The market capitalisation of Mechel is calculated on the
basis of 416,270,745 Mechel shares in issue, a 3:1 ordinary share:ADR ratio, and
an ADR market price of US$ 121.41 cents as at 4.30 pm UK time on 25 March 2008.

(d)                 Unless otherwise stated, the financial information on Mechel
is extracted from Mechel's annual report and accounts for the year ended 31
December 2006 and from the unaudited financial statements of Mechel for the nine
months ended 30 September 2007.

(e)                 Unless otherwise stated, the financial information on Oriel
is extracted from Oriel's annual report and accounts for the year ended 31
December 2006 and from the unaudited interim report of Oriel for the six months
ended 30 June 2007.

(f)                  Unless otherwise stated, a currency exchange rate of
GBP1.00 to US$1.9992 has been used, being the exchange rate at 4.30pm on 25
March 2008 (being the time the market closes in United Kingdom), as sourced from
Bloomberg.



                                     APPENDIX  III

                         DETAILS OF IRREVOCABLE UNDERTAKINGS



The following holders of Oriel Shares have given irrevocable undertakings to
accept the Offer:


Name                                               Number of Oriel Shares            % of Issued Share Capital

Eanermoon Limited                                            125,045,125                          19.6%
Sergey Kurzin                                                  8,587,500                           1.4%
Polyprom Holdings B.V.                                       124,485,507                          19.5%
Quotan International Limited                                  38,580,219                           6.1%






These undertakings will cease to be binding only if the Offer Document has not
been posted within 28 days after the date of this announcement (or within such
longer period as the Offeror, with the consent of the Panel, determines) or if
the Offer lapses or is withdrawn. These undertakings remain binding in the event
of a competing offer being made for Oriel.



Sergey Kurzin is an Oriel Director and Polyprom Holdings B.V. and Quotan
International Limited are beneficially owned by Alexander Nesis, an Oriel
Director.






Appendix IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise:
ABN AMRO                                         ABN AMRO Bank N.V., London Branch  of 250
                                                 Bishopsgate, London, EC2M 4AA
AIM                                              the AIM market operated by the London Stock
                                                 Exchange
Business Day                                     any day, other than a Saturday, Sunday or public
                                                 or bank holiday, on which banks are generally
                                                 open for business in the City of London and
                                                 Moscow
Canaccord Adams                                  Canaccord Adams Limited of 80 Victoria Street,
                                                 London SW1E 5JL
Code                                             the UK City Code on Takeovers and Mergers
Daily Official List                              the daily official list of the London Stock
                                                 Exchange
Financial Services Authority                     the Financial Services Authority in its capacity
                                                 as the  competent authority for the purposes of
                                                 Part VI of the UK Financial Services and Markets
                                                 Act 2000 (as amended)
First Closing Date                               the first closing date of the Offer as set out in
                                                 the Offer Document
Form of Acceptance                               the form of acceptance relating to the Offer
                                                 which accompanies the Offer Document
London Stock Exchange                            London Stock Exchange plc
Mechel                                           Mechel OAO
Mechel Directors                                 the directors of Mechel
Merrill Lynch                                    Merrill Lynch International of 2 King Edward
                                                 Street, London, EC1A 1HQ
Offer Document                                   the document detailing the terms and conditions
                                                 of the Offer to be sent to Oriel Shareholders
                                                 and, for information, to Oriel Optionholders and
                                                 Oriel Warrantholders
Oriel                                            Oriel Resources plc
Oriel Directors                                  the directors of Oriel
Oriel Optionholders                              holders of Oriel Options
Oriel Options                                    options granted under the Oriel Share Option
                                                 Scheme
Oriel Share Option Scheme                        Oriel's unapproved share option plan adopted by
                                                 Oriel on 26 January 2004, as amended
Oriel Shares                                     the existing unconditionally allotted or issued
                                                 and fully paid ordinary shares of 1 pence each in
                                                 the capital of Oriel and any further shares which
                                                 are unconditionally allotted or issued before the
                                                 date on which the Offer closes (or such earlier
                                                 date as Mechel may, with the Panel's consent and
                                                 subject to the Code, decide)
Oriel Shareholders                               holders of Oriel Shares
Oriel Warrantholders                             holders of Oriel Warrants
Oriel Warrants                                   the existing warrants to subscribe for an Oriel
                                                 Share at a subscription price of 75 pence issued
                                                 on 8 February 2005
Panel                                            the UK Panel on Takeovers and Mergers
Regulatory Information Service                   any of the services set out in Appendix 3 to the
                                                 Listing Rules of the UK Listing Authority from
                                                 time to time
United Kingdom or UK                             the United Kingdom of Great Britain and Northern
                                                 Ireland
UK Listing Authority                             the United Kingdom Listing Authority, being 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
US$                                              the lawful currency from time to time of the
                                                 United States of America
Wider Mechel Group                               Mechel and its subsidiaries, subsidiary
                                                 undertakings, associated undertakings and any
                                                 other undertakings in which Mechel and/or such
                                                 undertakings (aggregating their interest) have a
                                                 substantial interest. For these purposes,
                                                 substantial interest means a direct or indirect
                                                 interest in more than 20 per cent. of the equity
                                                 share capital (as defined in the Companies Act
                                                 1985 (as amended))
Wider Oriel Group                                Oriel and its subsidiaries, subsidiary
                                                 undertakings, associated undertakings and any
                                                 other undertakings in which Oriel and/or such
                                                 undertakings (aggregating their interests) have a
                                                 substantial interest. For these purposes,
                                                 substantial interest means a direct or indirect
                                                 interest in more than 20 per cent. of the equity
                                                 share capital (as defined in the Companies Act
                                                 1985 (as amended))
WM/Reuters                                       an independent currency fixing data service
                                                 provided by the WM Company PLC




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            The company news service from the London Stock Exchange
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