Offer declared unconditional

RNS Number:4159K
Rosneft Investments Limited
28 April 2003


28 April 2003


                          Rosneft Investments Limited


Not for release, publication or distribution in, into or from Canada, Australia
or Japan.

                             Recommended Cash offer

                                by Hoare Govett

                    on behalf of Rosneft Investments Limited

                       for Anglo Siberian Oil Company plc



                   Offer declared unconditional in all respects



Hoare Govett announces, on behalf of Rosneft Investments, that as at 3.00 pm on
25 April 2003, being the first closing date of the Offer, valid acceptances of
the Offer had been received in respect of a total of 45,117,334 Anglo Siberian
Shares, representing approximately 97.46 per cent. of the issued share capital
of Anglo Siberian.



All of the conditions set out in the Offer Document dated 4 April 2003 have now
been satisfied or waived and, accordingly, the Offer has been declared
unconditional in all respects.  The Offer remains open for acceptances until
further notice.



Consideration under the Offer will be despatched by 12 May 2003 to Anglo
Siberian Shareholders who had by 3.00 pm on 25 April 2003 already provided valid
and complete acceptances under the Offer. Consideration in respect of valid
acceptances received after 3.00 pm on 25 April 2003 will be despatched to
accepting Anglo Siberian Shareholders within 14 days of such receipt.



Prior to the announcement of the Offer, Rosneft Investments had received an
irrevocable undertaking to accept the Offer from Lynminster in respect of
13,836,400 Anglo Siberian Shares, representing approximately 29.9 per cent. of
the current issued share capital of Anglo Siberian.  Rosneft Investments had
also received letters of intent to accept the Offer from certain institutional
shareholders in respect of, in aggregate, 5,200,000 Anglo Siberian Shares,
representing approximately 11.2 per cent. of the current issued share capital of
Anglo Siberian.  Rosneft Investments therefore had an irrevocable undertaking
and letters of intent to accept the Offer in respect of a total of 19,036,400
Anglo Siberian Shares representing 41.1 per cent. of the current issued share
capital of Anglo Siberian. Of the valid acceptances received by Rosneft
Investments in respect of the Offer, 19,036,400 Anglo Siberian Shares relate to
the irrevocable undertaking and letters of intent received prior to the
announcement of the Offer.



Save as disclosed above, prior to 3 April 2003 (the commencement of the Offer
Period), neither Rosneft, Rosneft Investments nor any person acting in concert
with Rosneft or Rosneft Investments for the purposes of the Offer, held any
Anglo Siberian Shares or rights over such shares, and since that date, neither
Rosneft, Rosneft Investments nor any person deemed to be acting in concert with
Rosneft or Rosneft Investments, has acquired or agreed to acquire any Anglo
Siberian Shares or rights over such shares other than pursuant to the
acceptances referred to above. None of the acceptances relate to persons acting
in concert with Rosneft nor Rosneft Investments.



The Offer and acceptances under it remain subject to the terms set out in the
Offer Document and Form of Acceptance. Anglo Siberian Shareholders who wish to
accept the Offer and have not yet done so should despatch their completed Forms
of Acceptance as soon as possible. Forms of Acceptance are available from Lloyds
TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA.



Terms defined in Rosneft Investments' Offer Document dated 4 April 2003 have the
same meaning in this announcement unless the text requires otherwise.



Sergei Bogdanchikov, Chairman of the Rosneft Management Board, commented:



"We are delighted with the high level of acceptances we have received.  Over 97%
support for our offer is confirmation that it provided shareholders with full
and fair value for their holdings in Anglo Siberian.  In light of this support,
we have decided to make our offer unconditional in all respects."



Enquiries

Hoare Govett:
Philip Dayer                                                       020 7678 1681

College Hill Associates:
James Henderson                                                    020 7457 2020
Phil Wilson-Brown                                                  020 7457 2020



Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Rosneft and Rosneft Investments and no one
else in connection with the Offer and the other matters described herein and
will not be responsible to anyone other than Rosneft and Rosneft Investments for
providing the protections afforded to clients of Hoare Govett or for providing
advice in relation to the Offer and the other matters described herein.



The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, Canada, Australia or Japan and
the Offer is not capable of acceptance by any such use, means, instrumentality
or facilities from or within Canada, Australia or Japan. Accordingly, copies of
this announcement and any related documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from Canada, Australia or Japan and persons receiving this announcement
and any related document (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in, into or from Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer.



The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements. Further details in this regard are
contained in paragraph 6 of Part B of Appendix I to the Offer Document and
paragraph (c) of Part C of Appendix I to the Offer Document.



Rosneft Investments or its nominees or brokers (acting as agents for Rosneft
Investments) may, in accordance with applicable law, including applicable
exemptions from Rule 14e-5 under the Exchange Act, make certain purchases of
Anglo Siberian Shares in the market or otherwise during the period in which the
Offer remains open.  Information about such purchases will be announced in a
press release in accordance with the City Code and will also be made available
in the United States.



The Offer in the United States is being made pursuant to an exemption from
certain US tender offer rules provided by Rule 14d-1(c) under the Exchange Act.
US Shareholders should read paragraph 6.2 of Part B of Appendix I to the Offer
Document.



The Offer is being made in the United States by Rosneft Investments. References
in this announcement, the Offer Document and in the Form of Acceptance to the
Offer being made by Hoare Govett on behalf of Rosneft Investments should be read
and construed accordingly.



This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.




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