FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
June 26, 2006
Pursuant to Rule 13a-16 or 15d-16 of
The Securities and Exchange Act of 1934
OAO TATNEFT
(also known as TATNEFT)
(name of Registrant)
75 Lenin Street
Almetyevsk, Tatarstan 423450
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40F.
Form 20-F...X.... Form 40-F......
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes....... No... X....
June 26, 2006
On June 26, 2006, OAO Tatneft issued the following press release:
June 26, 2006
For immediate release
OAO Tatneft announces its intention to delist from the New York Stock Exchange and to terminate its registration with the SEC
OAO Tatneft (NYSE: TNT; LSE: ATAD) (the "Company") announced today that it plans to delist voluntarily from the New York Stock
Exchange (the "NYSE") so as to concentrate trading in its equity securities outside of the Russian Federation on the London Stock
Exchange (the "LSE"). In addition, when circumstances permit, the Company intends to apply for termination of the registration of
its ordinary shares with the U.S. Securities and Exchange Commission (the "SEC").
The decision to delist from the NYSE and to terminate the registration with the SEC has been taken following a review of the
appropriateness of maintaining multiple international listings. The Company is the only major Russian issuer to have a listing in
both London and New York. Given the increase in recent years in costs associated with the registration of the Company's securities
with the SEC, a decision was made to concentrate international trading of the Company's equity securities in London. The Company
believes that direct cost savings, resulting from the planned de-listing and deregistration in the United States, can be realized for
shareholders and that the focus on a single international trading market for the Company's equity securities may increase liquidity.
The Company currently expects to file its application for delisting from the NYSE in mid-August 2006. Following delisting from the
NYSE and pending the filing of the Company's application for deregistration from the SEC, the Company will remain subject to the
regulations of the SEC. To facilitate termination of the registration of its ordinary shares with the SEC, the Company is
considering amendments to the deposit agreement relating to its ADR facility (the "Deposit Agreement") that would prevent persons
resident in the United States (other than certain "qualified institutional buyers" identified by the Company acting in its sole
discretion) from participating in the facility. The Company currently expects that The Bank of New York, the depositary for the ADR
facility (the "Depositary") and the Company will sign these amendments, and that the Depositary will give formal notice of the
amendments to registered owners of ADRs, on or about July 10, 2006. The Company intends to reserve the right to refrain from
implementing the proposed amendments to the Deposit Agreement in the event that the SEC adopts new rules relating to deregistration
in a form that would permit the Company to deregister without implementing those amendments.
The Company's representatives will discuss the planned delisting and deregistration and U.S. GAAP financial highlights for 2004 and
the first half of 2005 on a conference call at 9 a.m., Eastern Daylight Time, 2 p.m. British Summer Time, 5 p.m. Moscow time on
Tuesday, June 27, 2006. To participate in this conference call, dial one of the following numbers using participant code C915967:
U.K.: +44 (20) 8996 3920
U.S.: +1 (888) 481 7939 (toll free from the U.S.)
U.S.: +1 (617) 847 8707
Further information on the Company's current expectations regarding timing of the various steps associated with the planned delisting
and the proposed amendments to the Deposit Agreement can be found in Appendix A. Further information regarding the proposed
amendments to the Deposit Agreement and related matters can be found in Appendix B.
For additional information, please contact:
Media
UK Greg Quine
Jon Simmons
Andrew Dowler
Financial Dynamics, London
+44 (20) 7831 3113
USA Brian Maddox
Greg Jawski
Financial Dynamics, New York
+1 (212) 850 5600
Russia Michael Guerin
Financial Dynamics, Moscow
+7 (495) 795 0623
Investor Relations:
Vladlen Voskoboinikov
Vasily Mozgovoi
OAO Tatneft
+7 (495) 980 5226
Important disclaimer:
This document contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by the words "expects," "intends," "will," "seeks," "plans," "proposes," "anticipates" and
similar expressions. Forward-looking statements are based on current plans, estimates and projections. A number of factors could
cause actual results or outcomes to differ materially from those expressed in or implied by the forward-looking statements, including
the risk of legal or regulatory action that may delay amendment of the Deposit Agreement, termination of registration of the
Company's ordinary shares with the SEC or other proposed measures described in this press release, the risk that trading in the
Company's securities may not develop as currently expected, as well as the risks described in the documents that the Company has filed
with the SEC, including the Annual Report on Form 20-F for 2004 as filed with the SEC on the date of this press release. Investors
and security holders can obtain a free copy of documents that the Company has filed with the SEC at http://www.sec.gov/.
Forward-looking statements speak only as of the date they are made, and the Company does not undertake any duty to update or revise
forward-looking statements.
Appendix A
Expected Timetable
The Company currently expects to proceed with the delisting from the NYSE and the amendments to the Deposit Agreement on the
timetable set forth below, which is subject to change in the discretion of the Company. The proposed amendments to the Deposit
Agreement and the establishment of a new Rule 144A deposit facility (as defined in Appendix B) also are subject to the Company
obtaining any regulatory approvals that may be required in the Russian Federation or elsewhere.
June 30, 2006 Board of Directors of the Company considers a
resolution authorizing the Company to (a) amend
Deposit Agreement, (b) enter into new deposit
agreement relating to the Rule 144A Deposit
Facility, (c) apply for delisting from the NYSE,
and (d) apply, when circumstances permit, for
termination of registration of the Company's
ordinary shares with the SEC
July 7, 2006 The Company files with the SEC a post-effective
amendment to the Registration Statement on Form
F-6 relating to the ADRs to remove from
registration all previously registered but
unissued ADRs
July 10, 2006 The Company and the Depositary sign amendments to
Deposit Agreement; Depositary gives notice of
amendments to Owners (as defined in Deposit
Agreement)
August 10, 2006 Amendments to Deposit Agreement take effect
August 18, 2006 The Company files its application for delisting
from the NYSE
August 18, 2006 Expected date of announcement of the
Certification Date (see Appendix B)
Fourth quarter, 2006 Filing with the SEC of the Company's annual
report on Form 20-F for the year ended December
31, 2005
Fourth quarter, 2006 Certification Date (see Appendix B)
Fourth quarter, 2006 (within few business days Depositary commences sale (outside the U.S.) of
after the Certification Date) ordinary shares underlying all GDRs except those
beneficially owned by persons who (i) have
certified that they are not "resident in the
United States" or (ii) have certified that they
are QIBs and have been approved by the Company
Fourth quarter, 2006 (following completion of sales Beneficial owners other than those who (i) have
of ordinary shares by the Depositary) certified that they are not "resident in the
United States" or (ii) have certified that they
are QIBs and have been approved by the Company,
may receive pro rata net proceeds of sale of
shares underlying their GDRs against surrender of
their GDRs and payment of the Depositary's fee
and any other applicable charges and taxes
Appendix B
Proposed Amendments to Deposit Agreement
The proposed amendments to the Deposit Agreement would include principally the following:
- Requiring that, on or before a date designated by the Company and the Depositary with at least 30 days' prior notice to
owners of ADRs (the "Certification Date"), beneficial owners of the ADRs must certify either (i) that they are not resident
in the United States or (ii) that they are "qualified institutional buyers" or "QIBs" and that they request to be permitted
to continue to hold GDRs following the Certification Date;[1]
- Redesignating the ADRs as "Global Depositary Receipts" ("GDRs") with effect as of a few business days after the
Certification Date;
- Introducing a provision that the ordinary shares underlying all GDRs except those beneficially owned by persons who, on or
before the Certification Date, (i) have certified that they are not "resident in the United States" or (ii) have certified
that they are QIBs and have been approved by the Company, will be sold by Depositary outside the United States pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and that, upon completion of those
sales, the proceeds of those sales will be transferred to the beneficial holders of such GDRs;
- Introducing a provision that deposits into the restructured GDR facility will be accepted only from persons who are not
resident in the United States; and
- Introducing a provision that transfers of the GDRs may not be made to U.S.-resident persons other than to QIBs who take
delivery pursuant to a new deposit facility that the Company intends to establish to permit (i) purchase and holding of
depositary receipts representing the Company's ordinary shares by U.S.-resident QIBs and (ii) trading in such depositary
receipts among U.S.-resident QIBs (the "Rule 144A Deposit Facility").
The amendments to the Deposit Agreement would provide that the Company may instruct the Depositary to refrain from selling ordinary
shares underlying GDRs beneficially owned by certain QIBs identified by the Company acting in its sole discretion, even if such QIBs
are resident in the United States. The Company currently expects to exercise this discretion to permit certain U.S.-resident QIBs
with the largest holdings of ADRs prior to the Certification Date to continue to hold GDRs after the Certification Date, so long as
this does not in the Company's view jeopardize the Company's ability to terminate the registration of its ordinary shares with the
SEC under applicable rules. The amendments to the Deposit Agreement also would provide that the Company may, from time to time,
serve a mandatory notice on any one or more such QIBs (identified by the Company, acting in its sole discretion) requiring them to
transfer their GDRs to a non-U.S. resident person or, upon expiration of a reasonable period, to require the ordinary shares
underlying the GDRs beneficially owned by such QIBs to be sold by the Depositary outside the United States pursuant to Regulation S
under the Securities Act, and that, upon completion of those sales, the proceeds of those sales will be transferred to such QIBs.
The new deposit agreement that the Company and the Depositary propose to enter to establish the Rule 144A Deposit Facility would
contain a similar provision.
The GDRs would remain listed on the LSE. The depositary receipts issued from the Rule 144A Deposit Facility would not be listed on
the LSE or on any other securities exchange.
The Company is aware that the SEC has proposed new rules governing termination of registration of securities under the Securities
Exchange Act of 1934, as amended. Such rules, when adopted by the SEC, may permit the Company to terminate the registration of its
ordinary shares with the SEC without the need to amend its Deposit Agreement as described above. If and when such rules are
adopted, the Company intends to reassess the Deposit Agreement (and the new deposit agreement relating to the Rule 144A Deposit
Facility) to determine whether restrictions on participation in the related depositary receipt facilities by persons resident in the
United States could be relaxed without jeopardizing the Company's ability to terminate the registration of its ordinary shares with
the SEC.
________________________________________________________________________________
[1] Under the amendments to the Deposit Agreement, a beneficial owner's certification that he, she or it either (i) is not
"resident in the United States" or (ii) is a QIB and requests permission to continue to hold GDRs will not be effective
unless the beneficial owner, together with the certification, deposits its GDR with the Depositary or transfers the relevant
GDRs to a blocked account with The Depository Trust Company, in either case until after the Certification Date. The purpose
of this requirement is to prevent beneficial owners that have either (i) certified non-U.S. residence or (ii) certified QIB
status and requested permission to continue to hold GDRs from transferring their ADRs to a person who is resident in the
United States prior to the Certification Date.
END
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OAO TATNEFT
By: ____________________________________________________
Name:(Vladimir P. Lavushchenko)
Title:
(Deputy General Director for Economics, Chairman of Disclosure Committee)
Date: June 26, 2006