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«1 The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC Alliance Group, corporate registration no. ...»

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6 Euroclear Sweden AB. Shareholders will, without further action from them, via SEB, receive the Cash Consideration (as defined below) consequent upon the cancellation of their Shares (see further in the section “No further actions needed by Shareholders to receive the Cash Consideration”, page 14).

7 The Transaction 1 On 31 October 2013, Alliance Group and AOC announced the Transaction. The Transaction is proposed to be implemented by way of amalgamation, through which Alford and AOC will amalgamate in accordance with Bermuda law and continue as the Amalgamated Company. The Transaction is conditional, inter alia, on approval by the Shareholders at the SGM on 2 December 2013 (or any adjournment thereof), on receipt of relevant antitrust clearances in Russia, Germany and Cyprus, and on that no bona fide third party offer having been made for all Shares that is deemed more attractive in the view of the Independent Directors. Upon fulfilment of all conditions, the Amalgamation will be registered with the Bermuda Registrar of Companies.

The threshold for approval at the SGM is at least 75 per cent. of the votes cast at the SGM for which the required quorum is two persons at least holding or representing by proxy more than one third of the issued Shares. Alliance Group and its affiliated companies will be permitted and intend to vote for their shares at the SGM.

Following registration of the Amalgamation, all of the Shares will be cancelled, and the SDRs will be delisted from NASDAQ OMX Stockholm and deregistered from Euroclear Sweden AB. Under the terms of the Transaction all Shareholders, except for Alliance Group and its affiliated companies, will, via SEB, receive a cash consideration in exchange for their Shares in the amount

of:

–  –  –

2 For example, if the registration of the Amalgamation takes place on 11 December 2013, each Preference Share holder will be entitled to receive from the Company SEK 313 of principal amount per one Preference Share plus an accrued dividend of SEK 7.5 multiplied by 12/91, which represents the proportion of the number of days between 30 November 2013 and 11 December 2013 (inclusive) to the number of days between 30 November 2013 and 28 February 2014 (inclusive) (29 November 2013 and 28 February 2014 being the upcoming quarterly dividend record dates).

–  –  –

The total value of the Transaction, excluding the value of the Shares beneficially held by Alliance Group and its affiliated companies, amounts to approximately SEK 7,813,451,060 (excluding the amount of any accrued dividends relating to the Preference Shares).

Shareholders will not be charged for any brokerage fee or commission in conjunction with settlement of the Cash Consideration. However, Shareholders will be responsible for paying customary fees to custodians or intermediaries through whom such SDR interests are held.

Recommendation from the Independent Directors of AOC The Independent Directors of AOC (as defined below) have unanimously decided to recommend that Shareholders vote in favour of the Transaction at the SGM.

Two of the directors of AOC, Arsen Idrisov (a beneficiary of Alliance Group) and Isa Bazhaev (Managing Director of one of Alliance Group’s subsidiaries), have absented themselves from all deliberations of the board in connection with the Transaction. Accordingly, the Transaction has been considered only by the Independent Directors: Eric Forss, Raymond Liefooghe, Fred Boling, Claes Levin and Fernando Martinez-Fresneda (the “Independent Directors”).

Recommendation from the Financial Advisor of AOC

Merrill Lynch International (“BofA Merrill Lynch”) and Carnegie Investment Bank (“Carnegie”) have acted as financial advisors to the Company in connection with the Transaction, and BofA Merrill Lynch has provided the Independent Directors with an opinion that the value of the Cash Consideration to be received by the holders of Ordinary Shares and Preference Shares is fair, from a financial point of view, to such holders. In providing their advice, BofA Merrill Lynch has taken into account the commercial assessments of the Independent Directors as well as their consideration of the Company's bye-laws with respect to the provisions relating to the Preference Shares. The Independent Directors’ recommendation is included in the section “Recommendation from the Independent Directors of AOC” on page 17.

Financing of the Transaction

The Transaction will be funded by a committed debt facility, as described in more detail below, which will be provided by Gazprombank (Open Joint-Stock Company) as lender (the “Lender”).

Further information on conditions for the financing are included in the section “Financing” on page 91.

Alliance Group’s current ownership in AOC

Alliance Group and its affiliated companies currently hold SDRs representing 76,700,878 Ordinary Shares and 494,700 Preference Shares, jointly representing 43 per cent. of the total number of Shares and 45 per cent. of the total number of votes in AOC as of 30 September 2013. Alliance Group and its affiliated companies intend to vote for their holdings in favour of the Transaction at the SGM.

Irrevocable undertakings by Shareholders





The board of directors of Repsol Exploracion S.A., a company which is one of the largest holders of SDRs, representing three (3) per cent. of the total number of SDRs representing Shares, corresponding to three (3) per cent. of the total number of votes in AOC as of 30 September 2013, has approved to vote in favour of the Transaction at the SGM.

9 The Independent Directors have confirmed that they intend to undertake irrevocably to vote in favour of the Transaction at the SGM in respect of their own beneficial holdings of SDRs representing 264,718 of AOC’s Ordinary Shares (representing approximately 0.2 per cent. of the total number of votes in AOC as of 30 September 2013).

Convertible Bonds Tender Offer and Consent Solicitation

A tender offer of a total of US$ 278,250,000 in cash and a related consent solicitation (the “Convertible Bond Tender Offer and Consent Solicitation”) to be announced on 4 November 2013 by AOC for its outstanding US$ 265,000,000 convertible bonds due in 2014 (the “Convertible Bonds”) simultaneously with announcement of this Information Memorandum. For further information see “Convertible Bonds Tender Offer and Consent Solicitation” on page 92.

Statement from the Swedish Securities Council and Compliance with the Takeover Rules On 1 September 2013, Alliance Group requested a statement from the Securities Council in relation to interpretation of the Takeover Rules and sound stock market practice in Sweden in the context of the Transaction.

The Securities Council concluded in AMN 2013:35 that, as AOC is a Bermuda company and the Transaction is made by way of amalgamation under Bermuda law, the Securities Council considered that it cannot, from a sound stock market practice point of view, set up other requirements than those required under Bermuda law. However, from a sound stock market practice point of view, the Securities Council emphasised the importance of informing the Shareholders of the planned actions in a manner as similar as possible to the information which would have been required had AOC been a Swedish listed company. Please refer to www.aktiemarknadsnamnden.se for the full statement.

Alliance Group has undertaken to comply with AOC’s bye-laws, mandatory Bermuda law, any special directions given at the SGM and the information requirements, as appropriate, set out in Chapter 2a, section 2 of the Trading Act and rule II.3 of the Takeover Rules.

No registration of the Information Memorandum with the SFSA As the Takeover Act and the Takeover Rules will not apply to the Transaction, this Information Memorandum has not been registered with, or approved by, the SFSA. The terms and conditions for the Transaction are described in the section “Terms and Conditions” on page 12.

–  –  –

Alliance Group began work on a potential take-private transaction as it became clearer that the strategy being pursued by the Company was not being appropriately rewarded by the public equity market. Alliance Group believes that AOC management’s time would be best spent on the fundamental strategy and challenges of the Company, including on-going operational challenges in Timan-Pechora and the impact of fiscal changes on the downstream business, without the additional and simultaneous pressure of addressing the market volatility these challenges can bring.

In the current environment, Alliance Group believes public equity markets do not represent the

optimal ownership structure for AOC. As a private company:

 It will be easier to take a strategic approach to operational challenges and opportunities facing AOC today;

 Earnings will be improved through the increased leverage afforded by the high liquidity and low interest rates the debt markets offer, which will be more easily accessed under private ownership; and  AOC’s corporate structure, administration and corporate governance will be simplified, enabling more efficient operations and cost reductions.

Finally, Alliance Group believes that while in the past access to the public equity capital markets has been a significant benefit, the relative value of the optionality of this access is now significantly reduced as funds would only be available at a cost of unacceptable dilution to current shareholders.

Alliance Group would enter into the Transaction as a strategic investor, with the aim of developing AOC as an independent oil company under its ownership. Alliance Group is acting as principal and not as agent in the Transaction, and is not in discussion with any third parties about the on-sale of AOC or all or significant parts of AOC’s business.

–  –  –

The Cash Consideration represents a premium for each Ordinary Share of approximately:

 4 per cent. to the closing price of the relevant SDRs on 30 October 2013 (being the last trading day before announcement of the Transaction);

 17 per cent. to the volume weighted average closing price of the relevant SDRs over the 3 month period prior to 31 October 2013;

 25 per cent. to the volume weighted average closing price of the relevant SDRs over the 6 month period prior to 31 October 2013; and  48 per cent. to the closing price on 24 July 2013, which is the last date prior to press speculation about a potential third party acquisition of a significant stake in the Company or its assets.

The Cash Consideration represents a premium per Preference Share of approximately:

 4 per cent. to the closing price of the relevant SDRs on 30 October 2013;

 6 per cent. to the volume weighted average closing price of the relevant SDRs over the 3 month period prior to 31 October 2013; and  6 per cent. to the volume weighted average closing price of the relevant SDRs over the 6 month period prior to 31 October 2013.

The total value of the Transaction, excluding the value of the Shares beneficially held by Alliance Group and its affiliated companies, amounts to approximately SEK 7,813,451,060 (excluding the amount of any accrued dividends relating to the preference SDRs).

Information memorandum The Information Memorandum will be available by, and can be obtained/ordered free of charge from, Carnegie at their website, www.carnegie.se. The Information Memorandum will also be available at AOC’s website, www.allianceoilco.com.

3 For example, if the registration of the Amalgamation takes place on 11 December 2013, each Preference Share holder will be entitled to receive from the Company SEK 313 of principal amount per one Preference Share plus an accrued dividend of SEK 7.5 multiplied by 12/91, which represents the proportion of the number of days between 30 November 2013 and 11 December 2013 (inclusive) to the number of days between 30 November 2013 and 28 February 2014 (inclusive) (29 November 2013 and 28 February 2014 being the upcoming quarterly dividend record dates).

12Costs

Shareholders will not be charged for any brokerage fee or commission in conjunction with settlement of the Cash Consideration. However, Shareholders will be responsible for paying customary fees to custodians or intermediaries through whom such SDR interests are held.

Pre-amalgamation undertakings

The Implementation Agreement includes undertakings from AOC that it will, during the period from the date of announcement of the Transaction until the date of registration of the Amalgamation with the Registrar of Companies in Bermuda, carry on its business in the ordinary course of business and will not, other than as publicly announced at the date of announcement of the Transaction,

without the prior written consent of Alliance Group, take any of the following actions:

–  –  –

b) commit to merge, de-merge, amalgamate or enter into any corporate restructuring, liquidation, dissolution or any business combination transaction, or make any corporate acquisition or disposals or discontinue from Bermuda;

–  –  –

d) fail to comply in any material respect with any law or any of its regulatory obligations, including all filings in connection therewith, or include any information in such filings that is untrue, inaccurate or misleading in any material respect.

Conditions to the Transaction

The Transaction is subject to the following conditions:

that the Amalgamation is approved at the SGM as required under Bermuda law (namely, 1.

approval at the SGM by 75 per cent. of the votes cast at the SGM for which the required quorum is two (2) persons at least holding or representing by proxy more than one third of the issued Shares) (the “Approval”);

that all permits and approvals of the authorities that are necessary for the Amalgamation 2.

have been obtained on terms that are acceptable for AOC, Alford and Alliance Group, in the opinion of each respective Board of Directors;



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