RusHydro placed 60.9% of additional share issue following the
execution of pre-emptive rights by
shareholders
JSC RusHydro announces the results of
execution of pre-emptive right to acquire Company’s shares of
additional issue (state registration number 1-01-55038-Е-041D of
December 3, 2012) by eligible shareholders.
During the pre-emptive right period
RusHydro placed 66,995,185,198 additional shares at RUR 1 per share
which comprises 60.9% of the total volume of additional share
issuance (110,000,000,000 shares with a par value of RUR
1).
RusHydro’s shareholders as at October 11,
2012 could exercise the
pre-emptive right from December 19, 2012 to February 26, 2013.
During this period RusHydro’s shareholders could submit
applications to acquire the additional shares pro rata their
shareholding in RusHydro’s charter capital and pay for the shares
both in cash or ordinary shares of the companies included in the
list approved by the extraordinary general meeting of shareholders,
based on the valuation of these shares approved by the Board of
Directors of RusHydro on January 29, 2013.
As a result of pre-emptive right execution RusHydro,
together with the shares owned by the companies of the Group,
obtained stakes of the following companies:
Company
|
Number of shares contributed by other
shareholders
|
Number of shares contributed by the Russian
Federation
|
RusHydro’s holding (incl. ownership of companies of
the Group) before change
|
RusHydro’s holding (incl. ownership of companies of
the Group) after change
|
RAO ES of the East
|
2 670 948 094
|
1 492 472 400
|
67.553026%
|
76.716699%
|
Sakhalin energy company
|
-
|
2 478 568
|
20.092513%
|
44.636948%
|
Ust’-Srednekanskaya HPP
|
-
|
2 649 171 000
|
85.1699%
|
100%
|
Irkutsk electronetwork company
|
7 419 823
|
1 973 711 982
|
0%
|
42.528664%
|
Apart from the Russian Federation, more than sixty
shareholders, legal entities and individuals, including holders of
RusHydro’s depositary receipts, exercised their pre-emptive rights.
The total amount of funds contributed to the Company’s charter
capital as a result of exercise of pre-emptive right amounted to
RUR 50,022 bln, including RUR 50 bln received from the federal
budget of the Russian Federation to finance the construction of the
heat power facilities in the Far East in compliance with the
President’s decree no. 1564 of November 22, 2012.
The total value of assets and funds contributed to the
Company’s charter capital as a result of exercise of pre-emptive
right amounted to RUR 66,995 bln.
The increase of RusHydro’s charter capital by issuance
and placement through open subscription of 110 bn additional
ordinary shares with a par value of RUR 1 was approved by the EGM
on November 16, 2012.
About RusHydro:
RusHydro Group is one of Russia’s largest generating
companies. RusHydro is the leading producer of renewable energy in
Russia with over 70 generating facilities in Russia and abroad. The
company also manages a number of R&D, engineering and
electricity retail companies. Group’s thermal assets are operated
by subsidiary – RAO Energy System of East in the Far East of
Russia. Total electricity generation capacity of the Group is 36.5
GW, heat capacity – 16.2 thousand GCal/h.
Russian Federation owns 65.9% in RusHydro, the rest is held by other
institutional and individual shareholders (over 360,000). The
company’s stock is traded on the MICEX and RTS stock exchanges, and
included in MSCI EM и MSCI Russia indexes. Company’s GDRs in the
IOB section of LSE, ADRs – in OTCQX.
For more information:
JSC RusHydro, Investor Relations
Department
Tel. +7 (495)
225-3232
ext. 1319, 1394, 1607
ir@rushydro.ru
DISCLAIMER
This announcement does not contain or constitute an
offer of, or the solicitation of an offer to buy or subscribe for,
securities to any person in the United States, Australia, Canada or
Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The securities referred to herein may not
be offered or sold in the United States absent registration under
the US Securities Act of 1933, as amended (the “Securities Act”) or
another exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada
or Japan. The offer
and sale of the securities referred to herein has not been and will
not be registered under the Securities Act or under the applicable
securities laws of Australia, Canada or Japan.
This announcement does not contain or constitute an
invitation, inducement or solicitation to invest. This announcement
is directed only at and is for distribution only to persons who (i)
are outside the United Kingdom, (ii) are “investment professionals”
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
“Order”), (iii) are persons falling within Article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations etc.”) of
the Order or (iv) are other persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
the Financial Services and Markets Act 2000) in connection with the
issue or sale of any shares may otherwise lawfully be communicated
or caused to be communicated (all such persons in (i), (ii), (iii)
and (iv) together being referred to as “Relevant Persons”). This
announcement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In the European Economic Area (“EEA”), This
announcement is only directed at persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ("Qualified Investors"). This
announcement must not be acted upon in any member state of the EEA
by persons who are not Qualified Investors.
The information in this press release may contain
projections or other forward-looking statements regarding future
events or the future financial performance of RusHydro. One can
identify forward-looking statements by terms such as "expect,"
"believe," "anticipate," "estimate," "intend," "will," "could,"
"may" or "might," the negative of such terms or other similar
expressions. We wish to caution you that these statements are only
predictions and that actual events or results may differ materially
from these statements.
We do not intend to update these statements to reflect
events and circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events. Many factors could
cause the actual results to differ materially from those contained
in our projections or forward-looking statements, including, among
others, general economic conditions, our competitive environment,
risks associated with operating in Russia and rapid technological
and market changes in our industries, as well as many other risks
specifically related to RusHydro and its
operations.
Notice to US Investors
JSC “RusHydro’s” offering of pre-emptive rights to
acquire new shares and depositary receipts is made for the
securities of a company organized in the Russian Federation.
Accordingly, the offering is subject to the disclosure requirements
and practices applicable in Russia, which are different from those
of the United States. Certain financial information included in
this document, if any, has been prepared in accordance with
accounting principles applicable in Russia, and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United
States.
It may be difficult for investors to enforce their
rights and any claim they may have arising under the federal
securities laws. JSC “RusHydro” is a Russian company, and some or
all of its officers and directors are residents of countries other
than the United States. Investors may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of the US securities laws. it may be difficult to compel
a non-US company and its affiliates to subject themselves to a US
court’s judgment.
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