printable version

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[1] 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.

[1] Shareholders’ record date (being the date of preparation of the list of shareholders entitled to participate in the general shareholders meeting that passed the resolution to increase the Company’s charter capital).

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. 
Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok