Invitation to make offers to acquire Open Joint-Stock Company RusHydro shares of the additional issue (hereinafter referred to as "the Invitation")
This communication is an invitation addressed to an unlimited range of persons to make offers to acquire shares in Open Joint-Stock Company RusHydro (hereinafter also referred to as JSC RusHydro, the Company and the Issuer), location: 51,
Procedure and conditions for offer submission:
Offers to acquire shares (hereinafter referred to as the Offers) may be submitted to the Issuer within a period of 30 (thirty) days beginning from the publication date of this Invitation on the АК&M or Interfax newswires, as well as on the www.rushydro.ru website (hereinafter the given period is referred to as the Offer collection period).
The potential acquirer may submit an Offer to acquire shares to the Issuer during the working week from hours to hours Moscow Time at the following address:
Each Offer should contain the following information (the recommended format for an Offer from individuals and legal entities has been posted on the issuer’s website at www.rushydro.ru ):
- the precise number of shares in figures that the person undertakes to acquire;
- the minimum number of shares that the person undertakes to acquire. This minimum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity at least equal to the minimum quantity indicated;
- the maximum number of shares that the person undertakes to acquire. This maximum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity not exceeding the maximum quantity indicated;
-minimum and maximum quantity of shares that the person undertakes to acquire. These minimum and maximum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity not less than the minimum number indicated and not exceeding the maximum number indicated;
The Offer shall be signed by the potential acquirer (or person authorised thereby, with the original or notarised copy of the duly formalised power of attorney or other document confirming the representative’s authority) and, for legal entities, contain an imprint of its seal (if applicable).
If, in accordance with the requirements of the law, the person submitting the Offer requires the prior consent of the anti-monopoly authorities to purchase the number of shares indicated in the Offer, the person submitting the Offer shall attach a copy of the relevant consent on the part of the anti-monopoly authorities to the Offer.
The Issuer will refuse to accept an Offer if the Offer does not meet the requirements envisaged by the legislation of the
Submitted Offers are subject to registration by the Issuer in a special ledger for recording proposals received (hereinafter referred to as the Ledger) on the day of their receipt.
The Issuer will forward an answer on acceptance of the proposal to the persons determined by the Issuer on the basis of analysis of the Ledger, at its own discretion, from among those who submitted Offers as meeting the requirements established in clause 8.3. of the Resolution on the additional securities issue. This answer shall contain the number of shares placed with the person submitting the Offer. The answer on acceptance of the proposal shall be handed to the acquirer personally or via its authorised representatives, or shall be forwarded by fax to the address indicated in the Offer not later than the first working day following that on which the Issuer takes the decision to accept the Offer. The decision to accept a proposal may be taken by the Issuer no later than the last day of the Offer collection period.
An agreement on acquisition of the shares shall be deemed concluded from the time the person submitting the Offer is handed the reply from the Issuer on acceptance of its proposal.
Offers to acquire additional shares in JSC RusHydro submitted by potential acquirers of shares in JSC RusHydro are accepted by JSC RusHydro at its own discretion.
Acquired shares shall be paid for in full by acquirers that receive an answer from the Issuer on acceptance of their proposals within a period of 7 (seven) days of receiving the answer from the Issuer on acceptance of the proposal.
The obligation to pay for the placed shares shall be considered discharged from the time the monetary funds are credited to the issuer’s account indicated in the Resolution on the additional securities issue.
In the even that the obligation to pay for the acquired shares is not discharged or is not discharged in full by the deadline indicated, the Issuer shall have the right to withdraw from the reciprocal obligation to transfer the shares to the potential acquirer.
In the event of partial discharge by the potential acquirer of its obligation to pay for the acquired Shares, the Issuer shall have the right to fulfil its reciprocal obligation to transfer shares to the potential acquirer in the quantity paid for by the potential acquirer.
In the event of partial discharge by the potential acquirer of its obligation to pay for the acquired Shares or total refusal by the Issuer to discharge its reciprocal obligation to hand over the shares, the monetary funds received as partial fulfilment of the obligation to pay for the shares or, respectively, all the monetary funds paid by the potential acquirer for the shares shall be subject to return to the potential acquirer by bank transfer within a maximum of 30 (thirty) business days of the Placement closure date according to the bank details indicated in the Offer.
In the above-mentioned cases, the notification of refusal by the Issuer to fulfil its reciprocal obligation to transfer the shares (all or those not paid for by the potential acquirer) shall be handed to the potential acquirer personally or via its authorised representative or shall be forwarded by fax to the number indicated in the Offer on the date on which the Issuer takes the decision not to fulfil its reciprocal obligation.
Share payment procedure:
The placement price of 1 (one) additional ordinary registered share of the Issuer is 1 (one) rouble.
Payment for acquisition of securities of the issue is envisaged in the form of monetary funds in roubles of the
Payment for the shares in monetary funds shall be effected by means of their remittance to the settlement account of the Issuer.
The bank details of the accounts for remittance of the monetary funds paid for the Shares (an example of how to complete the payment instruction is provided on the Issuer’s website at www.rushydro.ru )
IMPORTANT ADDITIONAL INFORMATION:
Contact telephone numbers:
On opening personal accounts, operations with securities, general information: JSC CMD (registrar of JSC RusHydro): 8 800 555 99 97, calls within
On the conditions and procedure for placement of the JSC RusHydro securities: (495) 122-05-55, ext. 16-49 (Dmitriy Belyaev) or 10-26 (Vadim Pushkarev).
Shares / ADR