November 7 2011
RusHydro Placed 29.7% of Additional Share Issue Following the Execution of Pre-emptive Rights by Shareholders
JSC RusHydro (ticker
symbol: RTS, MICEX, LSE: HYDR;
OTCQX: RSHYY) announces the
preliminary results of the placement of additional share issue following the
execution of pre-emptive right to acquire newly issued shares by its
shareholders.
Overall, RusHydro placed 26,426,831,049 additional
shares, or 29.7% of the total volume of additional issue (89,000,000,000 shares
with a par value of RUR 1) to its shareholders, who had exercised their right
of pre-emptive acquisition.
Shareholders of RusHydro
as at May 23, 2011[1]
could participate in pre-emptive share acquisition from August 29 to October
28, 2011. During this period shareholders could submit their applications to buy
of additional shares pro rata their equity holding in the the Company and pay
for shares both with cash or non-cash assets (see below), whose cash value had
been previously approved by the Board of Directors. As a result of pre-emptive right
execution, shares of the following companies were acquired by RusHydro:
|
|
Number of ordinary and preferred
shares transferred to RusHydro, pcs
|
Share of
RusHydro before pre-emptive buyout, %
|
Share of
RusHydro after after pre-emptive buyout, %
|
|
RAO ES of East
|
29,886,902,719
|
0
|
69.3160[2]
|
|
Far Eastern Energy Company
|
178,714,322
|
0
|
1.0376
|
|
Sakhalin Energy Company
|
1,029,000
|
0
|
17.7723
|
|
Yakutskenergo
|
2,769,811,893
|
0
|
29.7951
|
|
Trest Hydromontazh
|
127,054,147
|
0
|
33.5429
|
|
Geotherm
|
6,300,000
|
79.8423
|
92.7972
|
|
Kolymaenergo
|
4,212,199,965
|
64.2746
|
98.7597
|
|
Ust-Srednekanskaya
HPP
|
5,642,166,600
|
3.64
|
35.3134
|
|
KamGEK
|
1,187,917,534
|
0
|
96.58
|
|
Pavlodolskaya HPP
|
380,900
|
0
|
100
|
|
Boguchanskaya HPP
|
181,520,990
|
x
|
2.8860
|
|
Zaramagskiye HPPs
|
77,000
|
95.4579
|
98.3467
|
|
Irkutskenergo
|
672,258
|
0
|
0.0141
|
The controlling shareholder of RusHydro - the
Russian Federation - also contributed the property of dams of Bratskaya, Ust'-Ilimskaya
and Irkutskaya hydropower plants located on the river Angara as payment for shares
of the additional issue:
-
right-bank dam of the Bratskaya HPP;
- left-bank dam of the Bratskaya HPP;
- dam of the Ust-Ilimskaya HPP;
- right-bank dam of the Irkutskaya HPP;
- left-bank dam of the Irkutskaya HPP.
The total amount of cash
assets contributed as payment for shares of additional issue comprised RUR 3.168
bln rubles, of which RUR 3.133 bln - funds from the
federal budget earmarked for completion of Gotsatlinskaya HPP included in
RusHydro's investment program.
Apart from the Russian Federation, more than one
hundred shareholders - corporates and individual persons, including holders of
depositary receipts for shares of RusHydro - exercised their pre-emptive rights.
The total value of the contributed assets amounted to RUR 43.613 bln.
Thus, the first stage of the placement is now complete.
As a result, RusHydro consolidated a number of energy assets and became the
controlling shareholder of the RAO ES of the East Group and the dominant player
in the power sector of the Far East of Russia. This acquisition is fully inline
with the development strategy of RusHydro to consolidate undervalued generating
assets in Russia to create additional shareholder value through realization of
synergies with existing generating, retail, engineering and R&D assets of RusHydro
Group. The strategy of RusHydro on development of the Far Eastern power sector
shall include substitution of economically inefficient thermal plants with
efficient low-cost generation, conclusion of bilateral power-purchasing agreements
with consumers both for existing capacities and generation assets under
construction, realization of opportunities of electricity export to neighboring
countries and carrying out of investment projects using instruments of private-public
partnerships and project financing.
The start of the second stage of placement - through
open subscription to shares - will be determined after completion of all the
procedures of the first stage.
On June 30, 2011, the AGM
of RusHydro passed a resolution to increase RusHydro's authorized capital by
issuing 89,000,000,000 additional ordinary shares with a par value of RUR 1
each. Monetary value of the property transferred to pay for additional shares
of RusHydro was determined by an independent appraiser- LLC Institute for
Enterprise Issues (the City of Saint Petersburg). In addition, JPMorgan and
Morgan Stanley presented their fairness opinions to the Board. The valuations as well as the offering price
of shares of in the amount of RUR 1.65 per share were approved by the Board of
Directors of RusHydro.
[1] Cut-off date for
participation in the AGM (held on June 30, 2011) that passed the resolution to
increase the Company's authorized share capital.
[2] The stake in RAO ES of
East is calculated based on the current number of its outstanding shares. RAO
ES of East is in the process of placement of new share issue through open
subscription to shares.
The information in this press release may contain
projections or other forward-looking statements regarding future events or the
future financial performance of RusHydro. You 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, rapid technological and market change in our industries, as well as
many other risks specifically related to RusHydro and its operations.
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