The Board of Directors of JSC RusHydro approves a transaction with JSC INTER RAO UES
On 27 February, 2009, the Board of Directors of JSC RusHydro approved conclusion of an agreement for trust management of rights related to shares in JSC OGK-1 between JSC RusHydro and JSC INTER RAO UES, being an interested party transaction, on the following terms and conditions:
The biggest shareholders in JSC OGK-1 are JSC FGC UES (40.14% of the total number of the placed shares) and JSC RusHydro (21.71% of the total number of the placed shares). Less significant blocks of share belong also to LLC Energy Index — FGC,. (2.94 %) and LLC Energy Index RusHydro. (0.98 %).
JSC OGK-1 is a non-core business subsidiary company of JSC FGC UES and JSC RusHydro, which is the reason why the mentioned companies are considering the possibilities of disposing, in the medium-term future, of their blocks of shares in JSC OGK-1 to a strategic investor for the purpose of financing their own investment programmes out of the proceeds from the sale.
In consideration of the experience of JSC INTER RAO UES in managing thermal generation assets, availability of relevant specialists and accumulated competence, as the optimum means for fulfilling the stated task and for resolving the question of financing the investment programme of JSC OGK-1, it is deemed advisable to consider the question of integrating the businesses of JSC INTER RAO UES and JSC OGK-1, including by transferring the blocks of shares in JSC OGK-1 belonging to JSC FGC UES and JSC RusHydro, as well as their subsidiary companies LLC Energy Index — FGC, and LLC Energy Index RusHydro,. respectively, into trust management by JSC INTER RAO UES.
Resolution of the Federal Anti-monopoly Service dated 21 January, 2009, No. AG/1562 satisfied the application submitted by JSC INTER RAO UES to acquire shares in JSC OGK-1 into trust management.
Shares / ADR