JSC RusHydro 92XY Adoption of resolution on placement of securities

  JSC RusHydro (92XY) - Adoption of resolution on placement of securities

RNS Number : 6561R
JSC RusHydro
21 November 2012
 



           NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

 

November 21^st, 2012

 

    Announcement of material fact - adoption of resolution on placement of
                                  securities

 

Extraordinary General Meeting of Shareholders  (EGM) of RusHydro approved  the 
increase of the share capital of  RusHydro by means of issuance and  placement 
through open subscription of 110,000,000,000 additional ordinary shares with a
par value of 1 (One) ruble each.

 

Date of  EGM, at  which the  resolution on  securities offering  was  adopted: 
November 16, 2012 (the meeting is held in the form of an absentee voting).

 

Date of drawing up and number of the Minutes of the EGM, at which the
resolution on securities offering was adopted: November 19, 2012, Minutes
No. 9.

 

Full wording of the adopted resolution on securities offering:

Increase the share  capital of  the Company by  offering 110,000,000,000  (One 
hundred and ten billion) additional ordinary shares with par value of 1  (One) 
ruble for  a total  nominal  value of  110,000,000,000  (One hundred  and  ten 
billion) rubles;

- method of offering: public offering;

- the offering  price of  additional shares (including  that for  shareholders 
with pre-emptive right to purchase additional shares) - at a price  determined 
by the Board of Directors of the Company in accordance with Articles 36, 77 of
the Federal Law On Joint-Stock Companies;

- method of share payment: monetary assets, non-monetary assets;

- the list of property to be used to pay for shares of additional issue:

ordinary registered uncertified shares of the following joint-stock companies:

JSC Ust-Srednekanskaya HPP (OGRN 1074910002310);

JSC RAO East Energy Systems (OGRN 1087760000052);

JSC SEC (OGRN 1096501006030);

JSC Irkutsk Electricity Company (OGRN 1093850013762);

JSC Irkutskenergo (OGRN 1023801003313);

- the order of share payment: shares shall be paid at their placement in full;

- names  of  legal  entities  which have  concluded  a  labor  agreement  with 
appraisers employed to determine a market value of the property to be used  to 
pay for supplementary shares;

- Limited  Liability  Company  Nexia Pacioli  Consulting  (LLC  Nexia  Pacioli 
Consulting), OGRN: 1047796989679;

- Limited  Liability  Company  Institute  for  Enterprise  Issues  (LLC  IEI), 
OGRN:1027800561458;

-  Limited   Liability  Company   RASTAM-Otsenka  (LLC   RASTAM-Otsenka),OGRN: 
1057200929499;

- Closed Joint-Stock company BDO (CJSC BDO), OGRN: 1037739271701;

-   Closed   Joint-Stock   company   ENPI   Consult   (CJSC   ENPI   Consult), 
OGRN:1027700283566;

- Limited Liability Company STREMLENIE (LLC STREMLENIE), OGRN:1027739184307;

- Limited Liability Company AUDIT AND CONSULTING COMPANY TOP AUDIT (LLC  AUDIT 
AND CONSULTING COMPANY TOP AUDIT), OGRN:1027739441553;

- Limited  Liability  Company Institute  of  Property and  Financial  Activity 
Appraisal (LLC Appraisal Institute), OGRN: 1027000867750;

-   Closed   Joint-Stock   Company   Otechestvo   (CJSC   Otechestvo),   OGRN: 
1023402456626;

- Limited Liability Company Baker  Tilly Rusaudit (LLC Baker Tilly  Rusaudit), 
OGRN: 1037700117949;

- Closed  Joint-Stock  company  2K  Audit  -  Business  consulting  /  Morison 
International (CJSC 2K Audit -  Business consulting / Morison  International), 
OGRN: 1027700031028;

-   Closed   Joint-Stock   Company   Agency   Russpromotsenka   (CJSC   Agency 
Russpromotsenka), OGRN: 1027700409109;

- Limited Liability Company CO-INVEST (LLC CO-INVEST), OGRN: 1027700556047;

- Closed Joint-Stock Company Central Financial Appraisal Company (CJSC Central
Financial Appraisal Company), OGRN: 1037739245972;

- Limited Liability Company Accountants and Business Advisers (LLC FBK), OGRN:
1027700058286;

- Limited Liability Company Centre of Appraisal Management and Consulting (LLC
MOK-Center), OGRN: 1027739398290;

- Closed  Joint-Stock  Company HLB  Vneshaudit  (CJSC HLB  Vneshaudit),  OGRN: 
1027739314448;

-   Closed   Joint-Stock   Company    ABM   Partner   (CJSC   ABM    Partner), 
OGRN:1027700560491;

-    Limited    Liability    Company    FinExpertiza    (LLC    FinExpertiza), 
OGRN:1027739127734.

 

The fact  of  granting the  preemptive  right  to acquire  securities  to  the 
Issuer's shareholders (members) and/or to other persons and entities: Pursuant
to Articles 40, 41  of the Federal Law  on Joint-Stock Companies the  Issuer's 
shareholders,  the   holders  of  ordinary  shares  entitled  to  attend   the 
extraordinary General Shareholders'  Meeting of the  Company held on  November 
16, 2012 at which the Resolution  on increasing the authorised capital of  the 
Company was  adopted,  have  the  preemptive right  to  acquire  the  Issuer's 
additional shares  in  proportion to   the  amount of  the  Issuer's  ordinary 
shares  held by these persons or entities.

 

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.  There will be no public offer of the securities in the United States.

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.

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
IOEUAUNRUSAAURA -0- Nov/21/2012 07:00 GMT