JSC RusHydro 92XY Material fact resolution on add issue

  JSC RusHydro (92XY) - Material fact resolution on add issue

RNS Number : 9655R
JSC RusHydro
26 November 2012




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



November 26^th, 2012



Announcement of material fact - approval of a resolution on additional release
                                of securities



Resolution on additional release of the issuer' securities is approved by  the 
Board of Directors of JSC RusHydro, the form of voting is an absentee voting.



Date and place  of holding the  meeting (session) of  the Issuer's  authorised 
management body, at which the  resolution on additional release of  securities 
was adopted: November 22,  2012 (closing date of  accepting the poll  sheets), 
postal address to where these poll  sheets were sent - 127006, Moscow,  Malaya 
Dmitrovka 7, JSC RusHydro.



Date of drawing up and number of the meeting (session) minutes of the Issuer's
authorised management body, at which  the resolution on additional release  of 
securities was adopted: November 23, 2012, Minutes No.166.



Class, category (type),  serial code  and other  identification attributes  of 
securities to be offered: registered ordinary uncertified shares.



Date of redemption (for issuer's bonds  and options): no bonds or options  are 
offered.



The number of offered securities and the nominal value (if this nominal  value 
is stipulated by the  legislation of the Russian  Federation) of each  offered 
security: 110,000,000,000 securities with nominal  value of 1 rouble per  each 
share.



Method of securities offering and if securities are offered by way of  private 
subscription as  well  as  a  circle  of  prospective  subscribers  for  these 
securities: public offering.



Offering price for securities or procedure for its determination:

The price at which supplementary shares are offered (including to persons  put 
on the list of persons having  the pre-emptive right to acquire  supplementary 
shares being offered) shall be determined by the Company's Board of  Directors 
in accordance  with  Articles  36,  77 of  the  Federal  Law  "On  Joint-Stock 
Companies" before the Offering Opening Date.

This offering price (procedure for price determination) shall be published  by 
the Issuer in  the news  line and on  the Internet  website. The  announcement 
about the offering price (procedure for its determination) shall be  published 
by the Issuer within the following time before the Offering Opening Date:

- in the  news line  (Interfax) -  within 1  day from  the date  on which  the 
offering price is determined pursuant to the resolution thereof, but not later
than the Offering Opening Date;

- on the Internet website:  www.rushydro.ru - within 2  days from the date  on 
which the offering price is determined pursuant to the resolution thereof, but
not later than the Offering Opening Date.

Period of offering the securities (opening and closing dates) or procedure for
its determination:

The opening of  offering the  Issuer's securities of  this additional  release 
(hereinafter  referred  to  as  the  Shares,  supplementary  shares,   offered 
securities, offered shares)  is the date  of posting the  announcement on  the 
pre-emptive right to acquire the Shares being offered in the Rossiskaya Gazeta
newspaper according to the procedure outlined  in clause 8.5 of Resolution  on 
additional release of securities. If  this announcement about the  pre-emptive 
right to acquire the Shares being  offered in the Rossiskaya Gazeta  newspaper 
is published before the 14^th day from the date of disclosing the  information 
on state registration of this additional  release of securities by the  Issuer 
then the opening date of offering the  securities is to be the 15^th day  from 
the date of  disclosing the  information on state  registration of  additional 
release of Shares by the Issuer by way of disclosing the essential fact report
on  "Information  about  the  procedure  for  releasing  the  Issuer's  equity 
securities".

The closing date of offering the securities shall be determined as follows:

The 30^th day from  the closing date of  Offers collection (this timeframe  of 
offers collection is specified in clause  8.3 of the Resolution on  additional 
release of securities) but not later  than 365 (three hundred and sixty  five) 
days from  the  date of  state  registration  of this  additional  release  of 
securities.

Other terms  and  conditions of  offering  the securities  determined  by  the 
resolution on their offering:



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.



A procedure for granting the preemptive right for acquisition of securities to
the  issuer's  participants  (shareholders)  and/or  to  other  persons   or 
entities:

Pursuant to Articles 40,  41 of the Federal  Law on Joint-Stock Companies  the 
shareholders of the Issuer, the holders of ordinary shares entitled to  attend 
the extraordinary  General  shareholders'  meeting  of  the  Company  held  on 
November 16,  2012 that  passed the  Resolution on  Increasing the  authorized 
capital of  the Company,  have  the preemptive  right to  purchase  additional 
shares of the Issuer pro rata the amount of ordinary shares of the Issuer held
by them.

The list of holders of the  pre-emptive rights to acquire of securities  being 
offered is prepared as of: October 11, 2012.

Offering a certain  number of  shares as  part of  exercising the  pre-emptive 
right to acquire  the shares  being offered (i.e.  when they  are acquired  by 
persons being  entitled to  exercise the  pre-emptive right  to acquire  these 
shares) is intended  to be  carried out,  in particular,  outside the  Russian 
Federation by means of offering appropriate foreign securities certifying  the 
rights relating to the shares in accordance with foreign laws.

Supplementary shares are offered to  the persons or entities exercising  their 
pre-emptive  right  to  acquire  supplementary  shares  accordance  with   the 
procedure specified in clause 8.5 of  the resolution on additional release  of 
securities.

In case, when the  prospectus is registered at  the Issuer's discretion -  the 
fact of  assuming  an obligation  by  the Issuer  to  disclose each  stage  of 
securities offering procedure:

In accordance with clause  2.1.3 of the Standards  for issuing securities  and 
registering the prospectus  (approved by  Order of  the FSFM  of Russia  dated 
25.01.2007 No.07-4/pz-n)  the state  registration  of the  issue  (additional 
release) of JSC RusHydro's  securities shall be carried  out jointly with  the 
prospectus registration as the  securities are being placed  by way of  public 
offering among  a circle  of  persons or  entities  whose number  exceeds  500 
(including the persons or entities having the pre-emptive right to acquire the
securities being offered).

The Issuer  shall be  responsible for  disclosing the  information after  each 
stage of the securities issue procedure.



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


STREAKFKAAAAFEF -0- Nov/26/2012 07:00 GMT
 
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