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
JSC RusHydro 92XY Material fact resolution on add issue
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