2 Jul 2010 16:05
Invitation to Submit Offers on Acquisition of Shares of Additional Issue of the Open Joint Stock Company RusHydro (State Registration Number 1-01-55038-Е-038D dated 19.11.2009)
(hereinafter referred to as the "Invitation")
This information is invitation addressed to an unlimited audience to submit Offers on acquisition of shares of the Open Joint Stock Company RusHydro(hereinafter also referred to as JSC RusHydro, the Company, the Issuer), location: 51 Respubliki (Republic) Street, the city of Krasnoyarsk, the Krasnoyarsk Territory, the Russian Federation. The State Registration Number of the additional issue of shares, in relation to which this Invitation is applicable, is 1-01-55038-Е-038D dated 19.11.2009. This Invitation is published by the Issuer in accordance with the requirements of Clause 8.3. of the Resolution on the Additional Issue of Securities registered by the FSFM (Federal Service for Financial Markets) of Russia on 19.11.2009.
Procedure and terms of Offers submission:
Offers of shares acquisition (hereinafter referred to as the Offers) may be submitted to the Issuer not later than within 10 (ten) days from the date this Invitation is published in the newswire of Information Agency CJSC Interfax (hereinafter also referred to as the newswire of Interfax), and also placed on the website at: www.rushydro.ru in the Internet (this period is hereinafter referred to as the Offer Collection Period).
A prospective buyer of the securities subject to placement (hereinafter also referred to as the Buyer) may file an Offer daily from 10.00 to 17:00 (10:00 a.m. to 5:00 p.m.) Moscow time, except Saturday, Sunday and non-business holiday days at the address: JSC Central Moscow Depositary (the Issuer's Registrar), 34 Bolshaya Pochtovaya Street, block 8, Moscow, the Russian Federation, 105082;
- Sberbank of Russia (JSC) (the Broker), 19 Vavilova Street, Moscow, 117997, Russia
Each Offer shall indicate the following information (the recommended form of Offer for private individuals and corporate entities is placed on the website of the Issuer at: www.rushydro.ru in the Internet):
- the title: "An offer to acquire JSC RusHydro shares";
- the buyer's full business name /last name, name, patronymic;
- the buyer's taxpayer identification number (if available);
- the buyer's place of residence (place of business);
- for private individuals - passport data (the date and place of birth; passport series and No., the date of passport issuance, the issuing authority);
- for corporate entities - information on the registration of a corporate entity (including, for Russian corporate entities - information on the state registration of a corporate entity/ entry into the Single State Register of Corporate Entities (the date, the registration authority, the No. of the corresponding certificate);
- the consent of the person making an offer to acquire the shares subject to placement in the amount defined in the offer at the offering price set in a procedure determined by the Resolution on the Additional Issue of Securities;
- the quantity of the securities being acquired, which may be indicated by one of the following methods:
- the exact number of shares in numerical expression, which the Buyer undertakes to acquire;
- the minimum number of shares, which the Buyer undertakes to acquire. The minimum number indicates the offer of the Buyer having submitted the Offer, to acquire any quantity of shares intended for placement in the amount at least being equal to the indicated minimum number;
- the maximum number of shares, which the Buyer undertakes to purchase. The maximum number indicates the offer of the Buyer having submitted the Offer, to acquire any quantity of shares intended for placement in the amount not exceeding the indicated maximum number;
- the minimum and the maximum number of shares, which the Buyer undertakes to acquire. The minimum and the maximum numbers indicate the offer of the Buyer having submitted the Offer, to acquire any quantity of shares intended for placement in the amount at least being equal to the indicated minimum number and not exceeding the indicated maximum number;
- information on the method of payment for the shares subject to placement (cash or non-cash method) and, in the event that the shares are paid for with non-cash funds - the list and the characteristics of non-cash funds (property) (the list of non-cash funds, which may be used to pay for the shares is defined in Clause 8.6 of the Resolution on the Additional Issue of Securities) that are used to pay for the shares, namely:
- in the event that the shares subject to placement are paid for with movable property, the following shall be indicated:
the name of the asset, the presumed money valuation of the property in the Buyer's opinion, with an attached inventory document (inventory card) for the asset (if available);
- in the event that the shares subject to placement are paid for with immovable property, the following shall be indicated:
the name of the asset, the presumed money valuation of the property in the Buyer's opinion, with an attached extract from the Single State Register of the Rights to Real Estate and Real Estate Transactions on the titles to the asset, issued as of the date not earlier than 30 days before the date of making an Offer;
- in the event that the shares subject to placement are paid for with securities, the following shall be indicated: the type, category (class), form, par value, quantity, state registration No. of the securities issue, the name of the issuer of securities, the presumed money valuation of the securities in the Buyer's opinion;
- in the event that the shares subject to placement are paid for with property rights, the following shall be indicated: the name of the property right, the presumed money valuation of the property right in the Buyer's opinion, with an attached document identifying the property right and confirming its existence;
- in the event that the shares are paid for with non-cash funds, the following shall be indicated for each non-cash asset (object of civil law rights): the presumed money valuation of the corresponding non-cash assets in the Buyer's opinion, at which the Buyer undertakes to contribute non-cash funds as payment for the shares subject to placement in the event that the money valuation of the said non-cash funds as determined by the Issuer's Board of Directors corresponds to the money valuation of such assets indicated by the Buyer in the Offer. The Buyer may indicate the money valuation in numerical expression in Russian rubles by one of the following methods:
- the exact value, at which the Buyer undertakes to contribute non-cash funds as payment for shares;
- the minimum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The minimum value indicates the offer of the Buyer having submitted the Offer, to contribute non-cash funds as payment for the shares in accordance with the money valuation not less than the value indicated by the Buyer;
- the maximum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The maximum value indicates the offer of the Buyer having submitted the Offer, to contribute non-cash funds as payment for the shares in accordance with the money valuation not exceeding the value indicated by the Buyer;
- the minimum and the maximum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The minimum and the maximum value indicate the offer of the Buyer having submitted the Offer, to contribute non-cash funds as payment for the shares in accordance with any money valuation not less than the minimum value and not more than the maximum value indicated by the Buyer;
- in the event that the shares are paid for with non-cash funds, an Offer shall include the Buyer's statement that the Buyer undertakes (or the Buyer does not undertake) to pay for the securities with cash in the event that the money valuation of property (non-cash funds) as defined in a procedure set by the Issuer's Board of Directors fails to correspond to the money valuation indicated by the Buyer in the Offer;
- No. of the Buyer's personal account in the register of holders of the Issuer's registered securities, to which acquired shares will be transferred. If shares are required to be transferred to the nominee's account in the register of holders of the Issuer's registered securities - full business name of the depositary (hereinafter referred to as the First Level Depositary), data on the depositary's state registration (Principal State Registration Number, the name of the state registration body, the date of state registration and making an entry on the depositary in the Single State Register of Corporate Entities), No. of the Buyer's custody account, No. and date of the depositary agreement concluded between the depositary and the Buyer (in relation to securities subject to placement). If the Buyer's custody account is maintained by a nominee holder (in relation to the securities subject to placement), who, in turn, has a deposit account with the First Level Depositary, the Offer shall indicate the full business name of the said nominee holder, the data on the state registration of the said nominee holder (hereinafter referred to as the Second Level Depositary), (Principal State Registration Number, the name of the state registration body, the date of state registration and making an entry on the depositary in the Single State Register of Corporate Entities), No. of the Buyer's custody account, No. and date of the depositary agreement concluded between the depositary and the Buyer (in relation to securities subject to placement), full business name of the First Level Depositary, details of the inter-depositary agreement signed between the First Level Depositary and the Second Level Depositary (and so forth, this information is indicated down to the nominee holder, with whom the Buyer has a custody account (in relation to the securities subject to placement).
- the Buyer's bank details for money refund;
- contact data (postal address, fax with the indication of the international code, e-mail address) for the purposes of sending a reply on the Offer's acceptance.
An Offer shall be signed by the Buyer (or the Buyer's authorized person, with an attached original or notarized copy of a duly executed power of attorney or another document confirming the representative's powers) and, for corporate entities, shall have the imprint of a seal (if available).
The following shall also be attached to the Offer:
- for corporate entities - notarized copies of constituent documents and documents confirming the powers of the person authorized to act on behalf of the corporate entity without a power of attorney;
- in case of payment with non-cash funds - documents indicated above for the instances of payment for shares with non-cash funds.
- an Offer may be supported by financial guarantees ensuring the fulfillment of the bidder's obligation to pay for shares in the event that the bidder's offer is accepted by the Issuer.
- in the event that the bidder buys the amount of shares indicated in the Offer with the preliminary consent of the anti-monopoly authority in compliance with law, the bidder shall have a copy of the corresponding approval by the anti-monopoly body attached to the Offer.
- in the event that the bidder buys the amount of shares indicated in the Offer with the preliminary consent of the Buyer's competent management body (the board of directors, a general meeting of shareholders) in compliance with law, the bidder shall include in the Offer a copy of the corresponding decision on the approval of the transaction for the acquisition of securities subject to placement.
The Issuer shall deny the acceptance of an Offer, if the Offer fails to comply with the requirements of the legislation of the Russian Federation and (or) Resolution on the Additional Issue of Securities.
Offers submitted to the Issuer shall be registered by the Issuer in a special register of Offers (hereinafter referred to as the Issuer's register) on the day of their receipt. Offers submitted to the Broker shall be registered by the Broker in a special register of offers (hereinafter referred to as the Broker's register) on the day of their receipt.
Offers sent by prospective buyers on the acquisition of securities subject to placement shall be accepted by the Issuer at the Issuer's discretion.
Pursuant to data contained in the Issuer's and the Broker's registers, the Issuer or the Broker shall, on the Issuer's behalf and pursuant to the Issuer's written instruction, send a reply on the acceptance of Offer (acceptance) to the Buyers selected by the Issuer at the Issuer's discretion from among the bidders who have sent their Offers complying with the requirements set in Clause 8.3 of the Resolution on the Additional Issue of Securities. Such a reply shall indicate the amount of shares to be placed with the Buyer who has sent an Offer.
A reply on the acceptance of the Offer (acceptance) shall be handed over to the Buyer personally or to the Buyer's authorized representative, or shall be sent to the postal address and (or) fax number and (or) e-mail address indicated in the Offer, not later than 3 (three) days following the day the Issuer makes a decision on the Offer acceptance (hereinafter the Acceptance Distribution Period).
The Issuer may make a decision on the Offer acceptance not later than 22 (twenty-two) days from the expiry of the Offer Collection Period (hereinafter referred to as the Acceptance Term).
The Issuer shall have the right to make a decision on the Offer acceptance only in relation to the amount of additional shares which, at the moment of making a decision on the Offer acceptance, have not been placed and are not subject to placement with another or the same Buyer pursuant to an Offer earlier accepted by the Issuer.
An Agreement on the Acquisition of Shares shall be deemed as concluded at the moment the Buyer that has sent an Offer (the Buyer's authorized representative that has filed an Offer) receives a reply from the Issuer on the Offer acceptance.
In the process of concluding an Agreement on the Acquisition of Shares, the Parties may by their mutual consent, in compliance with Article 434 of the Civil Code of the Russian Federation, simultaneously prepare an agreement in the form of a single document, which shall be signed by the Parties, in the number of copies to be agreed by the Parties.
An Agreement on the Acquisition of Shares, under which shares subject to placement are paid for with immovable property, shall be signed in compliance with the requirements of civil law on real estate transactions.
To sign an Agreement on the Acquisition of Shares, the Buyer shall apply daily from 10:00 to 17:00 (10:00 a.m. to 5:00 p.m.) Moscow time, except Saturday, Sunday and non-working holiday days at the address: JSC RusHydro, 51 Architect Vlasov Street, Moscow, Russian Federation. The agreement shall be signed within the timeframe set by the Resolution on the Additional Issue of Securities for the Acceptance Term and the Acceptance Distribution Period.
Procedure of payment for the securities:
Price for placement of 1 (one) additional registered ordinary share of the Issuer is determined by the resolution of the Board of Directors of JSC RusHydro dated 30.11.2009 (Minutes dated 30.11.2009 No. 89 in the amount of 1 (one) ruble 15 (fifteen) copecks.
The securities acquired shall be fully paid for by the Buyer that receives a response from the Issuer on acceptance of the Offer (acceptance) within a period of 40 (forty) days from the date of Acceptance Distribution Period expiration.
The purchase of securities under this additional issue stipulates for two forms of payment: cash and non-cash.
If the securities are paid for in cash, the) Buyer shall transfer cash funds in the currency of the Russian Federation to the Issuer's settlement account, indicated in Clause 8.6 of the Resolution on the Additional Issue of Securities.
The payment for additional shares being placed can be made in one or several payment forms stipulated for in the Resolution on the Additional Issue of Securities, subject to compliance with the established payment procedure stipulated for each type of assets accepted as payment for additionally placed shares of the Issuer.
The obligation to pay for the shares subject to placement shall be deemed fulfilled from the date on which the funds are credited to the Issuer's settlement account and/or non-cash assets are transferred to the Issuer's ownership in the manner indicated below:
Bank account details for transferring funds as payment for the shares:
Account owner: Open Joint Stock Company RusHydro (TIN 2460066195)
Full name of the financial institution: Joint Stock Commercial Savings Bank of the Russian Federation (open joint stock company)
Abbreviated name of the financial institution: JSC Sberbank of Russia
Place of business of the financial institution: 19 Vavilova Street, Moscow, 117997, Russia
Settlement account No. 40702810400020107810
Correspondent account No. 30101810400000000225
BIC 044525225,
TIN of the bank 7707083893
Reason for payment (Purpose of payment): "Payment for the shares of JSC RusHydro in accordance with acceptance of JSC RusHydro dated ______ __, 2010 No.________, received in relation to Offer "Full name (Surname, Name, Patronymic) of the person having submitted the Offer" dated ______ __, 2010, outside the scope of VAT".
Non-cash method of payment is stipulated for.
A list of assets:
(1) Shares of the following joint stock companies:
OJSC Boguchanskaya HPP (Hydropower Plant) (PSRN 1022400828119);
JSC Geotherm (PSRN 1024101023429);
JSC Zaramagskie HPP (PSRN 1021500822001);
OJSC KamGEK (PSRN 1024101019469);
OJSC Kolymaenergo (PSRN 1024900959467);
OJSC Pavlodolskaya Hydropower Plant (PSRN 1041500751016);
OJSC Gidromontazh Group (PSRN 1027739318815);
OJSC Ust-Srednekanskaya HPP (PSRN 1074910002310);
(2) Movable and immovable assets used for the purpose of production, transfer, dispatching control, distribution and sale of electrical power, and those relating to the operation (construction included) of the hydroelectric power plants of the Cascade of HPPs (HPP-1, HPP-2 and HPP-3) on the Tolmachev River and the Apacha - MHPP 110 kV power line on the Tolmachev River (Kamchatka Territory), as well as property rights (including right of claim) relating to the said business.
In the event that the placed securities are paid for in non-cash funds, the Board of Directors of the Issuer shall, during the securities placement period and not later than 15 (fifteen) days from the expiry of the Offer Collection Period, in accordance with Article 77 of the Federal Law "On Joint Stock Companies", determine the monetary valuation of the property contributed in payment for the shares of this additional issue if an Agreement on the Acquisition of Shares is concluded. At the same time, the Board of Directors of the Issuer shall have the right not to consider the issue of determining the monetary valuation of the property contributed in payment for the placed securities in the event that the Issuer does not intend to accept the Buyer's Offer.
Within a maximum of 5 (five) days from the moment the Board of Directors passes a resolution, the Issuer shall notify the relevant Buyer of the amount of the monetary valuation of the property determined by the Board of Directors, by forwarding a letter to the postal address and (or) fax number and (or) email address indicated in the Offer. Such letter from the Issuer to the Buyer shall not constitute acceptance of the Offer.
In fulfillment of the Agreement on the Acquisition of Shares, the Buyer shall remit cash funds to the settlement account of the Issuer indicated in Clause 8.6. of the Resolution on the Additional Issue of Securities and, in the event of payment for the shares by non-cash funds, shall transfer property in payment for the shares in the manner stipulated for in Clause 8.6. of the Resolution on the Additional Issue of Securities.
The placed shares shall be paid for in full by the Buyer by the time determined by the Resolution on the Additional Issue of Securities and the Agreements on the Acquisition of Shares before credit entries are made in the personal accounts of the Buyers within the system for maintenance of the Issuer's shareholders' register (or of the nominal holder designated by the Buyer). At the same time, the credit entries in the personal accounts of the Buyers of the shares within the system for maintenance of the Issuer's shareholders' register (or of the nominal holder designated by the Buyer) may not be made earlier than the Placement Commencement Date or later than the Placement Completion Date for the additional shares.
In the event that, by the set deadline, the obligation to pay for the acquired shares has not been discharged or has been only partially discharged, the Issuer shall have the right to refuse to discharge the reciprocal obligation to hand over the shares to the Buyer.
In the event of partial discharge by the Buyer of the obligation to pay for the acquired shares, the Issuer shall have the right to discharge the reciprocal obligation to hand over shares to the Buyer in the amount paid for by the Buyer.
In the event of partial discharge by the Buyer of the obligation to pay for the acquired shares or complete refusal by the Issuer to discharge the reciprocal obligation to hand over the shares, if the Buyer has not made payment for the shares by the deadline mentioned above, the cash funds (non-cash funds) received in partial payment for the share or, correspondingly, all the cash funds (non-cash funds) paid (transferred) by the Buyer for the shares shall be subject to return to the Buyer by bank transfer (in accordance with the established procedure) within a maximum of 60 (sixty) days of the securities Placement Completion Date to the bank details indicated in the Offer (in accordance with the procedure established for return of non-cash funds to the owner). In the event that the non-cash funds consist of real estate, the Issuer shall return the real estate within a maximum of 90 (ninety) days of the Securities Placement Completion Date in accordance with the procedure established for cancellation of transactions with real estate.
The Issuer shall be entitled not to notify the Buyer of its refusal to discharge the reciprocal obligation to hand over the shares (all or those not paid for by the Buyer, respectively) but, at the Issuer's discretion, for the purpose of informing the Buyer, such a notification may be handed to the Buyer personally or through its authorized representative or be sent to the postal address and (or) the fax number and (or) the email address indicated in the Offer.
The Issuer's obligation to hand over the placed securities to the Buyer shall be deemed discharged from the time the credit entry is made in the personal account of the Buyer or the nominal holder designated by the Buyer of the corresponding number of placed securities.
Amendment and/or cancellation of agreements concluded on placement of shares shall be carried out on the grounds and in accordance with the procedure stipulated for by Chapter 29 of the Civil Code of the Russian Federation.
Payment for the shares subject to placement may be effected using one or several methods of payment stipulated for by the Resolution on the Additional Issue of Securities, subject to compliance with the established payment procedure stipulated for each type of assets accepted as payment for additionally placed shares of the Issuer.
The obligation to pay for the shares being placed shall be deemed fulfilled from the date on which the funds are credited to the Issuer's settlement account and/or non-cash assets are transferred to the Issuer's ownership in the manner indicated below.
In case the shares are paid for in non-cash form and the value of assets transferred as payment for additional shares exceeds the overall value of the additional shares, which the Buyer has declared to acquire, the Issuer shall return the difference between the value of assets contributed as payment for additional shares and the value of additional shares, which the Buyer has declared to buy. The said difference shall be returned to the Buyer of Shares in the cash form in the rubles of the Russian Federation by crediting them to the bank account, the details of which are indicated in the Offer, and if such details are not specified in the Offer, the bank details indicated in the Buyer's claim for the return of funds.
In case the shares are paid for in non-cash form and the value of assets transferred as payment for additional shares is less than the overall value of the additional shares, which the Buyer has declared to acquire, the Buyer shall pay in cash the difference between the value of the additional shares, the Buyer has declared to acquire, and the value of assets contributed as payment for them in the rubles of the Russian Federation. If the Buyer does not pay the additional sum of the said difference within the period specified for additional shares payment, the Issuer renounces to satisfy the counter-obligation to transfer shares that have not been paid for by the Buyer, and to perform the relevant Share Purchase Agreement in relation to the shares which have not been paid for by the person who is buying those shares. This agreement shall be deemed amended form the date of making an entry in the personal account of the Buyer (personal account of a nominee holder, indicated by the Buyer in the Offer) about crediting the paid-up number of shares.
Payment for the shares subject to placement in non-cash funds shall be made as follows:
- if the shares subject to placement are paid for with movable assets - by the Issuer and the Buyer's signing an Assets Acceptance Deed. In this case the date of signing the said Acceptance Deed is deemed to be the date of payment for additional issue shares subject to placement;
- if the shares subject to placement are paid for with immovable assets, by the Issuer and the Buyer's signing an Agreement and an Immovable Assets Acceptance Deed, executed in compliance with the requirements of laws on state registration of titles to immovable assets and transactions therewith and procedures of state registration of titles to immovable property. In this case the date of state registration of the transfer to the Issuer of the title to immovable property is deemed to be the date of payment for shares subject to placement;
- if the shares are paid for with securities, by securities transfer in accordance with the procedure stipulated for by the law. In this case the date of securities crediting to the Issuer's personal account (the Issuer's custody account held with a nominee holder) in the securities issuer register shall be deemed the date of payment for the shares subject to placement.
- if the shares subject to placement are paid for with property rights, by the Issuer and the Buyer's signing a document confirming the assignment of such rights (transfer of the relevant rights to the Issuer) as stipulated for by the law. In this case the date of signing of the said assignment document or the date of state registration of the relevant rights transfer to the Issuer, provided such registration is stipulated for by the law, shall be deemed to be the date of payment for the shares subject to placement.
IMPORTANT ADDITIONAL INFORMATION:
1. The comprehensive legal information on terms of securities placement, in relation to which this Invitation is made, is presented in the Resolution on the Additional Issue of Securities and the Securities Prospectus (including that on the Issuer's web-site www.rushydro.ru in the Internet).
2. The Buyer may submit the Offer at its discretion to the Issuer's Registrar or to the Broker. The submission of the Offer to the address of the Issuer's Registrar and the submission of the Offer to the address of the Buyer shall cause equal legal consequences. The Buyer may submit the Offer personally, by post or by a courier service.
3. The last day of the Offer Collection Period is 12.07.2010 (inclusively).
4. The Issuer may take the decision on satisfaction or dissatisfaction of any Offer received by the Issuer at its discretion. The Issuer shall not be liable to hold any negotiations with the Buyer. The Issuer shall not disclose information on the procedure of work with the received Offers and the results of their consideration. The Issuer shall not inform the Buyer of dissatisfaction of the Offer.
5. The last date of the Acceptance Period is 03.08.2010 (inclusively). The last date of the Acceptance Distribution Period is 06.08.2010 (inclusively). If a document on acceptance of the Offer (acceptance) is not received till 06.08.2010 (inclusively), that shall mean that the Offer was not accepted by the Issuer, and the Agreement on the Acquisition of Shares shall not be deemed concluded. The document on acceptance of the Offer received by the Buyer after 06.08.2010 shall not be acceptance of the Offer.
6. The moment of payment of shares shall be determined in accordance with Clauses 8.3. and 8.6. of the Resolution on the Additional Issue of Securities. The last date for payment for the shares for the Buyers which received the Issuer's response on acceptance of the Offer (acceptance) shall be 15.09.2010 (inclusively) (this date does not depend on the date of the acceptance receipt by the Buyer). In case of absence of payment for the securities within 40 (forty) days from the date of the end of the Acceptance Distribution Period and subject to receipt by the Buyer of the Issuer's response on acceptance of the Offer, the Issuer shall cancel the Agreement unilaterally and refuse from crediting the shares without additional notification of the Buyer and without the obligation of the Issuer to hold any negotiations with the Buyer.
7. If a potential buyer of the securities does not have a personal account in the Issuer's register of shareholders (a nominal holder does not have a deposit account capable of accepting the Issuer's shares deposited for the benefit of the Buyer), a potential buyer shall, within the Offer Collection Period (till the moment of submission of the Offer), ensure opening of the specified personal account or the deposit account. If the Offer does not contain information on the specified personal account or the deposit account, the Issuer will not be able to conclude the Agreement on the Acquisition of Shares and credit the shares to the Buyer on the basis of such agreement.
8. Please note that in accordance with Clause 5 Article 44 of the Federal Law "On Joint Stock Companies" a person registered in the Company Shareholders Register shall timely inform the holder of the Company Shareholders Register of the change in details thereof (Surname, Name, Patronymic, passport data, the year and date of birth, place of residence (registration), specimen of signature of the registered securities owner, other data stipulated for by Clause 3.4.1. of the Provision on Keeping the Register of Registered Securities Owners (approved by Decree of the FCSM (Federal Commission for the Securities Market) of the RF dated October 2, 1997 No. 27). If the details of the shareholder have been changed, or in the Register there is no questionnaire of the registered person, or the Registrar has no set of documents of the corporate entity, such shareholder shall submit information on the change in details thereof and (or) the missing documents to the JSC Central Moscow Depositary (or one of the branches of the JSC Central Moscow Depositary) in accordance with the procedure stipulated for by the applicable normative acts.
9. For Offers that will be accepted by the Issuer, provided that the potential buyers duly pay for the securities, the Issuer will effect placement of the securities not later than 21.09.2010. The term of transferring of the securities to the ownership of the persons being the depositors of the nominee holders of the Issuer's shares shall be determined by the agreements of such persons with the relevant nominee holders.
10. Alienation of shares on the non-exchange market will be possible after state registration of the report on the results of the additional issue of securities (approximately - the end of October, 2010, and probably earlier - in case of placement of all the securities of the issue before 21.09.2010), alienation of shares at the exchange will be possible after conducting the listing procedure (approximately - December of 2010, and probably earlier - in case of placement of all the securities of the issue before 21.09.2010) or joining of this issue with the issue of the Issuer's securities the circulation of which is carried out at the exchange at the moment of publishing of this Invitation (annulment of the individual code of the issue is performed within 14 days after the expiration of 3 months as of the date of state registration of the report on the results of the additional issue of securities). Listing of the securities in relation to which this Invitation is made shall not be an absolute obligation of the Issuer and (or) organizer of trading on securities market (exchange). In case for any reasons the listing of the additional issue of shares in relation to which this Invitation is made fails to be performed, the exchange transactions with the shares of this additional issue will be possible after joining of issues of the securities in accordance with the procedure specified above in this Clause.
Information concerning placement of the securities of JSC RusHydro in accordance with this Invitation is provided only when calling the following numbers:
Matters of opening personal accounts, transactions with securities, general information: JSC Central Moscow Depositary (the Registrar of JSC RusHydro): 8 800 555 99 97, calls throughout Russia are FREE.
Matters of terms and procedure of JSC RusHydro securities placement: +7 (495) 225-32-32, ext. 16-49 bda@gidroogk.ru (Dmitry Belyaev) or 10-26 PushkarevVS@gidroogk.ru (Vadim Pushkarev).