10 Dec 2012 18:04
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTOAUSTRALIA, CANADA OR JAPAN
Notice on approval of the price of placement of RusHydro's new ordinary shares
JSC RusHydro announces that the Company's Board of Directors held a meeting on December 10, 2012.
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The Board of Directors approved the price of placement of RusHydro's ordinary shares of additional issue (state registration number 1-01-55038-Å-041D of December 3, 2012) (including the price of the shares to be placed in accordance with pre-emptive right) at RUB 1 per share.
The number of shares of additional issue is 110 bn with par value of RUB 1 per share. The shares will be placed through an open subscription and can be paid in cash and non-cash assets. The non-cash assets that can be used as means of payment are the ordinary shares of the following companies:
·; JSC Ust'-Srednekanskaya HPP (OGRN 1074910002310);
·; JSC RAO Energy Systems of the East (OGRN 1087760000052);
·; JSC Sakhalin energy company (OGRN 1096501006030);
·; JSC Irkutsk electronetwork company (OGRN 1093850013762);
·; JSC Irkutskenergo (OGRN 1023801003313).
The commencement date of placement of additional shares is the date of publication of notice of pre-emptive rights for acquisition of shares in Rossiyskaya Gazeta according to the article 8.5 of the Resolution on the additional shares issue or the 15th (fifteenth) day from the date of publication of notice of state registration of the additional shares in case the notification on pre-emptive rights is published in Rossiyskaya Gazeta earlier than the 14th (fourteenth) day from the date of disclosure of the state registration notice.
The completion date for securities placement is the 30th day from the completion date of offers collection, but not later than 365 days from the date of the state registration of this additional shares issue.
The issuer shall disclose the information on the procedure of shares issue within the following timeframe from the date of publication of the state registration of additional shares issue:
- in the newswire (Interfax) - within 1 day;
- on the Company's website at: www.rushydro.ruand http://www.e-disclosure.ru/portal/company.aspx?id=8580 - within 2 days.
The increase of RusHydro's share capital was approved by the EGM on November 16, 2012.
The Resolution on additional share issue and the Securities Prospectus are available on the Company's website: http://www.eng.rushydro.ru/investors/stock-market/shares/
For more information:
JSC RusHydro, Investor Relations Department
Tel. +7 (495) 225-3232 ext. 1319, 1394, 1607
ir@rushydro.ru
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.