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The distribution of this communication and the offer of securities in some jurisdictions may be restricted by applicable laws. This communication does not constitute an offer of securities or an invitation to subscribe for or purchase any securities, as the case may be, in any jurisdiction where such offer or invitation would be unlawful.
Shares of JSC RusHydro have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold within the United States, absent registration or an exemption from registration.
This announcement is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, (i) Qualified Investors who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) Qualified Investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.
INFORMATION
from JSC RusHydro Management Board Member, Executive Director for Corporate Governance Oleg B. Oksuzyan for potential investors on the possibility of acquiring additional shares of JSC RusHydro via open subscription
On May 14, 2009, Russia’s Federal Financial Markets Service registered an additional issue of JSC RusHydro’s shares (totaling 16 billion shares) subject to placement via open subscription.
On July 2, 2009, JSC RusHydro completed the process of accepting applications from its shareholders for the acquisition of additional shares through the exercise of their pre-emptive rights. On July 7, 2009, the Company summarized the results of this exercise of shareholders’ pre-emptive rights. In total, 7,200,401,775 additional shares were placed with existing shareholders through the exercise of their pre-emptive rights.
On July 10, 2009, the Company published (on its corporate website, http://www.rushydro.ru and on the newswire (RNS and Interfax), an invitation to potential investors to bid to acquire additional shares via open subscription.
In addition, JSC RusHydro posted recommended forms (both for corporate entities and individuals) to use for the bid process on its website.
Offers will be accepted through August 10, 2009.
We would like to highlight the fact that any corporate entity or individual, either JSC RusHydro shareholder or not, may acquire additional shares through open subscription (as compared to the procedure for acquiring shares through the exercise of pre-emptive rights, which applied only to individuals and entities that were shareholders as of the cut-off date for participation in the Extraordinary General Shareholders Meeting (EGM), which passed the resolution to increase the Company’s charter capital).
Applicable Russian legislation and the terms of the Resolution on the additional issue of shares via open subscription do not stipulate any preferences for JSC RusHydro’s existing shareholders as compared to third parties.
Under the terms of the Resolution on the additional share issue, investors are required to either submit their bids in person or through an authorized representative to the Moscow office of JSC RusHydro. However, we would like to draw your attention to the fact that to simplify the procedure for submitting offers and to provide better convenience for investors (particularly foreign investors), JSC RusHydro will also receive and consider offers sent by post to the Company (through registered mail or by similar methods (such as, courier delivery, etc.)).
The mailing address for submitting offers is: 51 Arkhitektora Vlasova Street, Moscow, Russia 117393. The offer must be clearly marked with: "Offer for the acquisition of JSC RusHydro’s additional shares through open subscription."
For offers sent by post, it is advisable to simultaneously send a notice via e-mail to pushkarevvs@gidroogk.ru or bda@gidroogk.ru. If the sender has the technical possibility to do so, it is recommended to attach a scanned copy of the offer to the e-mail notice.
During the above-mentioned period, the Company will make decisions on approving offers received from potential investors. Under the terms of the Resolution on the additional issue of securities, JSC RusHydro will make all decisions on approving bids at its own discretion.
JSC RusHydro would also like to emphasize that priority in the process of considering offers and making approval decisions will be given based on the date that potential investors submit bids, allowing for the guaranteed receipt of money as payment for shares, and, correspondingly, to the order of submission (i.e. offers from investors that are submitted earlier will be approved as a matter of priority).
If a decision is made to approve a bid, JSC RusHydro will send a corresponding notice to the bidder. The bidder will then be required to pay for the respective amount of shares granted within 7 days of the date of receiving the notice. Within a timeframe of no more than 8 days from the moment that money reaches the settlement account of JSC RusHydro, the additional shares will be transferred either to the investor’s account in the register of JSC RusHydro’s shareholders or to the nominee holder’s custodial account (depending on the method indicated by the potential investor in his/her initial offer).
JSC RusHydro would also like to draw further attention to the fact that under applicable Russian legislation on the securities market, investors will be able to use the additional shares that they have acquired, after state registration of the report on the results of the securities issue. The report on the results of the additional securities issue is expected to receive state registration in late September 2009.
Operations with shares from the additional issue may be carried out on stock exchanges after the shares of the said additional issue are included in the respective stock exchanges’ quotation lists (approximately scheduled for late October 2009). The said issue of securities will be consolidated with the Company’s securities that are currently traded on stock exchanges with an expiry of 3 months from the date of the state registration of the report on the results of the securities issue.
Contact telephone numbers:
For issues related to opening personal/corporate accounts, securities transactions and general information: JSC Central Moscow Depositary (the official registrar for JSC RusHydro): 8 800 555 99 97, the call is TOLL-FREE in Russia.
For the terms of and procedure for the placement of JSC RusHydro’s securities: +7 (495) 225-3232, extension 1649 bda@gidroogk.ru (Dmitry Belyayev) or extension 1026 pushkarevvs@gidroogk.ru (Vadim Pushkarev).