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Invitation to make bids (offers) for the acquisition of additional shares of Open Joint-Stock Company RusHydro

This notice is an invitation to an indefinite group of persons to make bids (offers) to acquire the shares of Open Joint-Stock Company RusHydro (hereinafter also JSC RusHydro, the Company, the Issuer), with its place of business at: 51 Respubliki St., Krasnoyarsk, Krasnoyarsk Territory, Russian Federation. The state registration No. of the additional share issue, which is the subject of this Invitation, is: 1-01-55038-Е-036D of December 2, 2008.

The procedure and terms of making offers:

Offers for the acquisition of shares may be submitted to the Issuer beginning from the date the Invitation is published in the newswire of AK&M or Interfax, and also posted on the website at: http://www.rushydro.ru and no later than February 5, 2009 (hereinafter this period is referred to as the Offer Collection Period).

Prospective buyers may submit offers for share acquisition to the Issuer on business days from 10:00 a.m. to 5:00 p.m. Moscow time at the following address: 51 Arkhitektora Vlasova St., Moscow, 117393, Russian Federation personally or through their authorized representatives with duly notarized powers of attorney or other documents confirming their powers.

Each offer must include the following information:

  • the headline: "Offer for the Acquisition of JSC RusHydro shares";
  • the prospective buyer’s full business name (last name, name, patronymic);
  • the prospective buyer’s taxpayer identification No. (if available);
  • the prospective buyer’s place of residence (place of business);
  • for individuals — the passport data (the date and place of birth; passport series and No.; the date of issue and the issuing authority);
  • for legal entities — information on incorporation (including for Russian legal entities — information on the state registration of the legal entity/on making an entry in the Unified State Register of Legal Entities (the date, the registration authority, the No. of the corresponding certificate);
  • the prospective buyer’s consent to acquire share placements in an amount indicated in the offer, at the offering price set in the Resolution on the additional issue of securities;
  • the number of shares to be acquired. The said number of share purchases can be expressed by one of the following methods:

- the exact number of shares (in numerical expression), which the person undertakes to acquire;

- the minimum number of shares, which the person undertakes to acquire. The indication of the minimum number implies the prospective buyer’s offer to acquire any number of share placements in an amount at least equalling the indicated minimum number;

- the maximum number of shares, which the person undertakes to acquire. The indication of the maximum number implies the prospective buyer’s offer to acquire any number of share placements in an amount not exceeding the indicated maximum number;

- the minimum and maximum number of shares, which the person undertakes to acquire. The indication of the minimum and maximum number implies the prospective buyer’s offer to acquire any number of share placements in an amount at least equalling the indicated minimum number and not exceeding the indicated maximum number;

- the number of shares equalling the difference between the exact number of shares indicated in the offer and the total number of shares acquired by the Issuer’s shareholders through the exercise of their preemptive rights. Should this difference produce a fraction, the fractional part of the number will be discarded (ignored by the Issuer);

  • the No. of the personal/corporate account in the register of holders of the Issuer’s registered securities to accumulate share placements. If shares are intended to be credited to the nominal account in the register of holders of the Issuer’s registered securities — the full business name of the depositary, data on the depositary’s state registration (principal state registration No., the state registration authority, the date of state registration and the date of entering the depositary in the Unified State Register of Legal Entities), the No. of the prospective buyer’s custody account, the No. and the date of the depositary agreement concluded between the depositary and the prospective buyer (in relation to shares);
  • the prospective buyer’s bank details for the purposes of a refund;
  • contact data (postal address and fax with the indication of the international code) for the purpose of sending a reply about the offer acceptance.

An offer must be signed by the prospective buyer (or the prospective buyer’s authorized person with the attached original or notarized copy of a duly executed power of attorney or another document confirming the representative’s powers) and for legal entities must include the impression of a seal (if available).

If the law requires from the prospective buyer to purchase the number of shares indicated in the offer with the preliminary consent of the anti-monopoly body, the prospective buyer must attach a copy of the regulator’s corresponding approval to the offer.

The Issuer will refuse to accept the offer, if it fails to meet the requirements stipulated by Russian Federation law and the Resolution on the additional issue of securities.

The Issuer will register offers, which are submitted, in a special register of offers (hereinafter the Register) on the day of their receipt.

After the expiry of the Offer Collection Period, the Issuer will send, pursuant to the analysis of the Register, replies to persons selected by the Issuer at the Issuer’s discretion from among bidders on the acceptance of offers complying with the requirements set by clause 8.3 of the Resolution on the additional issue of securities. Such a reply must indicate the number of shares to be placed with the person who has sent an offer. A reply on the offer acceptance is delivered to the prospective buyer personally or through the prospective buyer’s authorized representative or is sent by fax indicated in the offer, no later than the first business day following the date the Issuer makes a decision on the offer acceptance. A decision on the offer acceptance may be made by the Issuer no later than February 5, 2009.

A contract on the purchase of shares is considered as concluded at the moment the prospective buyer that has submitted an offer receives a reply from the Issuer about the offer acceptance.

Offers sent by prospective buyers for the acquisition of JSC RusHydro additional shares are accepted by RusHydro at its discretion. RusHydro has the right to accept offers received from prospective buyers of JSC RusHydro additional shares that fall within the total number of additional shares subject to placement, in an amount sufficient for JSC RusHydro to raise cash not exceeding 6,000,000,000 (six billion) roubles. JSC RusHydro has the right to reject other offers from the prospective buyers of JSC RusHydro additional shares that fall within the total number of JSC RusHydro additional shares subject to placement but entail cash-raising above the sum indicated in this clause.

The buyers that have received a reply from the Issuer about the acceptance of their offers for the purchase of shares must pay for the shares in full within 7 (seven) days from the date of receiving the Issuer’s reply about the offer acceptance.

The obligation to pay for share placements is deemed discharged at the moment money is entered into the Issuer’s account indicated in the Resolution on the additional issue of securities.

In the event of partial or complete default on the obligation to pay for the shares within the specified term, the Issuer has the right to waive a reciprocal obligation to transfer shares to prospective buyers.

In the event that a prospective buyer fulfils partially its obligation to pay for the shares, the Issuer has the right to fulfil its reciprocal obligation to transfer the shares to the prospective buyer in an amount paid for by the prospective buyer.

In the event that a prospective buyer fulfils partially its obligation to pay for the shares or the Issuer completely refuses to fulfil a reciprocal obligation for the transfer of shares, the money received as partial fulfilment of the obligation to pay for the shares or, correspondingly, all the money paid by a prospective buyer for the shares will be refunded to the prospective buyer via a bank transfer no later than 15 (fifteen) business days from the Expiry Date for the placement of shares in accordance with the bank details indicated in the offer.

In the above-mentioned cases, a notice of the Issuer’s refusal to fulfil its reciprocal obligation to transfer the shares (all shares or the shares unpaid for by the prospective buyer) is delivered to the prospective buyer personally or through the prospective buyer’s authorized representative or is sent by fax indicated in the offer, on the date the Issuer makes a decision on refusing to fulfil its reciprocal obligation.

Procedure for the payment of Shares:

The offering price of 1 (one) additional ordinary registered share of the Issuer, including for persons on the list of persons having the preemptive right to acquire the Issuer’s additional ordinary registered shares, is 1 (one) rouble. The said offering price was determined in accordance with articles 36, 77 of the Federal Law on Joint-Stock Companies by resolution of the Issuer’s Board of Directors dated November 18, 2008, Minutes No. 67 of November 20, 2008.

Additional shares are purchased with cash. Prospective buyers pay for additional share placements in full. No payment postponements are allowed.

Buyers pay for shares by transferring money to the Issuer’s settlement account.

Bank details of the accounts to accumulate money credited as payment for shares:

The account holder: Open Joint-Stock Company RusHydro

The credit institution’s full business name: VTB Bank (open joint-stock company)

The credit institution’s abbreviated name: JSC VTB Bank

The credit institution’s place of business: 29 Bolshaya Morskaya St., St. Petersburg, 190000

Settlement account: 40702810700030003502

Correspondent account: 30101810700000000187

BIC: 044525187

TIN: 7702070139

The account holder: Open Joint-Stock Company RusHydro

The credit institution’s full business name: Joint-Stock Commercial Savings Bank of the Russian Federation (open joint-stock company)

The credit institution’s abbreviated name: JSC Sberbank of Russia

The credit institution’s place of business: 19 Vavilova St., Moscow, 117997, Russia

Settlement account: 40702810400020107810

Correspondent account: 30101810400000000225

BIC: 044525225,

TIN: 7707083893


Appendix

Recommended form of offer for private individuals

Offer to acquire the shares of JSC RusHydro (hereinafter the Issuer), the state registration No. of the additional share issue 1-01-55038-Е-036D (of December 2, 2008)

Prospective buyer’s full name (last name, name, patronymic):

 

Prospective buyer’s taxpayer identification No. (if available):

 

Prospective buyer’s place of residence:

 

Date, year and place of birth:

 

Passport series and No.:

 

Passport issue date, issuing authority:

 

Number of share placements the prospective buyer undertakes to acquire at the offering price set in the Resolution on the additional share issue (1 rouble) (please mark only one option) (а)‑(d)):

(а) exact number

 

(b) no less than

 

(c) no more than

 

(d) no less than

        

but no more than

       

No. of the personal account in the register of holders of the Issuer’s registered securities:

 

If securities are transferred to the account of the nominal holder:

∙ The depositary’s full business name:

 

∙ Data on the depositary’s state registration (PSRN, the state registration authority, the date of state registration and the date of entering the depositary in the Unified State Register of Legal Entities):

 

∙ The prospective buyer’s custody account:

 

∙ The No. and date of the depositary agreement concluded between the depositary and the prospective buyer:

 

Contact data for the purpose of sending an offer acceptance reply:

∙ Postal address:

 

∙ Fax (with the indication of the international code):

 

∙ Telephone (with the indication of the international code):

 

Bank details for a refund:

 

∙ Account holder:

 

∙ Account holder’s TIN/RCC (registration cause code):

 

∙ Settlement account No.:

 

∙ Credit institution’s full business name:

 

∙ Credit institution’s abbreviated name:

 

∙ Place of business:

 

∙ Credit institution’s TIN/RCC (registration cause code):

 

∙ BIC:

 

∙ Correspondent account:

 

Signature: __________________________

Signatory’s full name:

__________________________________________________________________

Authorization grounds (if the offer is signed by the prospective buyer’s representative):

___________________________________________________________________