| Corporate action description |
We have been advised by euroclear of pre-emption rights subscription on
the above mentionned security.
1. Company announcement
holders are informed that in connection with the statutory
registration on 16/08/11 by the federal financial markets
service of the russian federation (the ffms) of an issuance by
the company of 89,000,000,000 ordinary registered
non-documentary shares of the company each having a nominal
value of rub 1 (the additional shares), to be placed through an
open subscription and in connection with the commencement of
the period for the exercise of pre-emption rights by the
shareholders of the company to purchase additional shares
(the pre-emption rights).
Each holder of adss as of 23/05/11 may subscribe for new adss,
each representing 100 additional shares, on the terms and
subject to the conditions set forth by the company, at a
subscription price based on the subscription price for
additional shares and the currency exchange rate in effect on
the day the subscription funds are converted into roubles
these rights are called the rights. The rights are personal to
the holders and not transferrable.
The deposit amount is computed as follows:
the sum of (i) the usd equivalent of the subscription price
(based on the official exchange rate of the central bank of th
russian federation as of 20/09/2011) multiplied by 100 and
(ii) 15 percent of that amount to cover possible exchange rate
fluctuations, currency conversion expense and the fee of the
relevant depositary for issuance of new adss.
The deposit amount is equal to: (1.15×165 rub)/29.6904: 6.39 usd
.
The subscription price for the additional shares was determined
by the company on 02/08/2011 and is equal to rub 1.65 per
additional share
.
The fee for issuance of new adss will be up to usd 0.05 per new
ads.
Holders may only purchase whole shares adr.
.
If the deposit amount was greater than the cost of the rub
subscription price (including currency conversion and other
expenses) plus the relevant depositary’s issuance fee, the dr
rights agent shall refund the excess u.s. dollars to ads holders
for distribution to the holders entitled to them
.
If the deposit amount is not sufficient to purchase the number
of additional shares sufficient to issue the full number of
new adss, the entitlements of all holders will be reduced
pro-rata to the largest integral number of adss and the number
of new adss allocated to you will be less than the number
requested.
Important: please note that no rights will be distributed
.
2. Proceeds
the new adr will be issued under a temporary cusip until the
company has notifies the depositories that it has filed with the
ffms the necessary documents for the additional shares
.
3. Oversubscription
to be confirmed.
4. Restrictions
the shares or other securities of the company referred to
herein have not been and will not be registered under the us
securities act of 1933, as amended, (the ’securities act’), and
may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in
or into the united states except pursuant to an applicable
exemption from the registration requirements of the securities
act and in compliance with any applicable securities laws of any
state or other jurisdiction of the united states.
These materials appear as a matter of information only and do
not contain or constitute, and should not be relied upon as, an
offer, or an invitation to make offers, to purchase any shares
or other securities of the company in the russian federation
these materials are not an advertisement of securities in the
russian federation or any other jurisdiction.
Any offer of securities to the public that may be deemed to be
made pursuant to these materials in any european economic area
member state that has implemented directive 2003/71/ec (together
with any applicable implementing measure in any member state,
the ’prospectus directive’) is only addressed to qualified
investors in that member state within the meaning of the
prospectus directive.
The information contained herein is restricted and is not for
publication or distribution directly or indirectly, in
australia, canada or japan.
These materials are only directed at
(i) persons who are outside the united kingdom,
(ii) to investment professionals falling within article 19 of
the financial services and markets act 2000 (financial
promotion) order 2005, as amended (the ’order’) or
(iii) other persons to whom these materials may otherwise be
lawfully communicated, falling within article 49(2)(a) to (d) of
the order (all such persons together being referred to as
’relevant persons’). Any person who is not a relevant person
should not act or rely on these materials or any of their
contents. Any investment or investment activity to which these
materials relate is available only to relevant persons and will
be engaged in only with relevant persons.
Notice to us investors
the rights offering to acquire new shares in jsc rushydro
(the ’rights issue-) is made for the securities of a company
organized in the russian federation. Accordingly, the offer is
subject to the disclosure requirements and practices applicable
in russia, which are different from those of the united states
financial information included herein has been prepared in
accordance with accounting principles applicable in russia, and
thus may not be comparable to financial information of us
companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in
the united states.
It may be difficult for investors to enforce their rights and
any claim they may have arising under the us securities laws
jsc rushydro is a russian company, and some or all of its
officers and directors are residents of countries other than
the united states. Investors may not be able to sue a non-us
company or its officers or directors in a non-us court for
violations of the us securities laws. It may be difficult to
compel a non-us company and its affiliates to subject
themselves to a us court’s judgment.
In accordance with the exemption from the registration
requirements of the us securities act of 1933, as amended,
provided by rule 801 thereunder with respect to the new shares
to be offered in connection with the rights issue, jsc rushydro
will submit to the us securities and exchange commission any
informational document it publishes or otherwise disseminates
to holders of jsc rushydro shares related to the rights issue
.
5. Timetable
1. Record date: 23/05/2011
2. Ex-date: to be advised
3. Expiry date: 19/10/2011
4. Payment date: to be advised
.
The subscription notice is now available at www.euroclear.com
.
To access this document, select the ’corporate actions online’
page and enter the corporate action event number
participants must be registered euroclear bank website users to
access this information
.
Note that holdes on 23/05/11 of the security code us7821831150
rushydro-temp shr-adr are also entitled to participate in the
offer
|