Moscow, 15 May 2008. RAO "UES of Russia" and E4 Group have signed a Share Purchase Agreement in respect of the "government stake" shares in TGC-11. The share sale is subject to an Agreement between OAO "TGC-11", ZAO "Center for Financial Settlements", and NP "ATS" providing for the supply of new capacity to the wholesale market.
The price under the Share Purchase Agreement is as previously determined by the RAO UES Tender Commission.
RAO "UES of Russia" received five bids from strategic investors for its 'government-stake' shares in TGC-11. Upon review of the bids, the Tender Commission determined the winning bid, which was submitted by E4 Group.
E4 offered RUB5.88 billion (over $246 million) for the 28.47 percent stake in TGC-11, which makes RUB0.040255 ($0.001687692) per ordinary share.
This is a 26% premium over the average weighted price of TGC-11 shares as of 14 May 2008, and corresponds to $430 per kilowatt of the company's installed capacity.
The 'government stake' shares purchased by E4 Group will not be registered in its name until after they are fully paid and E4 signs a shareholder agreement with RAO "UES of Russia" and OAO "UES SO". E4 Group will be allowed a deferral of payment for a consideration until Q3 2009 (inclusive).
The proceeds from the sale of the government stake in TGC-11 will be used to cover the deficit of the FGC's investment programme.
Previously, on 22 April 2008, the Board of Directors of OAO "TGC-11" set the price for the offering of the company's additional shares (35.2 percent of its capital prior to the offering and 26 percent after the offering) at RUB0.040255 per share, which is equal to the price of the "government stake". It was expected that TGC-11 will raise ca. RUB8 billion in funds as a result of its additional share issue. The shares were to be placed by 15 May 2008. The TGC-11 additional share issue did not take place because of the injunctive relief imposed by court on the action filed by Rosneft's subsidiary.