On 7 October 2008, the JSC RusHydro Board of Directors passed a decision to convene an Extraordinary General Shareholders Meeting. The Shareholders Meeting will be held on 17 November 2008 in the form of absentee vote.
The agenda of the Meeting includes the following items:
No. 1 “Iincrease of the Company authorised equity capital by placement of additional shares (on changing of the terms of placement of additional shares of the Company)”;
No. 2 “Increase of the Company authorised equity capital by the placement of additional shares.”
Additional issue of JSC RusHydro shares placed on closed subscription in favour of the Russian Federation was done to finance investment programme. On 25 June 2008, the Annual General Meeting of JSC RusHydro Shareholders adopted a decision to increase the Company authorised equity capital by placement of additional shares. The total amount of issue was determined to number 4,300,000,000 additional shares.
The placement price of additional JSC RusHydro shares was determined by an independent evaluation organisation and approved by the JSC RusHydro Board of Directors and General Shareholders Meeting in accordance with the Federal Law on Joint-Stock Companies and the JSC RusHydro Articles of Association
However, in an unfavourable market situation of the past several months, the price of the JSC RusHydro shares on the organised market (MISEX and RTS stock exchanges) was gradually declining from the level of 2 roubles. The recent market price varied within the band of 0.70-0.80 roubles per 1 share.
In order to protect the interests of potential buyers of securities and to implement the JSC RusHydro investment programme, it is proposed to take a decision to change the security issue terms, specifically:
(1) The placement price will be determined by the Board of Directors after the expiration of the pre-emptive right as per articles 36, 77 of the Federal Law on Joint-Stock Companies (taking into account the report of an independent evaluator and/or information on the market value of JSC RusHydro shares during a specific period of market trading). According to effective law, the placement price shall not be lower than the nominal value of JSC RusHydro shares (1 rouble).
(2) The volume of additionally issued shares is increased to 8,100,000,000 shares for purposes of ensuring the possibility of purchasing shares on the basis of the minimum possible placement price equal to the nominal value (1 rouble).
The Federal Law on the Federal Budget for 2008 and the Planning Period of 2009 and 2010 envisages budgetary allocations to the authorised capital of JSC RusHydro in 2009.
To receive budgetary allocations to the JSC RusHydro authorised capital in the 1st quarter of 2009 shareholders are offered to pass a decision on the increase of the JSC RusHydro authorised equity capital.
Main parameters of the additional issue shall be:
- Additional issue volume: 8,100,000,000 shares with the nominal value of 1 rouble each to the total sum of 8,100,000,000 roubles at the nominal value;
- Placement method – closed subscription in favour of the Russian Federation (represented by an authorised public agency);
- The placement price of additional shares (including for persons enjoying a preemptive right of acquiring additionally placed shares) will be determined by the JSC RusHydro Board of Directors in accordance with articles 36, 77 of the Federal Law on Joint-Stock Companies after the expiration of the preemptive right validity period.
- Form of payment – monetary funds.
In accordance with article 40 of the Federal Law on Joint-Stock Companies, JSC RusHydro shareholders who voted against or did not participate in the voting on the increase of the authorised capital by the placement of additional shares on closed subscription will enjoy a preemptive right to acquire additional shares in the quantity proportionate to the number of JSC RusHydro shares in their possession.
The notification on the start of placement of additional JSC RusHydro shares and the possibility for JSC RusHydro shareholders to exercise their pre-emptive right to acquire additional shares will be made in the legally established manner after state registration of the additional issue of JSC RusHydro securities.
The list of persons eligible to participate in the Extraordinary General Shareholders Meeting will be compiled as of 08.10.2008. The list of persons enjoying a pre-emptive right to acquire additional shares will be compiled as of the same date.