Moscow, Russian Federation September 21, 2007
Download 4.8 Kb. Pdf ko'rish
|
- Bu sahifa navigatsiya:
- As a result, upon completion of the RAO UES Merger, RAO UES will cease to exist.
- Information Statement dated September 21, 2007 Russian Open Joint-Stock Company Unified Energy System of Russia
- Name of Holdco RAO UES’ equity interests in the Subsidiaries to be spun-off to the Holdco Holders of RAO UES securities
- If any Large Holder reduces its shareholding in RAO UES prior to the Spin-Offs Record Date, such Large
- As a result, upon completion of the RAO UES Merger, RAO UES will cease to exist
- If the merger of any of the Holdcos into the relevant Subsidiary, as applicable, is not approved by the shareholders’ meeting of the respective Subsidiary or by
Moscow, Russian Federation September 21, 2007 Dear Holders of Depositary Receipts: The Board of Directors of Open Joint-Stock Company Unified Energy System of Russia (‘‘RAO UES’’) decided on July 27, 2007 to call an extraordinary general meeting of RAO UES shareholders (the ‘‘EGM’’) for approval of shareholders, including holders of depositary receipts, of a reorganization involving: • the spin-offs by RAO UES to newly-formed Russian open joint-stock companies established by RAO UES (each, a ‘‘Holdco’’ and collectively, the ‘‘Holdcos’’) of the entire equity interests of RAO UES in certain of its subsidiaries (the ‘‘Spin-Offs’’), including (i) six wholesale generating companies (the ‘‘OGKs’’), comprised of five wholesale thermal generating companies and Open Joint-Stock Company ‘‘The Federal Hydro-Generation Company’’ (‘‘HydroOGK’’), (ii) thirteen territorial generating companies (the ‘‘TGKs’’ and together with the OGKs, the ‘‘Gencos’’), (iii) power companies in the Far East and other isolated areas (the ‘‘Far East Energos’’), (iv) inter-regional distribution grid companies (‘‘MRSKs’’) and distribution grid companies (‘‘RSKs’’), (v) Open Joint-Stock Company the Federal Grid Company of Unified Energy System (the ‘‘FSK’’) and the trunk grid companies, (vi) Closed Joint-Stock Company ‘‘Inter RAO UES’’ (‘‘InterRAO’’), (vii) Open Joint-Stock Company Sochinskaya TES (‘‘Sochinskaya TES’’) and (viii) Open Joint-Stock Company System Operator-Central Dispatching Office of the Unified Energy System (the ‘‘System Operator’’ and together with the Gencos, the Far East Energos, the MRSKs, the RSKs, the FSK, InterRAO, Sochinskaya TES and the System Operator, the ‘‘Subsidiaries’’); • the issuance of ordinary and preferred shares in the Holdcos (each ordinary and preferred share in the Holdcos is referred to herein as a ‘‘Holdco Share’’ and collectively, the ‘‘Holdco Shares’’) on the date of the state registration of the Holdcos, which is expected to occur in July 2008 (the ‘‘Reorganization Date’’), to the holders of record of shares and depositary receipts of RAO UES as of the date to be determined by the Board of Directors of RAO UES, which is expected to be in June 2008 (the ‘‘Spin-Offs Record Date’’), as set out in detail in the Information Statement that accompanies this letter; and • immediately after the establishment of certain Holdcos (other than certain special purpose Holdcos and the Holdcos established to hold shares in the Far East Energos and the MRSKs), subject to the approval of the shareholders of the relevant Subsidiaries, the approval of FAS and the requirements of applicable law, those Holdcos will be merged into their corresponding Subsidiaries, and in each case, ordinary and preferred Holdco Shares, as applicable, will be exchanged for ordinary shares of the relevant Subsidiary pursuant to conversion ratios set forth in the Information Statement. The special purpose Holdcos and the Holdcos established to hold shares in the Far East Energos and the MRSKs will not undergo a merger upon their establishment into the relevant Subsidiary. It is expected that, following the completion of the Spin-Offs, subject to the approval of the shareholders of the FSK, RAO UES will be merged into the FSK, with the FSK being the surviving entity, and the ordinary and preferred shares of RAO UES (the ‘‘RAO UES Shares’’) will be exchanged for ordinary shares of the FSK (the ‘‘RAO UES Merger’’). As a result, upon completion of the RAO UES Merger, RAO UES will cease to exist. The Information Statement has been prepared to explain the proposed Spin-Offs, as well as the plan for their implementation, to holders of RAO UES Shares and holders of RAO UES American and global depositary receipts (the ‘‘RAO UES DRs’’). The Spin-Offs are currently expected to occur in July 2008. On October 26, 2007, the EGM is scheduled to be held to vote on the Spin-Offs and the RAO UES Merger. All persons (other than RAO UES) who held RAO UES Shares on August 23, 2007 (the ‘‘EGM Record Date’’) will be entitled to vote at the EGM on the Spin-Offs and the RAO UES Merger by absentee ballot voting. Each holder of RAO UES DRs, who held RAO UES DRs on the EGM Record Date, will be entitled to deliver voting instructions to the relevant depositary in accordance with the deposit agreements and the global depositary receipts relating to the RAO UES DRs. Approval of the Spin-Offs and the RAO UES Merger requires the affirmative vote of at least three-quarters of the aggregate voting power of the RAO UES Shares represented at the EGM, with each RAO UES Share representing one vote. The Board of Directors of RAO UES considers the Spin-Offs and the RAO UES Merger to be in the interests of RAO UES and recommends that holders of RAO UES Shares and RAO UES DRs approve the Spin-Offs and the RAO UES Merger. We are grateful for the loyalty and support of holders of RAO UES DRs. Sincerely, Anatoly Chubais Chairman of the Management Board 2 Information Statement dated September 21, 2007 Russian Open Joint-Stock Company Unified Energy System of Russia This Information Statement relates to a reorganization of Russian Open Joint-Stock Company Unified Energy System of Russia (‘‘RAO UES’’ and together with its subsidiaries, the ‘‘RAO UES Group’’) involving: • the spin-offs by RAO UES to newly-formed Russian open joint-stock companies established by RAO UES (each, a ‘‘Holdco’’ and collectively, the ‘‘Holdcos’’) of the entire equity interests of RAO UES in certain of its subsidiaries (the ‘‘Spin-Offs’’), including (i) six wholesale generating companies (the ‘‘OGKs’’), comprised of five wholesale thermal generating companies and Open Joint-Stock Company ‘‘The Federal Hydro-Generation Company’’ (‘‘HydroOGK’’), (ii) thirteen territorial generating companies (the ‘‘TGKs’’ and together with the OGKs, the ‘‘Gencos’’), (iii) power companies in the Far East and other isolated areas (the ‘‘Far East Energos’’), (iv) inter-regional distribution grid companies (‘‘MRSKs’’) and distribution grid companies (‘‘RSKs’’), (v) Open Joint-Stock Company the Federal Grid Company of Unified Energy System (the ‘‘FSK’’) and the trunk grid companies, (vi) Closed Joint-Stock Company ‘‘Inter RAO UES’’ (‘‘InterRAO’’), (vii) Open Joint-Stock Company Sochinskaya TES (‘‘Sochinskaya TES’’) and (viii) Open Joint-Stock Company System Operator- Central Dispatching Office of the Unified Energy System (the ‘‘System Operator’’ and together with the Gencos, the Far East Energos, the MRSKs, the RSKs, the FSK, InterRAO, Sochinskaya TES and the System Operator, the ‘‘Subsidiaries’’; and each ordinary share in the Subsidiaries is referred to herein as a ‘‘Subsidiary Share’’ and collectively , the ‘‘Subsidiary Shares’’); • the issuance of ordinary and preferred shares in the Holdcos (each ordinary and preferred share in the Holdcos is referred to herein as a ‘‘Holdco Share’’ and collectively, the ‘‘Holdco Shares’’) as set out in the table below to the holders of record indicated in the table below of shares and depositary receipts of RAO UES as of the date to be determined by the Board of Directors of RAO UES, which is expected to be in June 2008 (the ‘‘Spin-Offs Record Date’’), including the Russian Federation, OOO GazEnergy Company (‘‘GazEnergy’’), OAO Norilsk Nickel Mining and Metallurgical Co. (‘‘Norilsk’’), Madake Enterprises Company Limited (‘‘Madake’’ and together with GazEnergy and Norilsk, the ‘‘Large Holders’’) and holders other than the Russian Federation and the Large Holders (the ‘‘Minority Holders’’): Name of Holdco RAO UES’ equity interests in the Subsidiaries to be spun-off to the Holdco Holders of RAO UES securities receiving ordinary and preferred shares in the Holdco State Holdcos ‘‘State Holding’’ (a) 52.86% of RAO UES’ equity interests in the FSK and the trunk grid companies, (b) a certain portion of RAO UES’ equity interests in certain of the Gencos (other than HydroOGK) or cash proceeds from the sale of such equity interest that may be effected by RAO UES prior to the Spin-Offs, and (c) a certain number of ordinary shares in the System Operator or cash proceeds from the sale of such shares that may be effected by RAO UES prior to the Spin- Offs. (a) Russian Federation (b) the Minority Holders and Large Holders who hold shares as of the Spin-Offs Record Date and either voted against the Spin-Offs or did not vote on the Spin- Offs proposals and who elected not to exercise the redemption rights described below (‘‘Dissenting Holders’’) ‘‘State HydroOGK Holding’’ (a) a certain portion of RAO UES’ equity interest in HydroOGK that corresponds to the equity interest that the Russian Federation holds in RAO UES, adjusted according to certain swap ratios proposed by the Board of Directors of RAO UES, and (b) a certain portion of RAO UES’ equity interests in certain of the Gencos (other than HydroOGK) or cash proceeds from the sale of such equity interest that may be effected by RAO UES prior to the Spin-Offs. (a) Russian Federation (b) the Dissenting Holders State Holding and State HydroOGK Holding together are referred to herein as the ‘‘State Holdcos’’. Large Holdcos ‘‘CenterEnergoHolding’’ a certain portion of RAO UES’ equity interests in the FSK, HydroOGK, the System Operator and the Gencos that corresponds to the equity interest that GazEnergy holds in RAO UES, adjusted according to certain swap ratios proposed by the Board of Directors of RAO UES. (a) GazEnergy, a company in the OAO Gazprom Group (‘‘Gazprom’’) (b) the Dissenting Holders ‘‘Intergeneration’’ a certain portion of RAO UES’ equity interests in the FSK, HydroOGK, the System Operator and the Gencos that corresponds to the equity interest that Norilsk holds in RAO UES, adjusted according to certain swap ratios proposed by the Board of Directors of RAO UES. (a) Norilsk (b) the Dissenting Holders 2 Name of Holdco RAO UES’ equity interests in the Subsidiaries to be spun-off to the Holdco Holders of RAO UES securities receiving ordinary and preferred shares in the Holdco ‘‘SibenergoHolding’’ a certain portion of RAO UES’ equity interests in the FSK, HydroOGK, the System Operator and the Gencos that corresponds to the equity interest that Madake holds in RAO UES, adjusted according to certain swap ratios proposed by the Board of Directors of RAO UES. (a) Madake, a company acting in the interest of the OAO Siberia Coal Energy Company Group (‘‘SUEK’’) (b) the Dissenting Holders CenterEnergoHolding, Intergeneration and SibenergoHolding together are referred to herein as the ‘‘Large Holdcos’’. If any Large Holder reduces its shareholding in RAO UES prior to the Spin-Offs Record Date, such Large Holder will be deemed to be a Minority Holder for the purpose of the Spin-Offs, and shares in the relevant Large Holdco will be distributed to all Minority Holders. Minority Holdcos ‘‘Minority FSK Holding’’ a certain portion of RAO UES’ equity interests in the FSK and the trunk grid companies that corresponds to the equity interest that the Minority Holders hold in the aggregate in RAO UES. (a) Minority Holders (b) any Large Holder who either (i) is a Dissenting Holder or (ii) reduced its shareholding in RAO UES prior to the Spin-Offs Record Date ‘‘Minority HydroOGK Holding’’ a certain portion of RAO UES’ equity interest in HydroOGK that corresponds to the equity interest that the Minority Holders hold in the aggregate in RAO UES. (a) Minority Holders (b) any Large Holder who either (i) is a Dissenting Holder or (ii) reduced its shareholding in RAO UES prior to the Spin-Offs Record Date ‘‘OGK-1 Holding’’ ‘‘OGK-2 Holding’’ ‘‘OGK-3 Holding’’ ‘‘OGK-4 Holding’’ ‘‘OGK-6 Holding’’ ‘‘TGK-1 Holding’’ ‘‘TGK-2 Holding’’ ‘‘Mosenergo Holding’’ ‘‘TGK-4 Holding’’ ‘‘TGK-6 Holding’’ ‘‘Volzhskaya TGK Holding’’ ‘‘SGK TGK-8 Holding’’ ‘‘TGK-9 Holding’’ ‘‘TGK-10 Holding’’ ‘‘TGK-11 Holding’’ ‘‘Kuzbassenergo Holding’’ ‘‘Eniseyskaya TGK Holding’’ ‘‘TGK-14 Holding’’ (a) a certain portion of RAO UES’ equity interests in the applicable Genco that corresponds to the equity interest that the Minority Holders hold in the aggregate in RAO UES, and (b) a certain number of ordinary shares in the System Operator. (a) Minority Holders (b) any Large Holder who either (i) is a Dissenting Holder or (ii) reduced its shareholding in RAO UES prior to the Spin-Offs Record Date 3 Name of Holdco RAO UES’ equity interests in the Subsidiaries to be spun-off to the Holdco Holders of RAO UES securities receiving ordinary and preferred shares in the Holdco These twenty Holdcos together are referred to herein as the ‘‘Minority Holdcos’’. Shareholder Holdcos ‘‘MRSK Holding’’ all of RAO UES’ equity interests in the MRSKs, the RSKs and certain energy sales companies located in southern regions of Russia. all RAO UES shareholders ‘‘RAO East Energy Systems’’ all of RAO UES’ equity interests in the Far East Energos and certain energy sales companies. all RAO UES shareholders ‘‘InterRAO Holding’’ (a) all of RAO UES’ equity interest in InterRAO, (b) all of RAO UES’ equity interest in Sochinskaya TES, and (c) all of RAO UES’ equity interests in certain other Subsidiaries. all RAO UES shareholders MRSK Holding, RAO East Energy Systems and InterRAO Holding together are referred to herein as the ‘‘Shareholder Holdcos’’. • immediately after its establishment, subject to the approval of the shareholders of the relevant Subsidiaries, the approval of the FAS (as defined below) and the requirements of applicable law, (i) State Holding and Minority FSK Holding will be simultaneously merged into the FSK, (ii) State HydroOGK Holding and Minority HydroOGK Holding will be simultaneously merged into HydroOGK, (iii) InterRAO Holding will be merged into Sochinskaya TES and (iv) each of the other Minority Holdcos will be merged into its corresponding Genco, and in each case the ordinary and preferred shares of each Holdco will be exchanged for ordinary shares of the relevant Subsidiary on the basis set forth below. The Large Holdcos, MRSK Holding and RAO East Energy Systems will not undergo a merger upon their establishment into the relevant Subsidiary. It is expected that, following the completion of the Spin-Offs, subject to the approval of the shareholders of the FSK, RAO UES will be merged into the FSK, with the FSK being the surviving entity, and ordinary shares of RAO UES, each with a par value of RUB 0.50 (each, a ‘‘RAO UES Ordinary Share’’ and collectively, the ‘‘RAO UES Ordinary Shares’’) and Class ‘‘A’’ preferred shares of RAO UES, each with a par value of RUB 0.50 (each, a ‘‘RAO UES Preferred Share’’ and collectively, the ‘‘RAO UES Preferred Shares’’ and together with RAO UES Ordinary Shares, the ‘‘RAO UES Shares’’) will be converted into shares of the FSK on the basis of 2.26600952123458 ordinary shares of the FSK for each RAO UES Ordinary Share and 2.07521151954661 ordinary shares of the FSK for each RAO UES Preferred Share (the ‘‘RAO UES Merger’’). As a result, upon completion of the RAO UES Merger, RAO UES will cease to exist. On October 26, 2007 (the ‘‘EGM Date’’), an extraordinary general meeting of RAO UES shareholders (the ‘‘EGM’’) is scheduled to be held to vote on the Spin-Offs and the RAO UES Merger. All persons (other than RAO UES) who held RAO UES Ordinary Shares or RAO UES Preferred Shares on August 23, 2007 (the ‘‘EGM Record Date’’) will be entitled to vote at the EGM on the Spin-Offs and the RAO UES Merger by absentee ballot voting. Each holder of RAO UES American depositary receipts (the ‘‘RAO UES ADRs’’), each of which represents 100 RAO UES Ordinary Shares or 100 RAO UES Preferred Shares, as the case may be, and each holder of RAO UES global depositary receipts (the ‘‘RAO UES GDRs’’ and together with the RAO UES ADRs, the ‘‘RAO UES DRs’’), each of which represents 100 RAO UES Ordinary Shares, who held RAO UES DRs on the EGM Record Date, will be entitled to deliver voting instructions to either Deutsche Bank Trust Company Americas, the depositary 4 bank under RAO UES’ ADR programs (the ‘‘RAO UES ADR Depositary’’) or The Bank of New York, the depositary bank under RAO UES’ unsponsored Regulation S GDR facility (the ‘‘RAO UES GDR Depositary’’ and together with the RAO UES ADR Depositary, the ‘‘Depositaries’’ and each of them, a ‘‘Depositary’’), under the terms of the deposit agreements relating to the RAO UES ADRs (the ‘‘RAO UES ADR Deposit Agreements’’) and as provided for in the RAO UES GDRs, whichever is applicable. As at June 30, 2007, there were 41,041,753,984 RAO UES Ordinary Shares and 2,075,149,384 RAO UES Preferred Shares issued and outstanding, including 673,145,700 RAO UES Shares in the form of RAO UES ADRs and 5,648,968,800 RAO UES Shares in the form of RAO UES GDRs. Approval of the Spin-Offs and the RAO UES Merger requires the affirmative vote of at least three-quarters of the aggregate voting power of the RAO UES Shares represented at the EGM, with each RAO UES Ordinary Share and RAO UES Preferred Share representing one vote. Approval of the merger of the State Holdcos, the Minority Holdcos and InterRAO Holding into their corresponding Subsidiaries requires an affirmative vote of at least three-quarters of the aggregate voting power represented at the shareholders’ meetings of the relevant Subsidiary, as well as the approval of the Russian Federal Antimonopoly Service (the ‘‘FAS’’). If the merger of any of the Holdcos into the relevant Subsidiary, as applicable, is not approved by the shareholders’ meeting of the respective Subsidiary or by the FAS, as the case may be, the merger of such Holdco into the relevant Subsidiary will not occur, and such Holdco will continue to exist without being merged into the relevant Subsidiary. If the Spin-Offs are approved by the shareholders of RAO UES and all the requirements under Russian law are satisfied: • The Holdcos will be formed as new and separate open joint-stock companies on the date of their state registration (the ‘‘Reorganization Date’’) in the Russian Unified State Register of Legal Entities (the ‘‘USRLE’’), which is expected to be the same date for all of the Holdcos. The Reorganization Date is currently expected to occur in July 2008. • Each of the State Holdcos, the Minority Holdcos and InterRAO Holding, immediately following its formation on the Reorganization Date, subject to the approval of the relevant Subsidiary’s shareholders, the approval of the FAS and the requirements of applicable law, will be merged into the relevant Subsidiary, with the Subsidiary being the surviving entity. All of the assets of each of the State Holdcos, the Minority Holdcos and InterRAO Holding, including shares held by it in a Subsidiary, will be transferred to the relevant Subsidiary on the Reorganization Date. Upon the merger, each of the State Holdcos, the Minority Holdcos and InterRAO Holding will cease to exist and will be removed from the USRLE, and its shares will be cancelled. • On the Reorganization Date, subject to applicable law, the Russian Federation, RAO UES’ majority shareholder, will: • be entitled to one ordinary share in each of MRSK Holding and RAO East Energy Systems and one preferred share in each of MRSK Holding and RAO East Energy Systems for each RAO UES Ordinary Share and RAO UES Preferred Share, respectively, held by the Russian Federation on the Spin-Offs Record Date; • (a) be entitled to all ordinary shares and preferred shares in State Holding, except for the shares which, in accordance with Russian law, will be distributed to Dissenting Holders; and (b) upon the cancellation of the shares in State Holding, receive such number of ordinary shares in the FSK, which, together with the other FSK shares held directly by the Russian Federation, will constitute, as required by Russian law, at least 75% plus 1 share of the issued and outstanding shares of the FSK; • (a) be entitled to all ordinary shares and preferred shares in State HydroOGK Holding, except for the shares which, in accordance with Russian law, will be distributed to the Dissenting Holders; and (b) upon the cancellation of the shares in State HydroOGK Holding, receive such number of ordinary shares in HydroOGK, which, together with the other HydroOGK shares held directly by the Russian Federation, will constitute, as required by Russian law, at least 50% plus 1 share of the issued and outstanding shares of HydroOGK; 5 • be entitled to a number of ordinary and preferred shares in InterRAO Holding equal to the number of RAO UES Ordinary Shares and RAO UES Preferred Shares, respectively, held by the Russian Federation on the Spin-Offs Record Date, and upon the cancellation of the InterRAO Holding shares, receive 41.8643489213398000 ordinary shares in Sochinskaya TES (each, a ‘‘Sochinskaya TES Share’’ and collectively, the ‘‘Sochinskaya TES Shares’’) for each InterRAO Holding ordinary share and 38.3393707421631000 Sochinskaya TES Shares for each InterRAO Holding preferred share; • be entitled to a certain number of shares in any Large Holdco and the Minority Holdcos if the relevant Large Holder or to the extent any of the Minority Holders, respectively, is a Dissenting Holder; and • continue to own the same number of RAO UES Shares as the Russian Federation held immediately preceding the Reorganization Date, unless the RAO UES Merger occurs on the Reorganization Date, in which case it will receive additional shares in the FSK as a result of the conversion of each RAO UES Ordinary Share into 2.26600952123458 ordinary shares of the FSK and each RAO UES Preferred Share into 2.07521151954661 ordinary shares of the FSK. • On the Reorganization Date, subject to applicable law, each Large Holder who voted for the Spin-Offs at the EGM and has not reduced its shareholding in RAO UES prior to the Spin-Offs Record Date will: • be entitled to all of the shares in its corresponding Large Holdco, except for the shares which, in accordance with Russian law, will be distributed to the Dissenting Holders; • be entitled to one ordinary share in each of MRSK Holding and RAO East Energy Systems and one preferred share in each of MRSK Holding and RAO East Energy Systems for each RAO UES Ordinary Share and RAO UES Preferred Share, respectively, held by such Large Holder on the Spin-Offs Record Date; • be entitled to a number of InterRAO Holding ordinary shares and a number of InterRAO Holding preferred shares equal to the number of RAO UES Ordinary Shares and RAO UES Preferred Shares, respectively, held by such Large Holder on the Spin-Offs Record Date, and upon the cancellation of the InterRAO Holding shares, receive 41.8643489213398000 Sochinskaya TES Shares for each InterRAO Holding ordinary share and 38.3393707421631000 Sochinskaya TES Shares for each InterRAO Holding preferred share; • be entitled to a certain number of shares in other Large Holdcos and the Minority Holdcos if the relevant other Large Holders or to the extent any of the Minority Holders, respectively, are Dissenting Holders; and • continue to own the same number of RAO UES Shares as such Large Holder held immediately preceding the Reorganization Date, unless the RAO UES Merger occurs on the Reorganization Date, in which case it will receive additional shares in the FSK as a result of the conversion of each RAO UES Ordinary Share into 2.26600952123458 ordinary shares of the FSK and each RAO UES Preferred Share into 2.07521151954661 ordinary shares of the FSK. Download 4.8 Kb. Do'stlaringiz bilan baham: |
Ma'lumotlar bazasi mualliflik huquqi bilan himoyalangan ©fayllar.org 2024
ma'muriyatiga murojaat qiling
ma'muriyatiga murojaat qiling