Moscow, Russian Federation September 21, 2007
If any Large Holder reduces its shareholding in RAO UES prior to the Spin-Offs Record Date, such
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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. • On the Reorganization Date, subject to applicable law, each Minority Holder who voted for the Spin-Offs and, in the case of each RAO UES DR holder who certifies within 30 days following the Spin-Offs Record Date to the applicable Depositary that it is not (and is not acting on behalf of) a U.S. person and was outside the United States at the time of receipt of the Information Statement and when voting on the Spin-Offs, and will be outside the United States when receiving Holdco Shares, Subsidiary Shares or global depositary receipts, if any, of the relevant Holdco (collectively, the ‘‘Holdco GDRs’’) or Subsidiary (collectively, the ‘‘Subsidiary GDRs’’ and together with the Holdco GDRs, the ‘‘New GDRs’’) representing Holdco Shares and Subsidiary Shares (a ‘‘Non-U.S. DR Holder’’), as the case may be, will: 6 • be entitled to one ordinary share in MRSK Holding and RAO East Energy Systems and one preferred share in MRSK Holding and RAO East Energy Systems for each RAO UES Ordinary Share and RAO UES Preferred Share, respectively, held by such holder, or represented by the respective RAO UES DRs held of record by such Non-U.S. DR Holder, as the case may be, on the Spin-Offs Record Date; • (a) be entitled to a number of ordinary or preferred shares, as the case may be, in each Minority Holdco based on the number of RAO UES Ordinary Shares and RAO UES Preferred Shares, respectively, held by such holder, or represented by the respective RAO UES DRs held of record by such Non-U.S. DR Holder, as the case may be, on the Spin-Offs Record Date, (b) be entitled to a number of ordinary or preferred shares, as the case may be, in InterRAO Holding equal to the number of RAO UES Ordinary Shares and RAO UES Preferred Shares, respectively, held by such holder, or represented by the respective RAO UES DRs held of record by such Non-U.S. DR Holder, as the case may be, on the Spin-Offs Record Date, and (c) upon the cancellation of the ordinary and preferred shares in the Minority Holdcos and InterRAO Holding, receive or, in the case of the Minority Holders of RAO UES DRs, be entitled to, a number of Subsidiary Shares, calculated on the following basis: Exchange of Shares in Minority FSK Holding for Shares in the FSK The FSK 10.1056041051790000 ordinary shares in the FSK for each RAO UES Ordinary Share 9.2547122395228300 ordinary shares in the FSK for each RAO UES Preferred Share Exchange of Shares in Minority HydroOGK Holding for Shares in HydroOGK HydroOGK 3.4531683396016400 ordinary shares in HydroOGK for each RAO UES Ordinary Share 3.1624115654071800 ordinary shares in HydroOGK for each RAO UES Preferred Share Exchange of Shares in Minority Holdcos for Shares in the Gencos OGKs 0.9620205574069320 ordinary shares in OGK-1 for each RAO UES Ordinary Share 0.8810184264732720 ordinary shares in OGK-1 for each RAO UES Preferred Share 0.5008006166421850 ordinary shares in OGK-2 for each RAO UES Ordinary Share 0.4586332047209130 ordinary shares in OGK-2 for each RAO UES Preferred Share 0.4114097481764260 ordinary shares in OGK-3 for each RAO UES Ordinary Share 0.3767690473799700 ordinary shares in OGK-3 for each RAO UES Preferred Share 1.0273778717938000 ordinary shares in OGK-4 for each RAO UES Ordinary Share 0.9408726549887700 ordinary shares in OGK-4 for each RAO UES Preferred Share 0.5836484771577890 ordinary shares in OGK-6 for each RAO UES Ordinary Share 0.5345052753810990 ordinary shares in OGK-6 for each RAO UES Preferred Share TGKs 38.2331857890853000 ordinary shares in TGK-1 for each RAO UES Ordinary Share 35.0139515456442000 ordinary shares in TGK-1 for each RAO UES Preferred Share 12.9828789875932000 ordinary shares in TGK-2 for each RAO UES Ordinary Share 7 11.8897205768378000 ordinary shares in TGK-2 for each RAO UES Preferred Share 0.3359840017950100 ordinary shares in Mosenergo for each RAO UES Ordinary Share 0.3076941488438700 ordinary shares in Mosenergo for each RAO UES Preferred Share 15.8654792945781000 ordinary shares in TGK-4 for each RAO UES Ordinary Share 14.5296059379746000 ordinary shares in TGK-4 for each RAO UES Preferred Share 15.3258994310428000 ordinary shares in TGK-6 for each RAO UES Ordinary Share 14.0354586989490000 ordinary shares in TGK-6 for each RAO UES Preferred Share 0.3344068074269590 ordinary shares in Volzhskaya TGK for each RAO UES Ordinary Share 0.3062497542416090 ordinary shares in Volzhskaya TGK for each RAO UES Preferred Share 17.2624772854249000 ordinary shares in SGK TGK-8 for each RAO UES Ordinary Share 15.8089766979922000 ordinary shares in SGK TGK-8 for each RAO UES Preferred Share 67.3347215511992000 ordinary shares in TGK-9 for each RAO UES Ordinary Share 61.6651379965883000 ordinary shares in TGK-9 for each RAO UES Preferred Share 1.4709712305639300 ordinary shares in TGK-10 for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0088612724541053 for each RAO UES Ordinary Share) 1.3471154529504400 ordinary shares in TGK-10 for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0081151533134697 for each RAO UES Preferred Share) 6.1863639563592800 ordinary shares in TGK-11 for each RAO UES Ordinary Share 5.6654721112338500 ordinary shares in TGK-11 for each RAO UES Preferred Share 0.6991042495845980 ordinary shares in Kuzbassenergo for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0069910424958460 for each RAO UES Ordinary Share) 0.6402396717695780 ordinary shares in Kuzbassenergo for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0064023967176958 for each RAO UES Preferred Share) 1.7232742022754400 ordinary shares in Eniseyskaya TGK for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0000761096282252 for each RAO UES Ordinary Share) 1.5781745144438500 ordinary shares in Eniseyskaya TGK for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0000697011975287 for each RAO UES Preferred Share) 9.7136226718400300 ordinary shares in TGK-14 for each RAO UES Ordinary Share 8.8957356428711100 ordinary shares in TGK-14 for each RAO UES Preferred Share Exchange of Shares in InterRAO Holding for Shares in Sochinskaya TES InterRAO 41.8643489213398000 ordinary shares in Sochinskaya TES for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0041864348921340 for each RAO UES Ordinary Share) 38.3393707421631000 ordinary shares in Sochinskaya TES for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0038339370742163 for each RAO UES Preferred Share) 8 • be entitled to a certain number of shares in any Large Holdco if the relevant Large Holder is a Dissenting Holder or reduced its shareholding in RAO UES prior to the Spin-Offs Record Date; and • continue to own the same number of RAO UES Shares or RAO UES DRs as such holder held immediately preceding the Reorganization Date, unless the RAO UES Merger occurs on the Reorganization Date, in which case it will be entitled to 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. • In the case of the Minority Holders of RAO UES DRs, the Non-U.S. DR Holders will: • if a Regulation S global depositary receipt facility (‘‘Regulation S GDR Facility’’) is established within 90 calendar days of the Reorganization Date in respect of the ordinary and preferred shares in MRSK Holding and RAO East Energy Systems, or certain Subsidiary Shares (not including shares in the Far East Energos, the MRSKs, InterRAO and the System Operator), as the case may be, upon the payment of fees and charges of, and expenses incurred by the Depositaries, including, but not limited to, any taxes or governmental charges, or, provided that the limit on the number of shares allowed to circulate abroad or any other limit set by the New GDR Depositary (as defined below) on the number of shares accepted for deposit in any existing depositary receipt facility in respect of the Holdco Shares or the Subsidiary Shares, as the case may be, has not yet been reached, be entitled to a certain number of Holdco GDRs and Subsidiary GDRs, each of which will represent a certain number of Holdco Shares or Subsidiary Shares on deposit with the custodian to be appointed by the applicable New GDR Depositary; • holders of record of RAO UES DRs on the Spin-Offs Record Date who fail or are unable to certify to the applicable Depositary of the relevant RAO UES DR program (the ‘‘Relevant Depositary’’) within 30 days following the Spin-Offs Record Date that they are or are acting on behalf of Non-U.S. DR Holders (each holder of RAO UES DRs who is not able to so certify being referred to herein as a ‘‘U.S. DR Holder’’), will not receive New GDRs or Holdco Shares or Subsidiary Shares, and, instead, will receive, as soon as reasonably practicable, the cash proceeds from the sale by the Relevant Depositary of the relevant Holdco Shares or Subsidiary Shares they would have received had they provided the certification, net of fees and charges of, and expenses incurred by, the Relevant Depositary in effecting such distribution, including, but not limited to, any costs of conversion, taxes or governmental charges with respect to such distribution. Neither Depositary shall be responsible for (i) any failure to determine that it may be lawful or practicable to make the net proceeds of the sale of any Holdco Shares or Subsidiary Shares available to RAO UES DR holders in general or any RAO UES DR holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with the sale of any Holdco Shares or Subsidiary Shares, or (iii) its inability to distribute the net proceeds, or the amount that will be distributed as such net proceeds; and • Non-U.S. DR Holders electing to take New GDRs will not be able to receive the relevant New GDRs or to vote, sell or otherwise transfer any such New GDRs unless and until the Regulation S GDR Facility is established in respect of the relevant Holdco Shares or Subsidiary Shares. Those Non-U.S. DR Holders who held RAO UES DRs on the Spin-Offs Record Date and who so certify and who wish to receive Holdco Shares and Subsidiary Shares instead of New GDRs in the applicable Regulation S GDR Facility, if any, may, on or after the Spin-Offs Record Date, but in any event prior to the date advised by the Relevant Depositary, notify the Relevant Depositary and provide the Relevant Depositary instructions regarding their Russian securities accounts to which such Non-U.S. DR Holder’s Holdco Shares and Subsidiary Shares may be credited. As soon as reasonably practicable after the receipt of such instructions and certification, and upon the payment of fees and charges of, and expenses incurred by the Relevant Depositary, including, but not limited to, any taxes or governmental charges, the Relevant Depositary will credit, through a Russian custodian, or otherwise in accordance with applicable law, the relevant Holdco Shares and Subsidiary Shares to the Russian securities account of such Non-U.S. DR Holders. In the case of the Far East Energos, the MRSKs, InterRAO, the System Operator and the Large Holdcos, if applicable, which do not currently plan to set up a Regulation S GDR Facility, or if a Regulation S 9 GDR Facility with respect to the shares in RAO East Energy Systems and MRSK Holding and certain Subsidiary Shares is not established within 90 calendar days of the Reorganization Date, Non-U.S. DR Holders of record on the Spin-Offs Record Date who fail to provide details of their Russian securities accounts to which to credit the relevant Holdco Shares and Subsidiary Shares to the Relevant Depositary by the date advised by the Relevant Depositary in the case of the shares in the Far East Energos, the MRSKs, InterRAO, the System Operator and the Large Holdcos, if applicable, or in respect of shares in RAO East Energy Systems and MRSK Holding and certain Subsidiary Shares, within 30 days after the end of such 90 calendar day period will not receive any such Holdco Shares or Subsidiary Shares, and the Relevant Depositary will, as soon as reasonably practicable, sell such Holdco Shares and Subsidiary Shares in a public or private sale and deliver the cash proceeds pro rata to such holders, net of fees and charges of, and expenses incurred by, the Relevant Depositary in effecting such distribution, including, but not limited to, any costs of conversion, taxes or governmental charges with respect to such distribution. Neither Depositary shall be responsible for (i) any failure to determine that it may be lawful or practicable to make the net proceeds of the sale of any Holdco Shares or Subsidiary Shares available to RAO UES DR holders in general or any RAO UES DR holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with the sale of any Holdco Shares or Subsidiary Shares, or (iii) its inability to distribute the net proceeds, or the amount that will be distributed as such net proceeds. No fractional shares in the Holdcos or the Subsidiaries, or fractional DRs representing such shares, or cash-in-lieu will be issued; however, eligible DR Holders may receive cash-in-lieu from the respective custodian under the applicable RAO UES DR program. Any fractional share that would have been distributed in the Spin-Offs will be rounded (up or down, as the case may be) to avoid the creation of fractional shares. Under Russian law, holders of RAO UES Shares that are entitled to vote at the EGM, and, subject to compliance with applicable law, holders of RAO UES DRs that are entitled to deliver voting instructions to their respective Depositaries, and in each case that vote against or do not vote on the Spin-Offs proposals, may elect to have RAO UES redeem their RAO UES Shares or the RAO UES Shares represented by their RAO UES DRs, as the case may be, within 45 calendar days of the EGM (the ‘‘Redemption Election Period’’) if the Spin-Offs are approved. • In addition, each of the Dissenting Holders will, on the Reorganization Date, subject to applicable law and, in the case of holders of RAO UES DRs, providing the required certifications to the Relevant Depositary: • be entitled to a number of ordinary and preferred shares in the Large Holdcos, with the number of ordinary and preferred Large Holdco Shares to which the Large Holders are entitled being adjusted accordingly, calculated on the following basis: Distribution of Shares in the Large Holdcos CenterEnergoHolding 1.0489944190557900 ordinary shares in CenterEnergoHolding for each RAO UES Ordinary Share 1.0489944190557900 preferred shares in CenterEnergoHolding for each RAO UES Preferred Share InterGeneration 3.5168944927650000 ordinary shares in InterGeneration for each RAO UES Ordinary Share 3.5168944927650000 preferred shares in the FSK for each RAO UES Preferred Share SibenergoHolding 0.9662481705706150 ordinary shares in SibenergoHolding for each RAO UES Ordinary Share 0.9662481705706150 preferred shares in SibenergoHolding for each RAO UES Preferred Share 10 • be entitled to a number of ordinary and preferred shares in the State Holdcos, the Minority Holdcos and the Shareholder Holdcos pro rata to the number of RAO UES Ordinary Shares and RAO UES Preferred Shares, respectively, (or, in the case of Minority Holders of RAO UES DRs, represented by such RAO UES DRs) held by such holder on the Spin-Offs Record Date, with the number of ordinary and preferred Holdco Shares to which the other RAO UES shareholders are entitled being adjusted accordingly; • upon the cancellation of the ordinary and preferred shares in the State Holdcos, the Minority Holdcos and InterRAO Holding, receive or, in the case of the Minority Holders of RAO UES DRs, be entitled to, a number of Subsidiary Shares, calculated on the following basis: Exchange of Shares in Minority FSK Holding and State Holding for Shares in the FSK The FSK 22.7734299924221000 ordinary shares in the FSK for each RAO UES Ordinary Share 20.8559071870602000 ordinary shares in the FSK for each RAO UES Preferred Share Exchange of Shares in Minority HydroOGK Holding and State HydroOGK Holding for Shares in HydroOGK HydroOGK 4.5042344361292300 ordinary shares in HydroOGK for each RAO UES Ordinary Share 4.1249778966071600 ordinary shares in HydroOGK for each RAO UES Preferred Share Exchange of Shares in Minority Holdcos for Shares in the Gencos OGKs 0.3111680046437920 ordinary shares in OGK-1 for each RAO UES Ordinary Share 0.2849676586527860 ordinary shares in OGK-1 for each RAO UES Preferred Share 0.1619852376387550 ordinary shares in OGK-2 for each RAO UES Ordinary Share 0.1483460806295720 ordinary shares in OGK-2 for each RAO UES Preferred Share 0.1330715330825430 ordinary shares in OGK-3 for each RAO UES Ordinary Share 0.1218669099969930 ordinary shares in OGK-3 for each RAO UES Preferred Share 0.3323079947927110 ordinary shares in OGK-4 for each RAO UES Ordinary Share 0.3043276616311660 ordinary shares in OGK-4 for each RAO UES Preferred Share 0.1887825895738680 ordinary shares in OGK-6 for each RAO UES Ordinary Share 0.1728870955317470 ordinary shares in OGK-6 for each RAO UES Preferred Share TGKs 12.3666215254615000 ordinary shares in TGK-1 for each RAO UES Ordinary Share 11.3253519930176000 ordinary shares in TGK-1 for each RAO UES Preferred Share 4.1993453445427100 ordinary shares in TGK-2 for each RAO UES Ordinary Share 3.8457604665322100 ordinary shares in TGK-2 for each RAO UES Preferred Share 0.1086748829074820 ordinary shares in Mosenergo for each RAO UES Ordinary Share 0.0995244577666725 ordinary shares in Mosenergo for each RAO UES Preferred Share 5.1317297710541400 ordinary shares in TGK-4 for each RAO UES Ordinary Share 4.6996381243313700 ordinary shares in TGK-4 for each RAO UES Preferred Share 4.9572012870321500 ordinary shares in TGK-6 for each RAO UES Ordinary Share 4.5398049386640400 ordinary shares in TGK-6 for each RAO UES Preferred Share 0.1081647353636870 ordinary shares in Volzhskaya TGK for each RAO UES Ordinary Share 11 0.0990572646460649 ordinary shares in Volzhskaya TGK for each RAO UES Preferred Share 5.5835923367304100 ordinary shares in SGK TGK-8 for each RAO UES Ordinary Share 5.1134538619777100 ordinary shares in SGK TGK-8 for each RAO UES Preferred Share 21.7795875431269000 ordinary shares in TGK-9 for each RAO UES Ordinary Share 19.9457462719956000 ordinary shares in TGK-9 for each RAO UES Preferred Share 0.4757893988635290 ordinary shares in TGK-10 for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0028662011917720 for each RAO UES Ordinary Share) 0.4357279314792190 ordinary shares in TGK-10 for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0026248670514248 for each RAO UES Preferred Share) 2.0009952110475800 ordinary shares in TGK-11 for each RAO UES Ordinary Share 1.8325114142773800 ordinary shares in TGK-11 for each RAO UES Preferred Share 0.2261270538413420 ordinary shares in Kuzbassenergo for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0022612705384134 for each RAO UES Ordinary Share) 0.2070871559079020 ordinary shares in Kuzbassenergo for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0020708715590790 for each RAO UES Preferred Share) 0.5573974390126760 ordinary shares in Eniseyskaya TGK for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0000246178535029 for each RAO UES Ordinary Share) 0.5104645746478100 ordinary shares in Eniseyskaya TGK for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0000225450302380 for each RAO UES Preferred Share) 3.1418960451389000 ordinary shares in TGK-14 for each RAO UES Ordinary Share 2.8773483981382100 ordinary shares in TGK-14 for each RAO UES Preferred Share Exchange of Shares in InterRAO Holding for Shares in Sochinskaya TES InterRAO 41.8643489213398000 ordinary shares in Sochinskaya TES for each RAO UES Ordinary Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0041864348921340 for each RAO UES Ordinary Share) 38.3393707421631000 ordinary shares in Sochinskaya TES for each RAO UES Preferred Share (subject to the planned share-split occurring prior to the Reorganization Date, or if such share-split does not occur, 0.0038339370742163 for each RAO UES Preferred Share) • and continue to own the same number of RAO UES Shares as such 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. On September 12, 2007, the State Duma adopted the Federal Law ‘‘On Introducing Amendments to the Federal Law ‘‘On the Specifics of Electric Power Industry Functioning during the Transition Period, Introduction of Amendments of Certain Legislative Acts of the Russian Federation, and Repeal of Certain Legislative Acts of the Russian Federation due to the Adoption of the Federal Law ‘‘On the Electric Power Industry’’ (the ‘‘September 12 Amendment’’), which if approved by the Federation Council and the President, will modify the originally proposed treatment of Dissenting Holders with 12 respect to the distribution of shares to Dissenting Holders described above. Accordingly, if the September 12 Amendment is approved, RAO UES shareholders who do not participate in the vote on the Spin-Offs proposals will receive a distribution of Holdco Shares and Subsidiary Shares as if they had voted for the Spin-Offs and thus will be deemed excluded from the term ‘‘Dissenting Holders’’ as used in this Information Statement with respect to the distribution of Holdco Shares and Subsidiary Shares. The Download 4.8 Kb. Do'stlaringiz bilan baham: |
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