Moscow, Russian Federation September 21, 2007
Regulatory filings, approvals and consents
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- If the FAS approval for the mergers with respect to the State Holdcos, the Minority Holdcos and InterRAO Holding is not obtained, the merger of such Holdcos into their respective
- Dissenting and non-voting shareholders’ and DR holders’ redemption rights
- Shareholders marking the ‘‘abstain’’ box on voting ballots are not considered to be ‘‘non-voting’’ within the meaning of Russian law, and
- Holders of RAO UES DRs marking the ‘‘abstain’’ box on voting ballots are not considered to be ‘‘non-voting’’ within the meaning of Russian law, and accordingly, holders of RAO UES
- The September 12 Amendment will not affect the redemption rights of RAO UES shareholders, which will be available to all holders of RAO UES Shares
- Rubles per U.S. dollar For each year from January 1, 2003 to December 31, 2006 and for the six months ended June 30, 2007 High Low
- Rubles per U.S. dollar Months High Low
- SELECTED HISTORICAL FINANCIAL INFORMATION OF THE RAO UES GROUP
Regulatory filings, approvals and consents Promptly following the EGM Date, shareholders’ resolutions adopted at the EGM will be announced by Interfax in its news wire services, including Interfax-Dealing, published on RAO UES’ website at http://www.rao-ees.ru/ru and in the newspapers Moskovskaya Pravda and Izvestiya and, in accordance with the requirements of Russian law, will be published in the journal Prilozheniye k Vestniku Federalnoi Sluzhby po Finansovym Rynkam. Following the EGM, the relevant Subsidiaries, as required by applicable law, will have to obtain an approval by the FAS of the applicable merger with respect to the State Holdcos, the Minority Holdcos and InterRAO Holding. If the FAS approval for the mergers with respect to the State Holdcos, the Minority Holdcos and InterRAO Holding is not obtained, the merger of such Holdcos into their respective Subsidiaries will not occur, and such Holdcos will be created and continue to exist without being merged into the relevant Subsidiaries. In addition, as discussed above, the creation of the Holdcos, as well as, if applicable, their termination and merger with the relevant Subsidiaries, will be required to be recorded in the USRLE. There can be no assurance that any such registration will be granted or received on a timely basis. Dissenting and non-voting shareholders’ and DR holders’ redemption rights Under Russian law, RAO UES shareholders entitled to vote at the EGM who either vote against the Spin-Offs or do not vote on the Spin-Offs proposals may elect during the Redemption Election Period to have RAO UES redeem their Shares if the Spin-Offs are approved. Shareholders marking the ‘‘abstain’’ box on voting ballots are not considered to be ‘‘non-voting’’ within the meaning of Russian law, and accordingly shareholders marking the ‘‘abstain’’ box will not be able to exercise redemption rights if the Spin-Offs are approved. Holders of RAO UES Shares who wish to exercise their redemption rights must surrender their shares to RAO UES during the Redemption Election Period. Within the 30 calendar day period following the end of the Redemption Election Period, RAO UES will redeem any RAO UES Shares surrendered by holders of RAO UES Shares, including any shares surrendered by any Depositary on behalf of holders of RAO UES DRs in accordance with the procedure described below, at a price of RUB 32.15 per RAO UES Ordinary Share and RUB 29.44 per RAO UES 100 Preferred Share. In accordance with the requirements of Russian law, this price has been set by the Board of Directors of RAO UES, based on the market price (without taking into account the effect, if any, on the market price of RAO UES’ actions resulting in the redemption rights) as determined by ZAO Deloitte & Touche CIS, an independent appraiser. Under Russian law, RAO UES may use no more than 10% of its net assets, determined as of the EGM Date, to redeem RAO UES Shares. For purposes of illustration, based on the net assets of RAO UES as at June 30, 2007, the redemption limit equaled RUB 109 billion, meaning that, if the EGM had been held on June 30, 2007, RAO UES would have been entitled to redeem approximately 8% of the RAO UES Ordinary Shares issued and outstanding. RAO UES will pay the price of the redeemed RAO UES Shares in rubles. Payment for the redeemed RAO UES Shares surrendered to RAO UES by the Depositaries on behalf of RAO UES DR holders will be made to the Relevant Depositary. The Relevant Depositary will pay those proceeds to the corresponding Redemption Agent, which will effect the conversion of the ruble proceeds into U.S. dollars, using the then-prevailing market rate, and will then, as soon as reasonably practicable, distribute the funds through DTC, Euroclear and Clearstream, as applicable, to the former holders of the RAO UES DRs, net of fees and charges of, and expenses incurred by, the Relevant Depositary and Redemption Agent in connection with the surrender of the RAO UES DRs and the RAO UES Shares represented by RAO UES DRs, including, but not limited to, any costs of conversion, taxes or governmental charges with respect to such distribution. The payment of funds to RAO UES DR holders may be delayed due to Russian currency control, banking and securities regulations or practices and may be prevented if there is a change in such regulations or practices. In addition, the holders of the RAO UES DRs will be taking credit risk on the Relevant Depositary for the receipt of funds. Pursuant to applicable Russian law and regulation, shareholders of record will receive information (in the form of a notice) regarding the procedures and time limits of the redemption process together with other materials that will be distributed in connection with the EGM. In the event that holders surrender more RAO UES Shares than RAO UES is permitted to redeem, surrendered Shares will be redeemed on a pro rata basis. Pursuant to Russian corporate law, all redeemed RAO UES Shares will be held by RAO UES as treasury shares. RAO UES expects to finance the costs of any redemption of RAO UES Shares with its own resources and, to the extent necessary, with borrowings. The redeemed RAO UES Shares are required to be sold by RAO UES within one year after their purchase. Otherwise, upon the expiration of this term, RAO UES will be required to cancel those redeemed RAO UES Shares and, consequently, reduce its share capital for the aggregate par value of cancelled shares. Redemption rights will also be available to holders of RAO UES DRs, subject to applicable law. As soon as reasonably practicable following the EGM Date, holders of RAO UES DRs who either instruct the Relevant Depositary to vote against the Spin-Offs or do not give the Relevant Depositary voting instructions with respect to the Spin-Offs proposals will, subject to applicable law and regulation, be provided with materials from the relevant Redemption Agent detailing the procedures to be followed if such holders wish to exercise their redemption rights and appointing the relevant Redemption Agent to act on their behalf. Holders of RAO UES DRs marking the ‘‘abstain’’ box on voting ballots are not considered to be ‘‘non-voting’’ within the meaning of Russian law, and accordingly, holders of RAO UES DRs marking the ‘‘abstain’’ box will not be able to exercise redemption rights if the Spin-Offs are approved. Holders who elect to exercise their redemption rights will be required to deliver redemption requests in respect of their RAO UES DRs to the relevant Redemption Agent on or prior to November 30, 2007. Holders of RAO UES DRs who elect to exercise their redemption rights should follow the instructions regarding the exercise of such rights included in the redemption materials. Holders of RAO UES DRs should ensure that all required certifications for eligibility are duly executed and returned to the relevant Redemption Agent. Each Redemption Agent will calculate the number of RAO UES DRs presented for redemption, surrender that number of RAO UES DRs to the Relevant Depositary and instruct the Relevant Depositary to instruct its custodian in Russia to deliver the equivalent number of RAO UES Shares to RAO UES for redemption. Upon receipt of the cash proceeds from RAO UES, the Redemption Agents will distribute the net proceeds, as applicable, net of fees and charges of, and expenses incurred by, the Relevant Depositary and the Redemption Agent in connection with the surrender of RAO UES DRs and of RAO UES Shares represented by RAO UES DRs, including, but 101 not limited to, any costs of conversion, taxes or governmental charges with respect to such distribution to the RAO UES DR holders who surrendered RAO UES DRs for redemption. HOLDERS OF RAO UES SHARES AND RAO UES DRs MAY BE SUBJECT TO TAX CONSEQUENCES ARISING FROM A REDEMPTION OF SHARES, INCLUDING RUSSIAN WITHHOLDING TAX ON ANY CAPITAL GAIN REALIZED. HOLDERS OF RAO UES SHARES AND RAO UES DRs SHOULD CONSULT WITH THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THE REDEMPTION ARISING UNDER FOREIGN, STATE AND LOCAL LAWS. SEE ‘‘CERTAIN TAX CONSEQUENCES’’. 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 • 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 102 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 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) 103 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. If the September 12 Amendment is approved by the Federation Council and the President, 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 September 12 Amendment will not affect the redemption rights of RAO UES shareholders, which will be available to all holders of RAO UES Shares and RAO UES DRs that vote against or do not vote on the Spin-Offs proposals. 104 EXCHANGE RATES Exchange rate policy is formulated by the Russian government in consultation with the CBR and is implemented by the CBR. The CBR sets the official exchange rate on the basis of the market exchange rate and its efforts continue to be aimed at smoothing excessive short-term fluctuations in the U.S. dollar-ruble exchange rate and supporting Russia’s international reserves. The following tables show, for the periods indicated, certain information regarding the exchange rate between the ruble and the U.S. dollar, based on the official exchange rate quoted by the CBR. These rates may differ from the actual rates used in the preparation of the financial statements appearing in this Information Statement. Rubles per U.S. dollar For each year from January 1, 2003 to December 31, 2006 and for the six months ended June 30, 2007 High Low Average (1) Period end 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.88 29.25 30.67 29.45 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.45 27.75 28.81 27.75 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.00 27.46 28.31 28.78 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.48 26.18 27.14 26.33 six months ended June 30, 2007 . . . . . . . . . . . . . . . . . . . . 26.58 25.69 26.07 25.82 (1) The average of the exchange rates on each day of each full month during the relevant period. Rubles per U.S. dollar Months High Low January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.58 26.45 February 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.55 26.16 March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.24 25.97 April 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.01 25.69 May 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.92 25.73 June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.05 25.78 July 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.73 25.78 August 2007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.84 25.34 The exchange rate between the ruble and the U.S. dollar on September 1, 2007 was RUB 25.6262 per USD 1.00. The RAO UES Group’s and the Subsidiaries’ measurement currency is the ruble, as it reflects the economic substance of the RAO UES Group’s and the Subsidiaries’ underlying events and circumstances. Solely for the convenience of the reader, and except as otherwise specified, this Information Statement contains translations of ruble amounts into U.S. dollars amounts as follows: • the financial information related to the results of operations and cash flows for the periods presented have been translated at the average exchange rates during the corresponding period; and • the financial information related to the financial condition of the RAO UES Group and the Subsidiaries at the end of a reporting year is translated using the official exchange rate quoted by the CBR on that date. No representation is made that the ruble or the U.S. dollars amounts in this Information Statement could have been converted into U.S. dollars or rubles, as the case may be, at any particular rate or at all. The ruble is generally not convertible outside Russia. A market exists within Russia for the conversion of rubles into other currencies, but the limited availability of other currencies may tend to distort their values relative to the ruble. No representation is also made on whether such translation was made in accordance with accounting principles applicable to the financial statements of the RAO UES Group and the Subsidiaries included in this Information Statement or elsewhere. 105 SELECTED HISTORICAL FINANCIAL INFORMATION OF THE RAO UES GROUP The table below shows historical financial information of the RAO UES Group as at and for the years ended December 31, 2006, 2005, 2004, which are extracted from the RAO UES Group’s IFRS consolidated financial statements for those periods (which are available in their entirety on RAO UES’ website), except for the restatement adjustments made in respect of: • accounting of the acquisition of ZAO Moldavskaya GRES. In 2005, ZAO Moldavskaya GRES was acquired. As no valuation was performed prior to the acquisition, the fair values of assets and liabilities of the entities as at the date of acquisition were determined on a provisional basis by the RAO UES Group. During 2006, the final fair value assessment of ZAO Moldavskaya GRES was performed by an independent appraiser, Deloitte & Touche CIS. As a result of the valuation, the final fair value of net identifiable assets as at the acquisition date has been increased. The excess of the RAO UES Group’s interest in the fair value of assets and liabilities in the amount RUB 2,139 million was recognized in the RAO UES Statement of Operations in Other operating income. As a consequence of the adjustment, the Balance Sheet, Statement of Operations, Statement of Cash Flows and Statement of Changes in Equity as at and for the year ended December 31, 2005 were adjusted to reflect the finally-determined values from the date of the acquisition. • advances to construction companies and suppliers of property, plant and equipment. Before 2006, the RAO UES Group accounted for advances to construction companies and suppliers of property, plant and equipment as part of other Non-current assets. In 2006, RAO UES management decided that such advances should be disclosed as part of Property, plant and equipment. The balance sheet as at December 31, 2005 and 2004 were adjusted to reflect the change in treatment. Consequently, RUB 13,195 million of advances to constructors were reclassified from other Non-current assets to Property, plant and equipment, with a simultaneous reclassification of the RUB 2,375 million of related VAT from other Non-current assets to VAT recoverable in the balance sheet as at December 31, 2005. Similar adjustments of RUB 14,422 million and RUB 2,884 were made to the balance sheet as at December 31, 2004. The information presented in Selected Consolidated Cash Flow Data was also adjusted. • value added tax recoverable. During 2005, the RAO UES Group reassessed the amount of value added tax recoverable that was expected to be reclaimed more than 12 months after the balance sheet date, and reclassified RUB 6,878 million from Other current assets to Other non-current assets in the balance sheet as at December 31, 2004. This adjustment was made in the 2005 financial statements, which include 2004 comparatives, but not in the 2004 financial statements. The information presented here is consistent with the 2005 financial statements. The selected financial data should be read in conjunction with the ‘‘Operating and Financial Review of the RAO UES Group’’ and the RAO UES Group’s consolidated financial statements (including the notes thereto) that are available in their entirety on the RAO UES’ website. The RAO UES Group’s audited consolidated financial statements have been prepared in accordance with IFRS since 1999. They differ in certain significant respects from U.S.GAAP and RAS. For a discussion of certain differences between U.S. GAAP and IFRS as they relate to the RAO UES Group, see ‘‘Summary of Certain differences between U.S. GAAP and IFRS’’. For a discussion of certain differences between IFRS and RAS as they relate to the RAO UES Group, see ‘‘Summary of Certain Differences Between RAS and IFRS’’ included in Exhibit II. 106 |
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