Yeniseyskaya TGC Sets Offering Price for its Shares
Information in this part of the press release is not intended for
distribution in Australia, Canada, Japan or the United States of America.
Moscow, 7 April 2008. The Board of Directors of OAO
"Yeniseyskaya TGC" (TGC-13) set the price for the offering of the company's
additional shares at RUB0.21 per share. The offering price was set taking into account the
recommendations given by the banks acting as financial advisors and the result of review
of the book of orders.
The Board of Directors of RAO "UES of Russia" resolved on 31
August 2007 that the "government stake" shares in Yeniseyskaya TGC are to be
sold at the same price.
Importantly, for the first time in the course of offerings and sales of
shares in thermal generation companies, the "government stake" shares in
Yeniseyskaya TGC will be offered for sale to a broad range of financial investors
simultaneously with the issue of the additional shares.
Yeniseyskaya TGC will offer, both in Russia and outside the USA**,
30,204,428,000 additional shares having a par value RUB0.01 each, which makes 18.95
percent of the company's authorized capital after the offering.
RAO "UES of Russia" will offer for sale 22,718,462,034
existing shares in Yeniseyskaya TGC, or 14.25 percent of the authorized capital after the
The price of the new and existing shares is approximately 8 percent
higher the prices of the company's shares (based on the MICEX prices at the close of
business on the previous trading day).
As a result of sale of the "government stake" shares in the
company, RAO UES will raise RUB4.77 billion, or more than $202 million, in
funds from private investors. The proceeds from the share offering which may be received
by Yeniseyskaya TGC will make RUB6.34 billion, or $269 million.
Thus, the total amount of funds expected to be raised from the
additional share issue and the sale of the "government stake" shares in
Yeniseyskaya TGC will make about RUB11.11 billion, or more than $471 million.
Yeniseyskaya TGC will use the proceeds from the share offering to
finance the construction of new generation capacity and modernize and replace the existing
capacity, and the proceeds from the sale of the "government stake" shares will
be used to cover the shortfall in the HydroWGC's investment programme.
After the new share offering and the sale of the "government
stake" shares, the interest held by RAO "UES of Russia" in Yeniseyskaya
TGC-13 will decline from 56.47 percent to at least 31.51 percent. In the course of the
final phase of the RAO UES reorganization, its remaining shares in Yeniseyskaya TGC will
be distributed among the minority shareholders of RAO "UES of Russia".
* OAO "Yeniseyskaya TGC (TGC-13)" was established in 2006
as a result of consolidation of the generation assets in the Krasnoyarsk Kray and the
Republic of Khakassia. The company's total installed capacity is 2548 MW of electricity
and 7117 Gcal/h of heat. Today, Yeniseyskaya TGC is one of the major producers of
electricity and heat in the region. Shares of Yeniseyskaya TGC are traded on the RTS and
MICEX stock exchanges.
** In accordance with Regulation S under the U.S. Securities Act of
This press release is not an offer of securities for sale in the United
States of America. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933 (as amended). Yeniseyskaya TGC has not
has not registered, and does not intend to register, any portion of the offering in the
United States, and Yeniseyskaya TGC does not intend to conduct a public offer of shares in
the United States.
This communication and any offer specified herein (if such offer is
made at a later date) is only addressed to and directed at persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC). This announcement is
only directed at persons in the United Kingdom (i) who have professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii) that are
high net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as “relevant persons”). This announcement is intended only for relevant
persons and is not intended to be made available to any other person in the United
Kingdom. Any person who is not a relevant person should not act or rely on this
communication or any of its contents. Any investments or investment activity to which this
communication relates are available only to relevant persons and will only be engaged in
by such persons. Any persons not falling within the definition of a relevant person may
not act or rely on this presentation or any of its contents.
Neither this presentation nor any copy of it may be taken or transmitted, or otherwise
distributed in the territory the United States, Canada, Australia or Japan, or into or
from (c) the territory of said states or resident, national or any other person in any of
the above jurisdictions. This announcement does not constitute an offer or part of an
offer, or an invitation to sell or issue, or subscribe or otherwise acquire any shares in
Yeniseyskaya TGC or any other securities; they, or any part thereof, or the fact of their
distribution or transmission, do not constitute ground for the emergence of any agreement
or obligation or decision to make investments. The offer and the distribution of this
communication and other information in connection with the listing and offer in certain
jurisdictions may be restricted by law and persons into whose possession any document or
other information referred to herein comes should inform themselves about and observe any
such restriction. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdiction.
The securities of Yeniseyskaya TGC have not been and will not be registered under the
applicable securities laws of Canada, Australia or Japan, and subject to certain
exceptions, may not be offered or sold within Canada, Australia or Japan, or to any person
in Canada, Australia or Japan, or to or for the account or benefit of any such persons,
except where such offer or sale is conducted in full compliance with applicable law and
acts adopted by the relevant regulatory authorities during the period of time concerned.
These materials do not constitute a solicitation of offers to purchase securities in
the Russian Federation. Resolutions authorizing securities issuance and the relevant
prospectus were registered with the FSFM of Russia on 27 December 2007 and 21 February
ABN AMRO Bank N.V. and Renaissance Securities (Cyprus) Limited act on behalf of the
Company and RAO UES and no one else, and are not to be held liable for the contents of
this document. They will not regard any person (whether or not a recipient of this
announcement) as their client and will not be responsible to anyone other than
Yeniseyskaya TGC and RAO "UES of Russia" for providing the protections afforded
to their clients nor for giving advice in relation to the offering, the contents of this
announcement or any transactions or arrangements referred to in this announcement.
Forward Looking Statements
Some statements in this announcement constitute forward-looking statements. The forward
looking statements include statements in respect of intentions, opinions and current
expectations of the company and its officers regarding various matters. Yeniseyskaya TGC
endeavoured to identify such forward-looking statements by using words such as
"may", "will", "should", "expects",
"intends", "estimates", "assumes", "plans",
"believes", "endeavours", "anticipates",
"continues" and words of similar meaning or the negative thereof those words.
These forward-looking statements are not promises or guarantees of future performance
and involve risks and uncertainties which could cause the actual performance of
Yeniseyskaya TGC to differ materially from the results predicted by any such forward
looking statement. Such risks and uncertainties include, but are not limited to, the risks
and uncertainties described in the documents available to the general public.
The forward looking statements are made only as of the date hereof. Yeniseyskaya TGC
hereby expressly states that it does not have or undertake any obligation to update or
revise any forward-looking statements or disclose any changes in the forecasts of
Yeniseyskaya TGC or any events, conditions or circumstances on which such forward looking
statements are based.