RAO UES of Russia Determines Preliminary Results of Sale of TGC-4 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. Today, the RAO UES Tender Commission determined
the price for the sale of shares in OAO "TGC-4"* owned by RAO "UES of
Russia", which are attributable to the government stake.
Upon review of the bids, the Tender Commission determined the winning
bid, which was submitted by UNEXIM Holdings Limited.
UNEXIM Holdings Ltd. offered RUB0.0270 per ordinary share, or US$598
per kW of installed capacity (taking into account the company's net debt).
The TGC-4 Board of Directors will need to determine the price for the
additional offering of the company's shares. As provided by the resolutions previously
adopted by the Board of Directors of RAO "UES of Russia"**, the TGC-4's share
offering and sale of the "government-stake" shares will be carried out using the
The final quantity of additional shares in TGC-4 to be issued to UNEXIM
Holdings Ltd. will be determined after the TGC-4 shareholders exercise their pre-emption
right on the additional shares.
As a result of sale of the "government stake" shares in
TGC-4, RAO UES will raise about RUB12 billion in funds, or more than $500 million.
After the sale of the "government stake" and the offering of
586 billion shares of TGC-4, RAO UES will hold 11% of TGC-4. This stake will be
distributed among the RAO UES minority shareholders during the final phase of the
The funds raised by TGC-4 as a result of the share offering will be
used to expand its generation capacity in accordance with the company's investment
programme for the period until 2012. The list of the company's key projects to be
implemented includes construction and revamping of power units at the Lipetskaya CHPP-2,
Dyagilevskaya CHPP, Novomoskovskaya TPP, Voronezhskaya CHPP-2, Kurskaya CHPP-2, and
Livenskaya CHPP. The proceeds from the sale of the "government stake" shares in
TGC-4 will be used to finance the investment programme of Federal Grid Company.
To date, additional share offerings have been completed at 15 WGCs and
TGCs. These are WGC-2, WGC-3, WGC-4, WGC-5, WGC-6, TGC-1, TGC-2, Mosenergo (TGC-3), TGC-5,
Volzhskaya TGC (TGC-7), SGC TGC-8, TGC-9, TGC-10 and Kuzbassenergo (TGC-12). The total
amount of funds raised through the share offerings made RUB411.64 billion. These
funds will be used to finance the generation companies' investment projects.
Another RUB337.06 billion in private investments was raised as a
result of sale of the "government stake" shares in 9 generation
companies—WGC-3, WGC-4, TGC-1, TGC-2, Mosenergo (TGC-3), TGC-4, SGC TGC-8, TGC-9 and
TGC-10, as well as the "blocking stake" (25 percent plus one share) in WGC-5.
The proceeds from the sale of "government stake" shares will be used to finance
the investment programmes of FGC and HydroWGC.
Thus, taking into account the sale of the "government stake"
and the forthcoming additional share offering of TGC-4, as well as the preliminary results
of the share offering and sale of the "government stake" in TGC-13, the total
amount of private investments raised for the Russian electricity sector will reach nearly RUB790
*OAO "TGC-4" was registered on 20 April 2005. The
company's authorized capital is RUB13.96 billion, of which 47.32 percent is held by RAO
"UES of Russia" (voting shares: 50.01 percent). The 10 branches of OAO
"TGC-4"— 25 power plants with the aggregate installed capacity of 3,377.8 MW
of electricity and 17,741.4 Gcal/h of heat; 664 boiler plants, with the heating networks
5,332.7 km long.
**On 27 July 2007, the Board of Directors of RAO "UES of
Russia" approved the revised plan for the preparation and offering of TGC-4 shares.
The maximum number of ordinary shares authorized for issuance is 586,000,000 shares,
RUB0.01 par value each (which makes 42 percent of the authorized capital of OAO
"TGC-4" prior to the offering, and 29.6 percent after the offering).
This announcement is not for publication or
distribution in the United States. This press release is not an offer of any securities of
OAO "TGC-4" for sale into the USA. No securities of OAO "TGC-4" may be
offered or sold in the United States unless they are registered under the US Securities
Act of 1933 or are exempt from registration under the Securities Act. OAO
"TGC-4" has not registered and does not intend to register any of its securities
in the United States or conduct a public offering of its securities in the United States.
This document does not constitute an invitation or inducement to engage
in investment activity within the meaning of the UK Financial Services and Markets Act
2000. To the extent that this document induces to engage in investment activity, this
announcement is directed only at (i) persons who are outside the United Kingdom or (ii)
persons who are investment professionals within the meaning of article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net
worth entities and other persons to whom it may otherwise lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being referred to as
"relevant persons"). The securities are available only to, and any invitation or
offer may be directed at, or any agreement to subscribe for, purchase or otherwise
acquire, any shares will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any of its contents.
In any EEA member state that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any member state, the
"Prospectus Directive"), this announcement should not be construed as an
invitation or inducement to engage in investment activity within the meaning of the
Prospectus Directive. To the extent that this announcement induces to engage in investment
activity, it is only addressed to and directed at persons in that member state who are
qualified investors within the meaning of the Prospectus Directive (or who are other
persons to whom the announcement may lawfully be addressed) and must not be acted on or
relied on by other persons in that member state.
This announcement is not a public offer or advertisement of securities
in the Russian Federation, and is not an offer, or an invitation to make offers, to
purchase any securities in the Russian Federation.