Moscow. 30 July 2008. As of the books closed date, 6 July 2008, about 6% of RAO
UES shares were traded as Depositary Receipts under the following programs:
% of RAO UES Capital
Reg S GDR
The Bank of New York
Level 1 ADR (common)
Deutsche Bank Trust Company Americas
Level 1 ADR (preferred)
Deutsche Bank Trust Company Americas
Under the applicable laws, the DR holders were asked to elect a form in which they wish
to receive assets of the companies spun off from RAO "UES of Russia", i.e.
shares, DRs representing shares in the RAO UES successor companies or proceeds from the
sale of spin-off energy companies' shares they are entitled to.
During the period up to 7 July 2008, the RAO UES depositary banks (Deutsche Bank Trust
Company and The Bank of New York) and the clearing and settlement providers (Euroclear,
Clearstream, DTC) reviewed the Election Packages containing information about the election
made by DR holders in respect of each company spun off from RAO "UES of Russia".
However, the above possibilities are limited for certain spin off companies*.
According to the depositary banks, the Election Packages were received from more than
90 percent of the Company's DR holders.
Most DR holders elected to receive local shares in the spin-off companies. This option
was elected by 59 percent of RAO UES DR holders, except for the following:
OAO "SGC TGC-8", 83 percent of all RAO UES DRs;
RAO "Energy Systems of the East", about 83 percent;
OAO "IDC Holding", about 78 percent;
OAO "INTER RAO UES", about 38 percent;
OAO "UES FGC", about 37 percent;
OAO "RusHydro" – about 32 percent.
The stakes to be sold by the depositary banks (if a DR holder of RAO "UES of
Russia" expressly elected to receive proceeds from the sale of the spin-off shares
they are entitled to or failed to submit the Election Packages in due time) made about
13-14 percent of the stake held by the Company's DR holders. The only exception was OAO
"Yeniseyskaya TGC" with 21.5 percent.
Holders of about 27 percent of RAO UES DRs elected to take new DRs of most of the
spin-off energy companies, except for OAO "RusHydro" (about 55 percent), OAO
"Inter RAO (about 49 percent), OAO "FGC UES" (about 49 percent), OAO
"Yeniseyskaya TGC" (about 19 percent), OAO "IDC Holding" (about 9
percent), OAO "TGC-10" (about 4 percent), and RAO "Energy Systems of the
East" (about 4 percent).
According to the depositary banks, process is currently underway to allocate shares and
DRs representing the shares in the companies which launched their respective DR programes.
RAO UES DR holders are expected to receive shares and DRs of most spin-off energy
companies by the end of July 2008. Shares in the energy companies established on 1 July
2008 (OAO "IDC Holding" and OAO "RAO Energy Systems of the East") will
be received by foreign investors in November 2008, and DRs representing shares in these
companies will be received in January 2009. This is due to the statutory periods set for
the listing and other procedures of such companies.
The process to sell the spin-off companies' shares distributable to the RAO UES DR
holders who elected against receiving the shares or failed to submit their Election
Packages may take three to six months.
* Specifically, there will be no DRs of OAO "SGC TGC-8", as the company
decided against establishing a Depositary Receipts program. Because of that, the company's
DR holders may only receive shares in OAO "SGC TGC-8" or proceeds from the sale
of these shares.
Also, RAO UES ADR and GDR holders will not be able to receive DRs and shares in OAO
"TGC-11" due to the fact that the spin off company (OAO "TGC-11
Holding") did not complete its merger with and into OAO "TGC-11". In this
case, RAO UES ADR and GDR holders will receive the proceeds from shares they are entitled