25 Jun 2018 08:06
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE ACCESSING THESE MATERIALS IS UNLAWFUL.
The information contained in the following materials is restricted and is not for release, publication to, distribution in, or into the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful.
The information contained herein does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities of PJSC "RusHydro" (the "Company" and the "Shares", as applicable) or rights to subscribe for Shares in the United States or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.
The offer of the Shares has not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of Australia, Canada, Japan or the United States and the Shares may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. No public offering or sale of the Shares is being made in the United States. The Shares offered outside the United States are being offered in reliance on Regulation S under the Securities Act.
The information contained herein is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons"). The information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In the European Economic Area ("EEA"), the information contained herein is only directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors").
The information contained herein must not be acted upon in any member state of the EEA by persons who are not Qualified Investors. Any investment or investment activity to which the information herein relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors made a decision to place additional shares.
1. The issuer's management body that made the decision on the securities offering and the decision-making method (type of general meeting: annual or extraordinary), if the issuer's management body that made the decision to offer the securities is the Issuer's General Meeting of Participants (Shareholders), and form of voting (joint presence or absentee voting): RusHydro Board of Directors, meeting in the form of joint presence.
2. Date and time of the meeting of the Issuer's competent body where the decision on the securities offering was made: the meeting of the Board of Directors was held on June 21, 2018, at the address: 7 Malaya Dmitrovka St., Moscow.
3. Date and number of the minutes of the meeting of the Issuer's competent management body where the decision on the securities offering was made: Minutes of the meeting of the Board of Directors No. 272 dated June 22, 2018.
4. Quorum and voting results on the adoption of the decision to offer securities:
A quorum was present; all elected members of the Board of Directors took part in voting. In accordance with Clause 8.6 of the Regulation on the Procedure for Convening and Holding Meetings of the Board of Directors of PJSC «RusHydro», the quorum and the voting results on the agenda items were determined taking into account the written opinions of members of the Company's Board of Directors who were absent at the meeting of the Company's Board of Directors.
Voting results on the item: FOR: 13, AGAINST: 0, ABSTAINED: 0.
Resolution adopted.
5. Complete wording of the securities offering decision:
To increase the authorized capital of RusHydro by way of placing additional registered ordinary uncertificated shares in the amount of 14,013,888,828 shares with a par value of 1 ruble each, for a total amount (at par value) of RUB 14,013,888,828 on the following conditions:
Placement method: open subscription.
Offering price of additional shares of RusHydro (inter alia, upon exercising the preemptive right to acquire additional shares): one (1) ruble 00 kopecks for one (1) additional registered ordinary uncertified share.
Form and procedure of payment for additional shares: shares shall be paid for with money in Russian rubles, in noncash form.
6. Assignment of the preemptive right to purchase securities to the issuer's shareholders (participants) and/or to other persons:
In accordance with Articles 40 and 41 of the Federal Law "On Joint-Stock Companies," holders of the Issuer's ordinary shares that have been included in the list of persons holding a preemptive right to acquire additional shares shall hold a preemptive right to acquire the Issuer's additional shares in an amount proportional to the number of the Issuer's ordinary shares belonging to them.
7. If the issuance of securities involves the registration of a securities prospectus (provision of a securities prospectus to the exchange), information on that fact: the state registration of an additional issue of securities shall be accompanied by the registration of a Securities Prospectus.
About RusHydro
RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 70 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 39.0 GW, heat capacity - 16.2 thousand GCal/h.
Russian Federation owns 60.6% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on Moscow Exchange (MOEX), and included in MSCI EM и MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.
For more information:
Investor Relations Department
Tel. +7 (495) 225 3232 ext. 1607, 1319, 1304
ir@rushydro.ru