28 Aug 2018 07:54
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.
CBR registered additional issue of RusHydro's shares
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Bank of Russia registered additional issue of 14,013,888,828 ordinary shares of RusHydro (state registration number 1-01-55038-E-043D of August 27, 2018) with a par value of RUB 1 per share and the Securities Prospectus. The shares will be placed through open subscription.
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 having a preemptive right to acquire additional shares shall have 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.
The record date of preemptive right in regards to shares of RusHydro's additional issue July 2, 2018.
The offering price of securities is one (1) ruble for one (1) additional registered ordinary share.
The starting date of placement of securities of the additional issue (the "Shares," "shares," "additional shares," "securities," "securities to be placed," "shares to be placed") shall be the next business day following the date of notification of the persons having a preemptive right to acquire additional shares of the possibility of exercising their preemptive right to acquire additional shares.
The starting date of placement may not be earlier than the date from which the Issuer grants access to the securities prospectus and may not be later than eighty (80) days before the expiry of one (1) year from the date of state registration of the additional issue of Shares.
The Issuer shall disclose information about the starting date of placement in the manner established by the Decision on the Additional Issue of Securities in accordance with Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996, and with Bank of Russia regulations.
The notice of the starting date of securities placement shall be published by the Issuer:
- On the news feed of the authorized information agency Interfax-Corporate Information Disclosure Center LLC (the "Interfax news feed") and on the Issuer's web pages http://www.e-disclosure.ru/portal/company.aspx?id=8580 and http://www.rushydro.ru: no later than one (1) day before the starting date of securities placement
The procedure for determining the closing date of securities placement:
The earliest of the following dates:
- The 26th business day from the closing date of the Offer Collection Period (the offer collection period is established in Clause 8.3 of the Decision on the Additional Issue of Securities)
- The date of placement of the last Share of the additional issue
- One (1) year from the date of state registration of the additional issue of Shares
The securities placement period is determined by a reference to the dates of disclosure of any information about the securities issue.
The procedure for disclosing such information is as follows:
Information about the state registration of an additional issue of securities and about the procedure for obtaining access to information contained in the Securities Prospectus shall be published by the Issuer within the following time frames following the date information about the state registration of an additional issue of the Issuer's securities is published on the web page of the registration agency or following the date when the Issuer receives a written notice from the registration agency on the state registration of the additional issue of securities by post, by fax, via email, or delivered against signature, whichever of those dates comes earlier.
The material fact notice "Information about the stages of the procedure for issuing equity securities" shall be disclosed by the Issuer within the following time frames:
- On the Interfax news feed: not later than one (1) day
- On the Issuer's web pages http://www.e-disclosure.ru/portal/company.aspx?id=8580 and http://www.rushydro.ru: not later than two (2) days
The Issuer shall publish the text of the registered Securities Prospectus on the Issuer's web pages http://www.e-disclosure.ru/portal/company.aspx?id=8580 and http://www.rushydro.ru before or on the starting date of the securities offering period.
The Issuer shall provide any stakeholder with access to the information contained in the registered Securities Prospectus by placing a copy thereof at: RusHydro, 7 Malaya Dmitrovka St., Moscow, Russia.
The Issuer shall provide a copy of the registered Securities Prospectus to the owners of the issuer's securities and other stakeholders upon their request at a charge not exceeding the cost of preparation of such copies within seven (7) days from the date of receipt (presentation) of the respective request.
The securities of the additional issue have not been admitted (are not being admitted) to on-exchange trading during their offering. Upon completion of the securities offering, the Issuer intends to submit a report on the results of the additional issue of securities to the registering authority.
About RusHydro
RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 400 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 GW, heat capacity - 18.5 thousand GCal/h.
Russian Federation owns 60.56% 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