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Results of BoD Meeting (Replacement)

1st Apr 2011 16:42

RNS Number : 1789E
JSC RusHydro
01 April 2011
 



April 1st, 2011

Results of BoD Meeting

 

JSC RusHydro (ticker symbol: RTS, MICEX, LSE: HYDR; OTCQX: RSHYY) announces that a meeting of the Company's Board of Directors was held in absentee voting March 24th, 2011.

The Board of Directors approved a valuation of shares of JSC INTER RAO UES and JSC OGK-1 to pursue an acquisition of an additional share issue of JSC INTER RAO UES (registered by Federal Service for Financial Markets of Russia as of November 16, 2010, state registration number 1-03-33498-Е-002D), placed through private offering.

The value of OGK-1 shares that are subject to sale by RusHydro is RUR 1.12 per share. Total value of 8,573,887,372 shares is RUR 9,602,753,856.64, which does not exceed 2% of the book value of RusHydro's assets.

The placement price of INTER RAO UES shares that are subject to acquisition by RusHydro is RUR 0.0535 per share. Total value of 179,490,726,307 shares is 9,602,753,857.42, which does not exceed 2% of the book value of RusHydro's assets.

The Board of Directors approved the acquisition by RusHydro of additional share issue of INTER RAO UES shares in the amount mentioned above.

The price of shares equals their market value that had been previously determined by a group of independent appraisers.

RusHydro will pay for INTER RAO UES shares through swap of OGK-1 shares, currently held by RusHydro. In case of any difference between the total cost of purchased stock and the price of OGK-1 shares that are to be sold, this difference is be settled with cash payment (the actual payment will be a mere RUR 0.04).

In total, 202,919,747,552 additional shares of INTER RAO UES are expected to be purchased in the framework of assets swap between RusHydro and INTER RAO UES with a total value of RUR 10,856,206,494.03. RusHydro will carry out additional corporate actions in order to get the approval of the acquisition of the remaining shares.

Societe Generale Corporate & Investment Banking was the financial consultant to RusHydro in relation to this deal and made an assessment of the fair value of shares.

 

DISCLAIMER

The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. One can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially from these statements.

We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with operating in Russia and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations.

 

JSC RusHydro Member of the Management Board E.E. Gorev

(pursuant to the power of attorney No.3562 of 30.12.2010)

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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