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Unified Energy System

May 25, 2007

RAO UES Board of Directors holds its regular meeting

Moscow, 25 May 2007. The Board of Directors of RAO "UES of Russia" considered the matters relating to the Annual General Meeting of the Company.

The Board of Directors approved the draft of the Annual Report 2006 of RAO "UES of Russia" and submitted it for shareholder approval at the AGM. This year's report is based on the structure of the annual report prepared for the last year's AGM. The Annual Report contains information on the key areas of activity of RAO "UES of Russia" in accordance with the requirements of the securities regulator, FSFM of Russia, and the investor protection recommendations given by Standard & Poor's and NP "RTS Stock Exchange".

With respect to the AGM working bodies, the Board of Directors of RAO "UES of Russia" approved the appointment of the AGM Presidium consisting of the members of the Company's Board of Directors and the AGM Secretariat consisting of members of the Company's administrative staff. The Board of Directors also approved the text and form of the ballots and voting instructions for the AGM.

The AGM of RAO "UES of Russia" will be held on 26 June 2007 in the Zelenograd Palace of Culture located in Zelenograd, an administrative district of Moscow, Russia. Record date: The list of persons entitled under the laws of the Russian Federation to take part in the AGM was made as at 11 May 2007.

* * *

The Board of Directors of RAO "UES of Russia", performing the functions of the AGM* of OAO "UES System Operator-Central Dispatch Administration" (OAO "UES SO-CDA"), approved its Annual Report, the statutory annual financial statements, including the profit and loss account for 2006, and the profit and loss allocation for the previous financial year.

In 2006, OAO "UES SO-CDA" posted a net profit of RUB1,182 million; of that amount, RUB1,054 million will be allocated to the company's accumulation fund and RUB128 million will be used to pay the dividend (RUB0.0955128 per ordinary share).

The Board of Directors of RAO "UES of Russia" elected new members of Boards of Directors of OAO "UES SO-CDA" and OAO "System Operator": Victor Khristenko, Minister of Industry and Energy of the Russian Federation; German Gref, Minister of Economic Development and Trade of the Russian Federation; Andrey Dementyev, Deputy Minister of Industry and Energy of the Russian Federation; Deputy Head of the Federal Nuclear Power Agency Vladimir Travin; Alexander Voloshin, Board Chairman, RAO "UES of Russia"; Anatoly Chubais, Chairman of the Management Board, RAO "UES of Russia; Boris Ayuev, member of the Management Board, RAO "UES of Russia", Chairman of the Management Board, OAO "UES SO-CDA"; Andrey Rappoport, member of the Management Board, RAO "UES of Russia", Chairman of the Management Board, OAO "UES FGC"; Yury Udaltsov, member of the Management Board, RAO "UES of Russia"; Seppo Remes, Board member, RAO "UES of Russia"; and Dmitry Ponomaryov, Chairman of the Management Board, NP "ATS".

The Board of Directors approved the appointment of ZAO "PricewaterhouseCoopers" as Auditors of OAO "UES SO-CDA" for 2007.

The Board of Directors of RAO "UES of Russia" also approved a number of amendments to the Charter of OAO "UES SO-CDA". The company's restated Charter provide for an increase in the number of shareholders after new shares of OAO "UES SO-CDA" are issued to the Russian Federation. Other amendments to the Charter cover the procedure for convocation and conduct of general shareholder meetings, and adoption of shareholder resolutions, as well as additional provisions relating to the authority of the Board of Directors.


* Under the Charter of OAO "UES SO-CDA", during the period when RAO "UES of Russia" holds 100 percent of voting shares of OAO "UES SO-CDA", resolutions on the matters reserved for shareholder action are to be taken by the Board of Directors of RAO "UES of Russia" .

* * *

The Board of Directors of RAO "UES of Russia", performing the functions of the AGM* of OAO "HydroWGC"*, approved the terms and conditions of the new share issue of HydroWGC.

As consideration for the new shares in HydroWGC, the Russian Federation will pay RUB5 billion in cash (as provided by Article 62 of the Federal Law of 19 December 2006 On the Federal Budget for Year 2007), and certain assets owned by RAO "UES of Russia". The specific items and value of the property to be transferred as consideration for the new shares in OAO "HydroWGC" will be decided on by the Boards of Directors of RAO "UES of Russia" and OAO "HydroWGC" on a case by case basis.

OAO "HydroWGC" plans to issue 110 billion of new shares in 2007 by private placement ("closed subscription") to RAO "UES of Russia", the Russian Federation, and the operator of HydroWGC's stock option programme.


* Under the Charter of OAO "HydroWGC", during the period when RAO "UES of Russia" holds 100 percent of voting shares of the company, resolutions on the matters reserved for shareholder action are to be taken by the Board of Directors of RAO "UES of Russia".

* * *

The Board of Directors of RAO "UES of Russia" noted the information on the principles and mechanisms to control designated-purpose use of the proceeds from the share offerings of the thermal generation companies.

The question of creating a system was discussed at the previous Board meetings held on 30 March 2007 and 27 April 2007. Such a system became necessary because, after the share offerings by TGCs and WGCs, the control of the companies, together with the obligations to implement investment projects, will pass to strategic investors. Accordingly, an effective and proper use of funds for investment programmes at such WGCs and TGCs will be possible only if both existing and new shareholders of the respective generation company are involved in the process on a coordinated basis.

The proposed measures seeking to control the use of funds designated for investment purposes which were raised through the offerings of new shares in the WGCs and TGCs provided for a combination of two mechanisms. Before the offering/placement, RAO "UES of Russia" and the potential investors will sign an Investment Memorandum which will set forth the goals and parameters of the approved investment programme of the particular WGC/TGC concerned, including the timing and amount of generation capacity to be brought on line. After the new share offerings of the WGCs and TGCs, RAO "UES of Russia" and the investor will sign an agreement governing their relationships in running the company with respect to the implementation of its investment programme.

Also, the Board noted the possibility of using these mechanisms for issuing new shares of generation companies with the participation of a strategic investor, and for selling the "government interest" in the shares of the thermal WGCs and TGCs. In each case, additional instruments may be used which will give greater flexibility to the process of sale of shares in these companies. Proposals to use such instruments will be submitted for Board approval on a case by case basis. The list of instruments includes, in particular, put and call options, deferred payment and delivery of shares, etc. However, the use of such mechanisms should not come into conflict with such principles as the need to ensure an optimal transaction structure and maximum competition among the potential participants of the transaction, as well as the need to finance the investment programmes of OAO "UES FGC" and OAO "HydroWGC". Another principle for using the above mechanisms is that the investors should be under a financial obligations to perform the transaction, and that there should be sanctions for failure to do so.

At its meeting of 27 April 2007, the Board of Directors of RAO "UES of Russia" charged the Management Board to review, together with the Ministry of Economic Development and Trade, additional mechanisms for ensuring the use of the proceeds from the generation companies' new share offerings for their intended purpose.

In accordance with this task, the Management Board offered some proposals designed to enhance the mechanisms already approved and make them more effective,

They include steps to improve corporate legislation of the Russian Federation regulating relationships among shareholders, the launch of a market for capacity and long-term guarantees for the participation of generation companies in the capacity market, which might be viewed as an additional mechanism to control that the proceeds from WGC/TGC offerings are used for their designated purpose.

The improvement of Russia's corporate legislation and ensuring long-term guarantees of generation companies' taking part in the capacity market will strengthen the mechanisms, such as signing investment memorandums and shareholders' agreements with strategic investors as a measure designed to ensure designated-purpose use of cash raised through the new share issues of WGCs/TGCs.

In this connection, the Board of Directors of RAO "UES of Russia" instructed the Management Board to produce and submit, within one month, its proposals to the energy-related ministries and agencies regarding the additional measures intended to procure that the funds received from the issuance of new shares in generation companies are used for their designated purpose.

The Management Board was also given the task to submit for final approval at the next Board meeting a list of specific mechanisms to control the use of the funds received from the share issuance for their designated purposes.

* * *

The Board of Directors of RAO "UES of Russia" reviewed the proposals received from shareholders regarding the establishment of special-purpose holding companies during the final phase of the reorganization of OAO RAO "UES of Russia", and preliminary proposals regarding the reallocation of shares among special-purpose holding companies under the demerger balance sheet of RAO "UES of Russia".

At the previous meeting of 27 April 2007, the Board of Directors considered the modification of the model for the final phase of the Company's reorganization and decided to offer the minority shareholders an opportunity, by 21 May 2007, to submit to RAO "UES of Russia" their proposals regarding the establishment of such special-purpose holding companies and the reallocation of shares in the thermal WGCs and TGCs attributable to their interest in the authorized capital of RAO "UES of Russia". The Board of Directors also approved the procedure for submission of shareholders' proposals.

RAO "UES of Russia" received proposals from several shareholders, and the Board of Directors accepted all of these proposals. The shareholders who submitted their proposals were invited to submit, by 1 June 2007, the proposed names for such special-purpose holding companies and, by 8 June 2007, the name of the owner for whose benefit a company is being established, and its principal state registration (OGRN) number or other similar registration number (in case of non-residents of the Russian Federation).

Also, the shareholders concerned are invited to provide, by 8 June 2007, up-to-date information on the number of shares owned by them.

The shareholders are required to submit final joint proposals regarding the reallocation of the companies' shares among the special-purpose holding companies under the demerger balance sheet of RAO "UES of Russia" by the next physical meeting of the Board of Directors of the Company.

The Management Board was instructed to review, together with the shareholders, the shareholders' proposals received, and discuss the list of measures designed to preserve their interest in RAO "UES of Russia".

The Management Board was also given the task to prepare for the next physical meeting of the Board of Directors a draft demerger balance sheet of RAO "UES of Russia", the ratios and results of reallocation of the companies' shares among the special-purpose holding companies.


This announcement was disclosed as material information in the Interfax newswire at 16:15 hours Moscow time on 25 May 2007 in compliance with the requirements of the Federal Service for Financial Markets of Russia.

* * *

The Board of Directors noted the programme of the preparation for and issuance of new shares of OAO "Power Machines"* and instructed the representatives of RAO "UES of Russia" on the Power Machines Board of Directors to vote for such share issue.

The capital increase at OAO "Power Machines" is intended to raise funds needed to finance the company's investment programme. The Board of Directors of RAO "UES of Russia" considered the key terms and conditions of the share issue at its meeting of 30 March 2007. The Power Machines' development programme will be primarily financed through two new share issues worth a total of nearly USD450 million.

If the strategic shareholders approve the issuance of new shares, the first share offering may take place the second half of 2007. OAO "Power Machines" expects to issue 1,492 million new ordinary shares, par value RUB0.01 each.

The Board of Directors of RAO "UES of Russia" approved the purchase of the new shares in Power Machines under the pre-emptive right in proportion to the respective interests in Power Machines held by RAO "UES of Russia" and TGC-1.

As provided by the Board resolution of 30 March 2007, before OAO "Power Machines" completes the issuance of its new shares, RAO "UES of Russia" is to purchase from TGC-1 its stake in Power Machines. In that connection, the exercise by TGC-1 of its pre-emptive right to purchase the new shares in Power Machines does not appear advisable.

If an unfavourable situation develops on the Russian stock market in the course of the new share placement, Power Machines may decide against issuing part of the new shares. For that purpose, in order to raise the maximum possible amount of investments, it is provided that the strategic shareholders of Power Machines may purchase any shares in the company that remain unissued, pro rata to their shareholdings.

The Board of Directors of RAO "UES of Russia" approved the purchase, by open subscription, of such additional unissued ordinary shares in Power Machines (if any). The number of such shares will be calculated as the product of the total number of unissued shares and the consolidated number of shares of in OAO "Power Machines" held by RAO UES Holding Company in the total number of the company's shares owned by its strategic investors (Siemens AG, Burbot Limited, RAO "UES of Russia", and TGC-1).

The Board of Directors of Power Machines will determine the price of such new shares in the company for all potential buyers after the pre-emptive right expires.


* Power Machines Group is Russia's leading manufacturer and supplier of equipment for hydroelectric, thermal, gas and nuclear power plants, electric power transmission and distribution equipment. RAO "UES of Russia" holds a 22.43 percent interest in OAO "Power Machines". Taking into account the stake held by OAO "Petersburg Generation Company", RAO "UES of Russia" has built up a blocking stake (25 percent plus one share) in Power Machines.

* * *

The Board of Directors of RAO "UES of Russia" approved the programme for the preparation and issuance of new shares by OAO "Volzhskaya TGC" (TGC-7).*

At its meeting of 29 September 2006, the Board of Directors of RAO "UES of Russia" included OAO "Volzhskaya TGC" on the list of the "second-tier" companies to offer new shares in order to raise funds needed for the sector development.**

At today's meeting, the Board of Directors instructed the Company's representatives taking part in the general shareholders meeting of Volzhskaya TGC to approve the issuance of up to the maximum number of 3,859 million new ordinary shares (or 14.78 percent of the company's capital before the offering, and 12.87 percent of the capital after the offering). The final amount of shares to be issued will be determined by the Board of Directors of Volzhskaya TGC according to the need to raise RUB15 billion to finance the company's investment programme. The shares of Volzhskaya will be placed by open subscription.

It is planned that TGC-7 will raise its share capital through public offering.

The offering price for the new shares will be determined by the Board of Directors of Volzhskaya TGC taking into account the recommendations given by the banks acting as financial advisors and upon review of the subscriptions from potential investors. The price will be the same for potential investors and the existing shareholders of Volzhskaya TGC entitled to the pre-emptive right to purchase the new shares.

The Board of Directors of RAO "UES of Russia" instructed the Management Board to present a report at the next Board meeting on the sale of the shares in Volzhskaya TGC held by RAO "UES of Russia" and attributable to the "government stake" in the company, which is to take place simultaneously with the new share offering.

The Board of Directors approved the change of the interest held by RAO "UES of Russia" in the authorized capital of Volzhskaya TGC, as a result of the new share offering, from 54.47 percent (after the merger of Samara Territorial Generation Company, Saratov Territorial Generation Company, Ulyanovsk Territorial Generation Company with and into Volzhskaya TGC) to at least 47.46 percent.

The Board of Directors instructed the Management Board of RAO "UES of Russia" and the managers of Volzhskaya TGC to determine the mechanism for raising debt capital to finance part of the company's investment programme in accordance with the Standard for managing the debt position of the subsidiaries and dependent companies of RAO "UES of Russia".


* The Board of Directors of RAO "UES of Russia" approved the model for the establishment of OAO "Volzhskaya TGC" on 3 September 2004. Volzhskaya TGC (TGC-7) is to be formed in four phases: establishment of TGC-7 and transfer of the generation assets of OAO "Samaraenergo", OAO "Saratovenergo", and OAO "Ulyanovskenergo" as capital contributions to TGC-7; spin off of regional generation companies (RGCs) from OAO "Samaraenergo", OAO "Saratovenergo", and OAO "Ulyanovskenergo"; transfer of shares in OAO "Orenburg Thermal Generation Company" to TGC-7; and merger of the RGCs with and into TGC-7.

On 1 July 2005, OAO "Volzhskaya TGC" was registered with the authorities, and started operational activities on 1 January 2006.

On 1 April 2006, OAO "Samaraenergo", OAO "Saratovenergo", and OAO "Ulyanovskenergo" were reorganized, and spin-off RGCs were established, OAO "Samara Generation Company", OAO "Saratov Generation Company", and OAO "Ulyanovsk Generation Company". On 9 March 2007, shares of OAO "Orenburg Thermal Generation Company" were contributed to the authorized capital of OAO "Volzhskaya TGC".

All RGCs are expected to merge with and into Volzhskaya TGC on 1 June 2007.

After the intended corporate structure of OAO "Volzhskaya TGC" is achieved, the company's authorized capital will make RUB26,116,076,021 and will be divided into 26,116,076,021 ordinary shares, par value RUB1 each. RAO "UES of Russia" will own 54.47 percent of Volzhskaya TGC.

The total installed capacity of Volzhskaya TGC (together with OAO "Orenburg Thermal Generation Company") is 6,879.7 MW of electricity and 31,089.7 Gcal/h of heat.

** Volzhskaya TGC plans to use the proceeds to finance several projects to expand generation capacity at the Samarskaya TPP, Syzranskaya CHPP, Novokuybyshevskaya TPP-1, and heating capacity of the Tolyatti energy node, Saratovskaya CHPP-5, and Engelsskaya CHPP-3.

* * *

The Board of Directors of RAO "UES of Russia" noted the report on the results of the auctions to sell shares in energy retail companies (ERCs) within the "first tier".*

The decision in principle on the divestiture by RAO "UES of Russia" of its shares in the ERCs was taken by the Board of Directors on 8 December 2006. It is planned that the ERC shares will be disposed of before the final phase of the reorganization of RAO "UES of Russia" in 2008. The principal method to be used for the disposal of ERC shares is sale through a public auction.

At its meeting held on 9 February 2007, the Board of Directors of RAO "UES of Russia" approved the sale through public auctions the Company's shares in 8 energy retail companies (ERCs), including OAO "Belgorod Retail Company" (49 percent), OAO "Vologda Energy Retail Company" (49 percent), OAO "Kolskaya Energy Retail Company" (49.2 percent), OAO "Kuban Energy Retail Company" (49 percent), OAO "Kuzbass Energy Retail Company" (49 percent), OAO "Nizhny Novgorod Retail Company" (49 percent), "Orenburgenergosbyt" (100 percent), and OAO "Sverdlovenergosbyt" (49 percent).

The auctions to sell shares in the "first tier" ERCs were held on 21 to 23 May 2007. Among the auctions' participants were both Russian and foreign investors.

The shares in Vologda ERC, Kuban ERC, Kuzbass ERC, Orenburgenergosbyt and Sverdlovenergosbyt were sold at the auction reserve price. The reserve price for all auction lots was set at above the fair market value determined by a consortium of independent appraisers and approved by the Appraisal Committee under the Board of Directors of RAO "UES of Russia".

The bids submitted at the auctions to sell the shares in Nizhny Novgorod Retail Company and Belgorod Retail Company were three and four times higher, respectively, than the start price for the lots. The auction to sell the shares of Kolskaya Energy Retail Company did not take place as neither of the two bidders for the lot attended the auction.

The Board of Directors stated that the results of the sale of the "first-tier" ERCs were a success. The RUB7.47 billion in cash proceeds from the sale of seven ERCs were 25.6 percent higher than the plan which took into account the expected income from the sale of shares in Kolskaya Energy Retail Company.

The key achievement is that the ERCs will now have private strategic investors, which creates appropriate conditions for the emergence of true competition in the energy retail business which will stimulate energy retailers to expand their service offerings and improve the quality of services delivered to customers.

The "second tier" auctions are expected to be held in the autumn of 2007. The list of ERCs slated for sale approved by the Board of Directors on 27 April 2007 includes OAO "Voronezh Energy Retail Company", OAO "Khakasenergosbyt", OAO "Udmurt Energy Retail Company", OAO "Tver Energy Retail Company", OAO "Energosbyt Rostovenergo", OAO "Karelia Energy Retail Company", OAO "Kaluga Retail Company", OAO "Bryansk Retail Company", OAO "Saratovenergo", OAO "Kurgan Energy Retail Company", OAO "Stavropolenergosbyt", and OAO "Komi Energy Retail Company".


* Auction results

No.

Energy retail company

Auction reserve price:
millions of RUB

Final price,
millions of RUB

Auction winner

1

Kuban Energy Retail Company

850

850

ZAO "Stroyservis"

2

Nizhny Novgorod Energy Retail Company

750

2050

OOO "Transneftservis S"

3

Sverdlovenergosbyt

1150

1150

OOO "Center Region Invest" (KES)

4

Orenburgenergosbyt

1110

1110

OOO "Center Region Invest" (KES)

5

Kuzbass Energy Retail Company

1140

1140

OOO "MECHEL - ENERGO"

6

Belgorod Energy Retail Company

250

920

OAO "CIT"

7

Vologda Energy Retail Company

250

250

OOO "Roskommunenergo"

8

Kolskaya Energy Retail Company

450

Auction did not take place

* * *

The Board of Directors approved the purchase by RAO "UES of Russia" of RUB750 million of new ordinary shares in OAO "Russian Communal Systems" (RCS).

The decision to increase the authorized capital of OAO "RCS" by RUB3 billion through issuance of additional shares was taken by the EGM of OAO "RCS" held on 20 August 2006.

The new shares are expected to be issued by private placement ("closed subscription") to the existing shareholders of RCS—OOO "KES-Holding" and RAO "UES of Russia"—in return for cash consideration. As a result of the private placement, the capital of OAO "RCS" will increase to RUB4 billion.

The cash proceeds from the placement will be used to finance the development of RCS Group, and strengthen its financial position. Owing to its good credit history, RCS will be able to raise debt for a term of over 3 years at the best possible interest rates.

After the new share issue, the interest of RAO "UES of Russia" in RCS will increase to a blocking stake (25% plus one share), which will make it possible for RAO "UES of Russia" to strengthen its corporate control over the company's activities.

The Board of Directors also instructed the representatives of RAO "UES of Russia" to vote at the general shareholders meeting of OAO "RCS" FOR the purchase by RCS of 100 percent ownership interest in OOO "FERRA". The latter company is part of Complex Energy Systems (KES) Group and holds shares and ownership interests in 15 companies operating in the residential utilities sector in the Sverdlovsk Region, Vladimir Region, Tver Region, Perm Kray, and Karelia Republic. The transaction amount, as determined by an independent appraiser, ZAO "Centr Professionalnoy Otsenki" ("Professional Appraisal Center") will be RUB1.8 billion.

This transaction will make it possible to concentrate the management of the utilities business of ZAO "KES" and OAO "RCS" in a single center, optimize the administrative and operational expenses, expand the geographical scope of operations, and increase the capitalization of OAO "RCS".


* OAO "Russian Communal Systems" (RCS) was established on 29 May 2003 as a private provider of residential utilities services to consumers, implement new technologies and management approaches, create a competitive environment and improve the overall situation in the utilities sector. Currently, the authorized capital of OAO "RCS" is RUB1 billion. The Company's shareholders are "KES-Holding" (75 percent) and RAO "UES of Russia" (25 percent). Today, the company operates in 13 regions of Russia.

* * *

The Board of Directors of RAO "UES of Russia" approved the amended Programme for the preparation and placement of additional shares in OAO "WGC-4".*

The parameters of the new share issue of WGC-4 approved by the Board of Directors on 9 February 2007 did not change. The maximum number of new shares in WGC-4 authorized for issuance is 23 billion shares, par value RUB0.4 each, which makes 46.81 percent of the company's capital prior to the share issue and 31.89 percent of the capital after the share issue. The amendments only concern the method for placement of the new shares.

Initially, it was planned to raise capital by offering the new shares to the general public (public offering). According to the amended programme, the company will use the dual track approach.

The offering programme provides for the parallel arrangements designed to sell shares only to strategic investors (private placement), or both strategic and financial investors (public offering and obtaining a listing on the Russian stock exchanges and/or an additional listing on an international stock exchange). The company will decide on the specific approach to be employed for the share issue based on the recommendations provided by the advisors, investment banks UBS and Troika-Dialog.

The Board of Directors of OAO "WGC-4" will determine the price at which the new shares will be sold, including to the persons entitled to the pre-emptive right to purchase such shares, based on the results of the book-building process and/or the results of the tender process among strategic investors.

Moreover, the programme for the preparation and issuance of new shares contains an update on the amount of finance needed for the investment programme, including through issuance of additional shares. Originally, the WGC-4 investment programme was based on the feasibility studies produced by design institutes back in 2005, and was estimated at RUB53,642 million. However, after the implementation of the investment programme was started, particularly after agreement to build PGU-400 power units at the Shaturskaya TPP on a turnkey basis were signed with the contractor (EPC-contractor), and the review of the projects, it was found that the programme required adjustments. This was primarily due to the changes in the macroeconomic environment, including higher equipment prices charged by manufacturers.

Currently, the investments needed to implement the WGC-4 investment projects are estimated at RUB76 billion, of which RUB46.5 billion is expected to be raised through the new share offering.

As resolved by the Board of Directors of RAO "UES of Russia" on 27 April 2007, simultaneously with the offering of new shares, RAO "UES of Russia" will sell its shares in WGC-4 attributable to the "government stake" in RAO "UES of Russia".

At today's meeting, the Board of Directors of RAO "UES of Russia" instructed the Management Board to submit for approval by the Board of Directors, at the next scheduled meeting, the terms and conditions for the sale of WGC-4 shares held by RAO "UES of Russia" which form the "government stake" in the authorized capital of RAO "UES of Russia".

The interest of RAO "UES of Russia" in WGC-4 after the placement of new shares and sale of the "government stake" shares will decline from 89.6 percent to at least 28.76 percent.


* OAO "WGC-4" was registered with the authorities on 4 March 2005 in the city of Surgut. The intended corporate structure of OAO "WGC-4" was finally formed on 1 July 2006. WGC-4 comprises the Berezovskaya TPP, Smolenskaya TPP, Shaturskaya TPP, Surgutskaya TPP-2, and Yaivinskaya TPP.

At its meeting held 23 June 2006, the Board of Directors of RAO "UES of Russia" included WGC-4 in the list of pilot projects to issue additional shares of WGCs and TGC in order to raise funds needed to develop the thermal generation.

In July 2006, WGC-4 shares were admitted to trading on ZAO "MICEX Stock Exchange", OAO "RTS Stock Exchange", and in August 2006 on NP "RTS Stock Exchange", and included in the schedule of non-listed securities.

In November 2006, WGC-4 shares were included in the Quotation List "B" of NP "RTS Stock Exchange" (the Classical Market), and in December 2006 in the Quotation List "B" of ZAO "MICEX Stock Exchange".

The key goal of the capital increase by WGC-4 is to raise funds needed to finance the construction of replacement capacity at the Shaturskaya TPP, Surgutskaya TPP-2, Yaivinskaya TPP, and to complete the construction of the power unit at the Berezovskaya TPP.

* * *

The Board of Directors approved the sale of the stakes in OAO "Bashkirenergo" and OAO "Novosibirskenergo" held by RAO "UES of Russia".

This resolution was taken in line with the strategy for divestiture by RAO "UES of Russia" of its subsidiaries which do not form part of the post-reform sector structure.*

Currently, the Company holds a 14.17 percent stake in OAO "Novosibirskenergo" and a 21.27 percent stake in OAO "Bashkirenergo". Pursuant to the resolution of the Board of Directors, these shares will be sold through public auctions, with the reserve price not lower than the fair market value determined by a consortium of independent appraisers and approved by the Appraisal Committee under the Board of Directors of RAO "UES of Russia". The method chosen for assets disposal will help expand the pool of potential buyers and maximize the auction proceeds.

The Board of Directors instructed the Management Board, prior to the sale of the stakes in OAO "Bashkirenergo" and OAO "Novosibirskenergo", to submit for consideration by the companies' Boards of Directors the issues of disposal of the dispatching facilities of the Bashkir energy system and Novosibirsk energy system to RAO "UES of Russia" (OAO "UES SO-CDA".

The proceeds from the sale of RAO UES stakes in OAO "Bashkirenergo" and OAO "Novosibirskenergo" will be used to purchase or develop dispatching facilities in the Bashkir energy system and Novosibirsk energy system. These measures are to be taken not later than one month after the state's interest in the authorized capital of OAO "UES SO-CDA" reaches at least 52 percent. The proceeds will be also used to finance the projects to reorganize RAO "UES of Russia", purchase the shares in OAO "Power Machines" from OAO "TGC-1", purchase the new issue of shares in the power engineering company, and pay off the accounts payable which arose as a result of discharge of obligations under the suretyship granted to secure the obligations of OAO "Altayenergo".

As the stakes in OAO "Bashkirenergo" and OAO "Novosibirskenergo" were contributed to the authorized capital of RAO "UES of Russia" in the course of the Company's establishment, their disposal is subject to approval by the Russian Federation Government. Thus, the auctions will be held after the Government adopts the relevant statutory acts.

The Board of Directors of RAO "UES of Russia" noted the information on the total reserve and the anticipated structure of the costs relating to the termination of operations and reorganization of RAO "UES of Russia", as well as the corresponding sources of income.

The reserve will amount to RUB15.46 billion, of which RUB5.6 billion may be used to finance the measures to terminate operations and carry out corporate procedures to reorganize RAO "UES of Russia", and RUB9.8 billion will be allocated to the "Contingent Obligations" reserve.

The reserve will be financed with the proceeds from future sales of assets and RUB2 billion in funds included in the subscription fee.

The Board of Directors gave the Management Board of RAO "UES of Russia the task to inform the Board about adjustments made to the budget of expenditures for the termination of operations and reorganization of the Company.


* The post-reform asset structure will include shares in the WGCs, TGCs, HydroWGC, UES FGC, IDCs, DCs, RGCs, islanded regional energos, UES SO-CDA, as well as the plant assets owned by the SDCs of RAO "UES of Russia" used in the dispatching, generation and transmission of electricity and heat.

* * *

The Board of Directors of RAO "UES of Russia" approved the change in the composition of the Audit Committee under the Board of Directors of the Company. On the nomination of the Board member Grigory Berezkin, instead of the Committee member Vera Glazkova, the Board of Directors elected Sergey Stolyarov, leading expert of the Investment Department of ZAO "ESN", as a new Committee expert.

 

 

 

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