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Unified Energy System

December 8, 2006

RAO UES Board of Directors holds its regular meeting

Moscow, 8 December 2006. The Board of Directors heard and noted the report on the use of properties in Moscow owned by the Company's subsidiaries and dependent companies.

RAO UES entities currently own over 3,000 various properties in Moscow:

- properties directly related to the electricity industry, i.e. those used for the generation, distribution, transmission, dispatching and sale of electricity and heat;

- auxiliary properties, which are related to the repairs and maintenance, engineering, systemic, accounting and metering services;

- non-core properties, which are not used for the above activities.

Depending on their function and ownership, the above real properties are to be handled in accordance the Russian legislation and resolutions of the management bodies of RAO "UES of Russia" and its SDCs.

As a general rule, the properties relating to the core business are to be used by RAO UES entities for their intended purpose. However, the Moscow city authorities have suggested bringing down or purchasing some of the production facilities from their current owners. For instance, according to the Moscow City Government's Zolotoy Ostrov ("Golden Island") Programme for the development of the Central Administrative District of Moscow, it is necessary to relocate the production building of OAO "GVC Energetiki" located on Beresnevskaya Naberezhnaya and some production facilities of OAO "Mosenergo". Such facilities are to be moved to another property or land plot in some other part of Moscow; the companies affected will be compensated for the cost of relocation and losses caused by business interruption.

The non-core properties are to be disposed of pursuant to the RAO UES Board resolution of 24 June 2005. All non-core properties owned by the RAO UES entities in Moscow are included in registers of non-core assets, which are approved by the SDCs' boards of directors.

In view of the high financial and reputational risks involved in the sale of real properties in Moscow, RAO "UES of Russia" has taken a number of measures to ensure professional approach and transparency of such transactions:

Pursuant to order of 5 August 2006, RAO "UES of Russia" established a dedicated unit, Project Center for Pre-sale Preparation and Disposal of Assets. Also, the Company created an Assets Disposal Commission headed by Management Board Chairman Anatoly Chubais. On 19 September 2006, the Commission charged the Project Center with the task to prepare plans for the disposal of real properties in the city of Moscow, Moscow Region and St.-Petersburg owned by RAO UES companies, if resolutions to dispose of the properties are approved by the management bodies of the property owners. This resolution will help strengthen the Company's control over property transactions and secure higher proceeds from such property sales.

* * *

The Board of Directors of RAO "UES of Russia" noted the information on the target vision for the development of OAO "Power Machines"*, previously approved by the Power Machines Board on 23 November 2006. This document identifies the development priorities for the power engineering company, complementing and enhancing the Development Strategy Concept Statement approved by the Board of Directors of Power Machines on 15 September 2006.

At present, RAO "UES of Russia" and its power generation subsidiaries created in the electricity sector restructuring are implementing a large-scale investment programme. In the next 10 years, 100,000 MW of new capacity will come on line, with the Russian power equipment market estimated at US$100 billion.

In this connection, the key priority in the development of Power Machines for the period until 2010 will be meeting the growing demand for power equipment and increasing the capacity produced annually by 2011 to 17 GW from 8.8 GW.

According to the approved Strategy Statement, Power Machines expects to expand its share of the domestic market for power equipment to 60-70 percent through developing solutions most suited to the customers' requirements.

In the international markets, the company will endeavour to maintain its market share by increasing exports by 5 percent annually, with the proportion between domestic and export sales of 60:40.

The Strategy Concept also provides that the share of integrated solutions in the company's equipment sales will reach 90 percent. At least 75 percent of the equipment sold by Power Machines should be manufactured internally within the Power Machines Group. Thus, one of the key priorities for the Group is development of its engineering, manufacturing and service activities. To achieve that goal, it is necessary to expand the Group's production capacity by carrying out a modernization programme estimated at US$350 million.

In achieve these goals, Power Machines are to address a number of important issues. First of all, the Group plans to extend the range of equipment manufactured using its own technologies and those developed in cooperation with Russian and foreign power engineering companies.

At present, Power Machines are negotiating with the Russian Nuclear Energy Agency (Rosatom) and OAO "Atomenergomash" the establishment of a joint venture to manufacture steam turbines having capacity of over 500 MW. This will help release the production capacity of the Group's Saint-Petersburg-based power engineering plant, Leningradsky Metallichesky Zavod, needed for the production of conventional power equipment.

The Strategy envisages the development of a long-term alliance between Power Machines and Germany's Siemens in gas-turbine technology. The companies are also exploring the prospects for expanding their cooperation in other fields.

Upon review of the target vision for the development of Power Machines, the Board of Directors of RAO "UES of Russia" supported the additional share issue by the power engineering company, provided that RAO "UES of Russia" maintains at least a blocking stake in Power Machines.

Power Machines views the sale of additional shares to private investors as a major source of finance for the Group's US$1 billion development programme until 2010, which is designed to address its strategic objectives of increasing production and extending the range of products.

The Board of Directors instructed the Management Board of RAO "UES of Russia" to submit to the Board meeting scheduled for March 2007 its proposals on the disposal of the RAO UES stake in Power Machines taking into account the anticipated completion of RAO UES restructuring in mid-2008.

* 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 considered the Strategy Statement for additional share offerings by RAO UES subsidiaries. This statement was prepared on the commission of the Board of Directors by the management of RAO "UES of Russia" and investment banks acting as advisors to the Company. The Strategy Statement for offerings of WGC/TGC share issues identifies the goals and objectives and assesses the possibilities for and the mechanisms proposed to be used to raise funds from private investors. The document also contains a detailed plan for H1 2007. The Board approved the approach to the preparation of offerings of additional shares in generation companies proposed in the Strategy Statement. It highlighted that the proceeds from the sale of WGC and TGC shares will serve as a key source of funds needed to implement the generation companies' investment programmes.

The electricity reform created the basis for addressing the critical issues of capacity expansion and improving reliability of power supply to customers through attracting private investment in the electricity industry by offering additional shares in WGCs and TGCs to the public. This approach was approved in principle by the Russian Government on 7 June 2006.

To date, pursuant to the Board resolutions of 23 June and 29 September 2006, the Company approved the list of the SDCs to prepare and carry out public offerings of additional shares in order to raise funds to finance investment projects in the electricity industry. The list of projects includes six thermal WGCs and OAO "TGC-1", OAO "Mosenergo" (TGC-3), OAO "TGC-4", OAO "TGC-5", OAO "Volzhskaya TGC" (TGC-7), OAO "Southern Generation Company TGC-8", OAO "TGC-9", OAO "TGC-10", OAO "Kuzbassenergo" (TGC-12), and OAO "TGC-13".

Depending on the results of preparation of the respective projects by OAO "TGC-2", OAO "TGC-6", OAO "TGC-11", and OAO "TGC-14", the Board of Directors of RAO "UES of Russia" may take additional decisions on the companies' additional share issues.

The generation companies' valuation and, accordingly, the assessment of their potential capitalization and the amount that may be raised through such share offerings is based on the price of assets at $300/kW for WGCs and $250/kW for TGCs.

The public offering by OAO "WGC-5" demonstrated a significant potential for attracting private investments into Russia's electricity industry. It is likely that the offering price may reach the level of the current market prices.

For instance, the public offering of 5.1 billion shares in WGC-5 (which makes about 14.1 percent of the company's authorized capital on an after-issuance basis) was 10.4 times oversubscribed in the lower price range, 8.7 times in the top price range, and 9.3 times at the offering price. The total proceeds from the offering reached $459 million or RUB12.1 billion.

When determining the terms and timing of the SDCs' additional share offerings, the Management Board of RAO "UES of Russia" is to thoroughly assess each company's preparedness for a public offering and take into account the need to concentrate investments in projects in the areas which suffer energy shortfalls, including the projects envisaged by the agreements between RAO "UES of Russia" and the regional administrations of the cities of Moscow and St.-Petersburg, the Tyumen Region, Khanty-Mansi and Yamalo-Nenets Autonomous Okrugs on the development of the energy systems in these regions.

However, the additional share offerings by TGCs and WGCs are not likely to generate proceeds until after mid-2007. In order to ensure that the finance needed for the projects envisaged by the five-year investment programme for 2006-2010 is raised prior to that, the generation companies are to make a broader use of borrowings, subject to control by the Management Board of RAO "UES of Russia". To that end, the necessary amendments will be made to the Standards for Subsidiaries' Debt Management as approved 25 October 2004. The above factor, as well the need to generate maximum proceeds through the WGCs' and TGCs' additional share offerings, should be taken into account when determining the parameters of each specific share offering.

The Management Board of RAO "UES of Russia" was given the task to present proposals ensuring that the funds raised from investors are used for the designated purpose. These proposals are to be reviewed by the Board of Directors in the discussion of the particulars and timeframes of such additional share offerings. In addition, the Management Board is to make proposals relating to management of the cash generated through the additional share offerings.

* * *

The Board of Directors of RAO "UES of Russia" approved the extension of functions performed by the Investments Commission of the RAO UES Board* and decided to change its name to "Investments and Resources Management Commission".

The Board of Directors instructed the Management Board of RAO "UES of Russia" and the Strategy and Reform Committee to produce proposals on the amendment of the Regulations on the Investments Commission and nominate new Commission members, and to submit these proposals at the next Board meeting.

* The Board of Directors of RAO "UES of Russia" decided to set up an Investments Commission under the Management Board of RAO "UES of Russia" on 28 November 2006. The Commission is to carry out a review of investment projects of the Parent Company and its subsidiaries and dependent companies before submitting them to the Board of Directors for approval.

Mikhail Abyzov, Board Chairman of OOO "RUKOM", was appointed Commission Chairman.

* * *

The Board of Directors approved the Company's strategy for the RAO UES energy retail entities.

The Board resolved that, as a basic approach, shares of the energy retail companies (ERCs) would be sold in a public auction. The start price would be not lower than the fair market value determined by an independent appraiser and approved by the RAO UES Valuation Committee. When determining the fair market value, the Committee is to take into account the results of the auctions to sell ERC shares.

The grid companies of RAO "UES of Russia" will not be able to take part in the auctions, as the Law on the Electric Power Industry provides that, after the transitional period of the sector reform is over, energy companies will not be allowed to engage in monopoly and competitive activities within the same price area of the wholesale energy market.

Moreover, the sale of shares in the ERC which inherits the respective regional energo's name as a result of restructuring, where such regional energo has a stake in RAO "UES of Russia" (e.g., OAO "Samaraenergo"), a separate resolution must be taken by the Government of the Russian Federation.

The divestment of the energy retail companies will help significantly increase the number of independent energy retailers using advanced methods of retailing and continually expanding the range of services and improving the quality of services provided to customers in light of the competition among the retailers.*

The ERC sale was chosen as a preferred divestment method based on the analysis of performance of the ERCs of RAO "UES of Russia" using the "basic" approach and the "pilot" projects of managing ERC shares during the transition period.

The resolution of the Board of Directors of RAO "UES of Russia" of 24 June 2005 provides for the transfer of shares in energy retail companies established as a result of regional energos' restructuring into fiduciary management to the respective TGCs (in accordance with the latter's territorial configuration) for a term of 1 year as a basic approach to management of energy retail companies during the transition period. According to the resolution of the RAO UES Board of 30 September 2005, the Company implemented 8 pilot projects based on alternative scenarios for handling ERC shares. Such scenarios include transfer the right to vote ERC shares to regional administrations, WGCs, or independent retailers acting as fiduciaries or the sale of ERC shares in a public auction.

The Board held that the most successful projects was the sale by RAO "UES of Russia" of its 47.36 percent stake in OAO "Yaroslavl Retail Company" in a public auction to OOO "Transneftservis S". The auction demonstrated that broad range of investors are interested in the energy retail business, as the bid price of the auction (RUB425.324 million) was 2.3 times higher than the auction start price.

The Board of Directors recommended that, when determining the fair market value of the ERC shares, the RAO UES Valuation Committee should use as a guidance the results of the auctions to sell ERC shares.

The Board decided to extend the term of the fiduciary management agreements with TGCs to run energy retail companies, taking into account the timing of the sale or other use of ERC shares.

The Management Board of RAO "UES of Russia" was instructed to submit for Board consideration the schedule for auctions to sell ERC shares in Q1 2007, taking into account the requirement that the majority of the energy retail companies is to be disposed of in 2008, before RAO UES reorganization is completed.

* Today, among the Russian wholesale electricity market participants are over 50 energy retail companies, which were set up upon restructuring of RAO UES regional energos, and 40 retailers independent from RAO "UES of Russia". These companies sell electricity to over 200 end consumers, primarily industrial users. In some regions of Russia, these companies compete fiercely for consumers, which helps improve the quality of services and cut energy costs.

* * *

The Board of Directors considered the development of procurement system based on large-scale use of e-commerce. It noted the effectiveness of the e-procurement system, B2B-energo, which, in its view, is a powerful instrument for creating and servicing the market for supplies to RAO UES energy companies. The Board of Directors instructed the Management Board of RAO "UES of Russia" to ensure that, beginning in 2007, RAO UES subsidiaries procure at least 60 percent of their products and services electronically.

Today, energy companies procure RUB300 billion worth of goods and services annually, which makes about 50 percent of the companies' total expenses. RAO "UES of Russia" has relationships with 8,500 suppliers offering a range of products consisting of over 50,000 items. The share of goods and services procured on a competitive basis increases year-by-year. For instance, in 2005, they accounted for 57 percent of the total amount procured compared to 46 percent in 2004.

RAO UES subsidiaries are active users of e-commerce instruments. The information and procurement system, B2B-energo, is a trading venue which brings together over 6300 suppliers and consumers from 30 countries. These include energy companies, plants manufacturing power engineering equipment, spare parts and other materials used in the electricity industry, construction, installation and R&M companies, and research and development institutions.

B2B-energo conducts electronic trading activities spanning from requests for bids to online auctions and tenders. The system's openness and transparency ensures that all of its participants are given equal opportunities.

Over 6100 tenders and auctions have been conducted in the system, 99.6 percent of which are public tenders and auctions. Owing to the use of e-commerce, the share of public tenders at RAO UES entities reached 77 percent in 2005, doubling compared to 2004. The reduction in the price of the goods and services procured through e-auctions amounted to 7.9 percent of the annual procurement volume. The aggregate value of lots traded in B2B-energo was in excess of RUB59 billion.

The National Association of e-Trading Participants has assigned RAO "UES of Russia" a "PR+ High Transparency" rating , noting the high degree of transparency in its procurement activities.

As a measure to boost liquidity of the procurement market in the electricity market, the Board of Directors instructed the Management Board of RAO "UES of Russia" to make amendments to the Procurement Standards relating to publication of procurement announcements in two languages (Russian and English), and to determine the procedure and conditions for making English documentation available to potential tender and auction participants.

* * *

The Board of Directors approved the final phase of TGC-8 establishment, which envisages the merger of OAO "Kuban Generation Company" with and into OAO "Southern Generation Company TGC-8"*.

By now, TGC-8 has completed the first phase of its reorganization. At this phase, OAO "Rostov Generation Company", OAO "Stavropol Heat Generation Company", OAO "Volzhskaya Generation Company", OAO "Astrakhan Regional Generation Company", and OAO "Dagestan Heat Generation Company" merged with and into TGC-8.

The decision to merge of OAO "Kuban Generation Company" with and into OAO "Southern Generation Company TGC-8" was taken by the Board of Directors of RAO "UES of Russia" on 28 July 2006.

RAO "UES of Russia" holds a 48.99 percent interest in OAO "Kuban Generation Company". In this connection, the merger of OAO "Kuban Generation Company" with OAO "TGC-8" is subject to approval of minority shareholders.

If the shareholders of Kuban Generation Company vote against the proposed merger, it is planned that, at the final phase of establishment of OAO "TGC-8", the company's authorized capital will be increased through private placement of ("closed subscription" for) additional shares.

These shares will be exchanged for the shares in OAO "Kuban Generation Company" owned by RAO "UES of Russia" and minority shareholders who vote for the company's merger or do not take part in the vote.

The Board of Directors of RAO "UES of Russia" approved the share exchange ratios for the merger of Kuban Generation Company with TGC-8. 1 ordinary share in TGC-8 will be exchanged for 1/15096 of an ordinary share in Kuban Generation Company having a par value of RUB60.

The shares in Kuban Generation Company held by the issuer (treasury shares) or OAO "TGC-8" and the shares purchased from shareholders in connection with the reorganization will not be exchanged for the new shares in TGC-8.

The Board of Directors instructed its representatives at OAO "TGC-8" and OAO "Kuban Generation Company" to vote for the approval of all resolutions needed to finalize the establishment of the target corporate structure of OAO "TGC-8".

* OAO "Southern Generation Company TGC-8" was registered with the Inspectorate of the Federal Tax Service of Russia for the Kirovsky District, city of Astrakhan, on 22 March 2005. The Company is headed by Director General Victor Gvozdev. The Company has been in operation since 1 July 2005. TGC-8 shares are expected to be floated on the stock market by end-Q3 2006.

** The share exchange ratios were determined by the investment bank ZAO "United Financial Group" on the basis of the fair market value of shares of the merging companies assessed by the independent appraisers, ZAO "Ernst & Young Valuation Advisory Services", ZAO "ENPI Consult", OAO "International Appraisal Center".

* * *

The Board of Directors considered the proposal to form the target structure of OAO "TGC-2"* without the merger of OAO "Arkhangelsk Generation Company" with and into OAO "WGC-2". According to this proposal, the shares in OAO "Arkhangelsk Generation Company" held by RAO "UES of Russia" and other shareholders will be exchanged for additional shares in OAO "TGC-2", which will placed through closed subscription.

Such change in the structure of TGC-2 establishment is due to the financial problems experienced by OAO "Arkhangelsk Generation Company", which is why the process of its merger with OAO "TGC-2" was halted.

The sharp increase in 2005-2006 in the price of fuel oil, the principal fuel burned by the company's power plants, has lead to a gap between the market price of fuel and the price used by the regulators when setting the electricity and heat tariffs for OAO "Arkhangelsk Generation Company" for 2005-2006. As a result, by end-2006 the company is expected to lose in excess of RUB2.5 billion.

The critical level of debt owed to fuel suppliers and contractors does not allow OAO "Arkhangelsk Generation Company" to procure the required fuel inventories and carry out the repairs and other work needed to prepare its power plants and heating networks for winter operation.

If OAO "Arkhangelsk Generation Company" were to merge with OAO "TGC-2", its losses would prevent TGC-2 from paying dividends to shareholders of the profit-making generation companies which merged with OAO "TGC-2". The previously approved merger structure would make the surviving company not attractive for investors, and its additional share issue would not be a success.

Currently, OAO "Arkhangelsk Generation Company" together with RAO "UES of Russia" is implementing a turnaround plan. In particular, it is considering the possibility of compensating the losses by procuring allocations from the federal and regional budgets and raising the tariffs to the economically justified level.

The Board of Directors gave the Management Board of RAO "UES of Russia" the task to determine and submit for consideration to the Board meeting in February 2007 proposals on the structuring of establishment of OAO "TGC-2".

* OAO "TGC-2" was registered with the Inspectorate of the Federal Tax Service of Russia for the Leninsky District, city of Yaroslavl, on 19 April 2005. OAO "TGC-2" is headed by Director General Andrey Vagner. The company comprises generation companies in six regions of Russia – the Arkhangelsk Region, Vologda Region, Kostroma Region, Novgorod Region, Tver Region, and Yaroslavl Region. TGC-2 has been carrying out operations since 1 July 2006.

* * *

The Board of Directors of RAO "UES of Russia" has approved the amended programme for the preparation and placement of additional shares in OAO "TGC-5"*. The capital increase at OAO "TGC-5" is primarily designed to raise funds needed to finance the company's investment programme.

OAO "TGC-5" is included in the list of projects to place additional shares in WGCs and TGCs in order to raise funds needed to develop thermal generation, which was approved by the Board of Directors of RAO "UES of Russia" on 29 September 2006.

RAO UES representatives on the Board of Directors and at the shareholder meeting of OAO "TGC-5" were instructed to vote for the proposal to issue 329,734,150,582 additional shares, 1 kopeck par value each, through open subscription. The payment for such shares is to be made in cash.

The offering price for such additional shares will be determined through a tender process with the participation of strategic and financial investors. If the strategic investor offers a better price, all of the shares may be sold to such investor. The share price for the shareholders having a right of first refusal to buy such shares and for other persons will be the same.

The Board of Directors approved the change of the Company's interest in OAO "TGC-5" from 64.83 percent to not less than 47.45 percent.

* The reorganization of OAO "TGC-5" was completed on 31 March 2006, after OAO "Chuvash Generation Company", OAO "Udmurt Territorial Generation Company", OAO "Mari Regional Generation Company", and OAO "Vyatskaya Electricity and Heat Company" merged with and into OAO "TGC-5". RAO "UES of Russia" holds a 64.83 percent stake in TGC-5. In July 2006, TGC-5 shares were admitted to trading on ZAO "MICEX Stock Exchange", OAO "RTS Stock Exchange", and NP "RTS Stock Exchange". In November, TGC-5 shares underwent the listing procedure and were included in the "B" Quotation Lists of ZAO "MICEX Stock Exchange" and NP "RTS Stock Exchange".

TGC-5 and WGC-5 will be spun off from RAO "UES of Russia" in the course of the first phase of the Company's restructuring.

* * *

Information in this part of the Press Release is not intended for distribution in Australia, Canada, Japan or the United States of America

The Board of Directors approved the parameters of the additional share issue of OAO "WGC-3" and instructed RAO UES representatives to vote at the shareholder meeting of OAO "WGC-3" FOR the approval of the relevant resolutions.

Today, this issue was considered by the Board of Directors in accordance with its previous resolution of 30 August 2006, which approved the increase of the authorized capital of OAO "WGC-3" in order to raise funds needed to finance the company's investment programme. The Board also gave the Management Board the task to submit for the approval by the Board revised proposals regarding the number of additional shares authorized for issuance by WGC-3.

At today's meeting, the Board of Directors instructed representatives of RAO "UES of Russia" at the shareholder meeting of OAO "WGC-3" to vote FOR the approval of the maximum number of additional shares that WGC-5 is authorized to issue at 18,000,000 ordinary shares, par value RUB1 each.

The Board of Directors of RAO "UES of Russia" approved the change of the Company's interest in OAO "TGC-5" from 59.72 percent to not less than 37.08 percent.

The additional shares in WGC-3 will be offered to the public for cash.

The company will use the proceeds from the share issue to finance its capacity expansion projects at the Cherepetskaya, Kharanorskaya, Yuzhnouralskaya, and Kostromskaya TPPs.

OAO "WGC-3" was registered with the authorities on 23 November 2004 in Ulan-Ude, Republic of Buryatia. The installed capacity of the power plants owned by OAO "WGC-3" is 8,497 MW. The Company is headed by Director General Maxim Kuznetsov. In February 2006, WGC-3 shares were admitted to trading on the MICEX and RTS Stock Exchanges. in July 2006, the company's shares were included in the MICEX "B" Quotation List. Today, about 40 percent of WGC-3 shares is in free float, and 59.7 percent is owned by RAO "UES of Russia".

This announcement is not for publication or distribution in the United States. This press release is not an offer of any securities of OAO "WGC-5" for sale into the USA. No securities of OAO "WGC-5" may be offered or sold in the United States unless they are registered under the US Securities Act of 1933 or are exempt from registration under said Act. OAO "WGC-5" has not registered and does not intend to register any of its securities in the United States or make a public offer of its securities in the United States.

This document does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000. To the extent that this document induces to engage in investment activity, this announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) high net worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). The securities are available only to, and any invitation or offer may be directed at, or any agreement to subscribe for, purchase or otherwise acquire, any shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

In any EEA member state that has implemented Directive 2000/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement should not be construed as an invitation or inducement to engage in investment activity within the meaning of the Prospectus Directive. To the extent that this announcement induces to engage in investment activity, it is only addressed to and directed at persons in that member state who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the announcement may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.

This announcement is not a public offer or advertisement of securities in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase any securities in the Russian Federation.

* * *

The Board approved the extension of the agreement between RAO "UES of Russia" and OAO "UES FGC" on the fiduciary management of IDC shares for six months and instructed the Management Board of RAO "UES of Russia" to take the appropriate measures to that end. Also, the Board of Directors instructed the Management Board to draft and submit to the Board of Directors, in Q1 2007, the proposed amendments to the terms of fiduciary management agreement, its objectives, and the criteria for assessing their efficiency, taking into account the objectives of distribution business restructuring and the time frame for RAO UES reorganization. After the approval of the amendments by the Board, the fiduciary management agreement will be prolonged until the second phase of the Company's reorganisation is completed.

The agreement currently in effect expired on 1 December 2006. On 31 August 2006, the RAO UES Restructuring Commission stated that it was necessary to prolong the agreement for the transition period until the Company's reorganization.

The Director Board first approved the decision to conclude such an agreement on 25 November 2005 when considering the progress in the implementation of the electricity reform. The decision was designed to create a centralized system for management of the distribution network facilities, maintain their reliability, efficient functioning and development.

The Board of Directors charged the Management Board with the task to produce proposals on the strategy for handling shares in distribution companies, including the alternatives arrangements for management of IDC shares.

OAO "UES FGC" runs four Interregional Distribution Companies (IDCs) - OAO "Center and North Caucasus IDC", OAO "North-West IDC", OAO "Urals and Volga IDC", and OAO "Siberia IDC". which are wholly-owned subsidiaries of RAO "UES of Russia" Today, the four IDCs comprise 58 distribution grid companies.

The DCs, which are run by OAO "UES FGC", operate 1,558,800 km of transmission lines and transformer substations with the total capacity of 353,2000 MVA in an area of 9.46 million sq.km. The companies transport 649.3 billion kWh of electricity yearly.

During the period when these DCs were run by OAO "UES FGC", their financial and operational performance improved (including their net and total assets value, ratings, receivables/payables ratio, net profit, and dividends). The amount of investments in network expansion increased 2.3-fold to RUB53.8 trillion from RUB23.3 trillion, and 3-4-fold in some DCs. The useful supply of electricity increased by 26 billion kWh, while THE electricity losses declined by RUB6.7 billion, or 1.36 percent.

The companies have implemented a number of projects designed to develop the distribution grids. They are now drafting plans for long-term development of DCs and conclude agreements on implementation of investment programmes with regional authorities.

Between 1 December 2005 and 1 December 2006, the capitalization of the companies run by OAO "UES FGC" grew by RUB202 billion (or 179 percent) to RUB315 billion (this figure excludes the wholly-owned subsidiaries of RAO "UES of Russia" and the companies reorganized in 2006).

***

The Board of Directors of RAO "UES of Russia" elected Victor Pauli, former Deputy Technical Director and Chief Technical Inspector of RAO "UES of Russia" to the Management Board.

* * *

The Board of Directors took a decision to complete the establishment of OAO "Volzhskaya TGC".

The Board approved the items of business to be considered by shareholder meetings of OAO "Volzhskaya TGC, OAO "Samara Territorial Generation Company", OAO "Saratov Territorial Generation Company", and OAO "Ulyanovsk Territorial Generation Company", relating to their merger with and into OAO "Volzhskaya TGC".

The Board instructed RAO UES representatives to vote at the shareholder meeting of OAO "Volzhskaya TGC" FOR increasing the authorized capital of THE Company and the issuance of 24,677,500,000 additional ordinary shares, RUB1 par value each.

These shares will be exchanged for shares in the companies merging with OAO "Volzhskaya TGC".

The Board of Directors also approved the share exchange ratios. One ordinary share of OAO "Volzhskaya TGC" of RUB1 par value will be exchanged for:

- 180,550,311/669,422,153 of an ordinary share in OAO "Samarskaya TGC" of RUB0.25 par value;

- 180,550,311/613,056,808 of a Type A preferred share in OAO "Samarskaya TGC" of RUB0.5 par value;

- 180,550,311/145,512,396 ordinary shares in OAO "Saratovskaya TGC" of RUB0.17 par value;

- 180,550,311/133,260,252 Type A preferred shares in OAO "Saratovskaya TGC" of RUB0.17748 par value;

- 180,550,311/22,705,555,999 of an ordinary share in OAO "Ulyanovskaya TGC" of RUB6 par value;

- 180,550,311/20,793,748,184 of a Type A preferred share in OAO "Ulyanovskaya TGC" of RUB6 par value.

 

 

 

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