RusHydro Group completes the squeeze-out RAO ES EAST, PJSC shareholders
9 june 2016RusHydro Group completes the compulsory acquisition (squeeze-out) upon the enrolment of 887,233,672 of ordinary and 312,687,580 of preferred shares of RAO ES EAST, PJSC to the Vostok-Finance Limited (100% subsidiary of RAO ES EAST, PJSC) balance-sheet. This marks the end of the 100% consolidation process of RAO ES EAST, PJSC into the RusHydro Group initiated 8 months ago and resulted in the acquisition of over 13.8% of RAO ES EAST, PJSC charter capital from over 300 thousand individual and professional shareholders. The protection of minority shareholders rights was the key priority in this acquisition.
The voluntary tender offer held from November 2015 to February 2016 laid a start to the RAO ES EAST, PJSC consolidation resulted in the accumulating 11.11% of charter capital of RAO ES EAST, PJSC. The unique tender offer verified by the Bank of Russia envisaged the right of the RAO ES EAST, PJSC shareholders to get either cash or ordinary shares of PJSC “RusHydro”. The coincided with the tender offer growth of PJSC “RusHydro” market capitalization made the exchange option more preferable for the RAO ES EAST, PJSC shareholders since the PJSC “RusHydro” ordinary share price was determined based on the 6 months market price average totaling 0.5768 RUB. This resulted in the majority of minority shareholders (10.91% of charter capital) into choosing the exchange option with only 0.2% taking the money.
The buy-out of over 10% of shares with the consolidation of over 95% of RAO ES EAST, PJSC charter capital by RusHydro Group opened the opportunity in line with the legislation to make the compulsory acquisition (squeeze-out) from the remaining shareholders. The squeeze-out price determined by the independent appraiser equals for the ordinary shares 0,35 RUB and 0,22 RUB per preferred shares in full accordance with point 4 of article 84.4 of the Russian Federation’s law On Joint Stock Companies. The same price was used under price of the tender offer held from November 3, 2015 to January 18, 2016.
All shareholders had the opportunity to submit to the registrar “STATUS” their requests containing bank or broker account details by May 16, 2016. Afterwards proceeded the cash settlement until June 1, 2016. Shareholders who failed to submit their requests except for nominal holders may now request their cash proceeds from the notary office of Ms. Irina Vilvovskaya in the city of Khabarovsk, Russian Federation P.O. Box 680038, Volochaevskaya str. 180, tel. (4212) 56-33-42.
The full consolidation of RAO ES EAST, PJSC is being implemented pursuant to the approved long-term development plan of RusHydro Group aimed at increasing management efficiency of the of RAO Energy systems of the East holding.