RAO UES of Russia expects the first stage of the holding company's reorganisation, namely the divestiture of Wholesale Generating Company No 5 (WGC-5) and Territorial Generating Company No 5 (TGC-5), to be over on 3-4 September. However, the power holding company cannot give its shareholders the exact reorganisation date and the record date for those who would like to take part therein, because of Russian law standards, according to what RAO told Interfax. The date of the end of the first reorganisation stage will be the date of the divestiture of WGC-5 Holding Company and TGC-5 Holding Company from RAO and their merger with WGC-5 and TGC-5, respectively. As a result, RAO UES shareholders will receive on their personal accounts, in addition to their shares of the power holding company, also shares of WGC-5 and TGC-5, proportionally to their interests in RAO. These operations - the divestment and the termination of business via the merger of the holding company structures - will be registered by the tax inspectorate and it is the registration date that will be considered the date of the completion of the first reorganisation stage. "We expect to file documents to the tax inspectorate, namely Federal Tax Service Inspectorate No 46 for the City of Moscow, on 27-28 August. Thereafter, according to the law, the tax inspectorate has five business days to register the companies," Maksim Zavalko, deputy director of the RAO UES Corporate Governance and Shareholder Relations Department, told Interfax. "What investors would like to know most is the date of record for taking part in the first reorganisation stage. We assume that the register will be closed at the end of the registration day, i.e. at 6:00 p.m.," added Mr Zavalko. Thus, all shareholders who purchase RAO UES shares on that day and have them entered into the register before 6:00 p.m. Moscow time will be entitled to shares of the generating companies to be spun off. In saying so, Mr Zavalko pointed out that the registrar has the right to conduct operations in the register during three days. Existing RAO UES shareholders do not have to take any additional steps to obtain shares of the companies to be spun off in connection with the first reorganisation of RAO UES of Russia. Trade in shares of RAO UES and the generating companies will not be suspended and shareholders will not bear any additional losses. RAO UES will be able to announce the registration of the divested companies on the next day after the registration date, whereas the filing of documents to the tax inspectorate will be announced on the same day in the issuer information disclosure section and on the RAO UES website. While commenting on repo transactions with RAO UES shares, the spokesman of the power holding company said that WGC-5 and TGC-5 shares will be due to those RAO UES shareholders who are entered into the register by the end of the state registration day. "For example, a shareholder sells shares under a repurchase agreement to a third party subject to their repurchase, say, on the next day of the state registration. The title to the shares is re-registered to the new shareholder and if it is the tax inspectorate's registration date today, it is the new owner who will receive WGC-5 and TGC-5 shares. The former owner, as he or she repurchases the shares on the next day, will receive them already without any right to WGC-5 and TGC-5 shares. The parties to the repo transaction may in principle stipulate some other terms though," explained Mr Zavalko. Stock market participants are concerned about some aspects of repo transactions with RAO UES shares at the moment of divestment from the power holding company. As was reported earlier, the investment company East Capital supported by a number of major market players sent a letter to the Moscow Interbank Currency Exchange (MICEX) Stock Exchange in which it notes that the current rules of trade on MICEX do not contain any provisions protecting the owners of shares who conclude repo transactions while the date of drafting a list of persons entitled to securities in connection with reorganisation in the form of a disinvestment occurs in the period of time between the first and the second parts of the repo transaction. |
