Corporate Action
ATTENTION: International Research, Sales, Trading and Operations Staff
MERGER WITH IDGC OF SOUTH
OLD
Name:
Rostovenergo / Rostovenergo - Pref
Country:
Russia
Symbol:
RTVGY / RTVGY
CUSIP Number:
77853Q108 / 77853Q207
Exchange:
OTC
Ratio:
1 DRs :100 ORDs
Owners of American Depositary Receipts (ADRs) of OJSC “Rostovenergo” (the “Company”), issued under the respective Deposit Agreements among the Company, The Bank of New York, as Depositary, (the “Depositary”) and the Owners of ADRs from time to time (the “Deposit Agreement”), are hereby notified that an Extraordinary General Meeting of Shareholders of the Company was held on January 18, 2008 in Russia at which a reorganization involving a merger (the “Merger”) was approved whereby Rostovenergo was merged with IDGC of South. The Merger became effective on March 31, 2008 to the Company’s shareholders in Russia as of the record date of March 28, 2008 whereby the Rostovenergo common and preference shares were converted on a mandatory basis as follows:
•
Every one (1) common share of Rostovenergo was converted into 5.17887231191 common shares of IDGC of South.
•
Every one (1) preference share of Rostovenergo was converted into 4.74280718902 common shares of IDGC of South.
Each Rostovenergo ADR represents 100 common or preference shares of the Company, as applicable.
The IDGC of South shares are not listed in Russia at this time. The Company plans to list in due course. However, there is no assurance that it will be listed at any time or the timing of any such listing.
The distribution of the IDGC of South shares has not been registered, and may not be exempt under the United States Securities Act of 1933, as amended (the "Securities Act"), and will not be distributable to all of Rostovenergo’s ADR holders.
IDGC of South has indicated that it may set up sponsored Rule 144A and Regulation S DR programs for Qualified Institutional Buyers and eligible holders outside of the United States to certify and elect to take DRs. However, there is no guarantee that such programs may be established or if so, when. Furthermore, at this time a sale of the IDGC of South shares for distribution of any net proceeds to Rostovenergo’s ADR holders in exchange for their ADRs does not seem equitable, feasible or practicable.
At such time as a distribution is determined, the Depositary will call in the Rostovenergo ADRs in exchanged for the distribution (i.e. DRs or cash) and terminate the ADR programs.
Our books are currently closed for issuances and cancellations of Rostovenergo’s ADRs. However, our books will be re-opened to process cancellations in exchange for the distribution and termination of the ADR program.
New York
Jason A. Smith
Assistant Treasurer
Jason.smith@bnymellon.com
212 815 3874 Telephone
London
Joseph Oakenfold
Assistant Vice President
Joseph.oakenfold@bnymellon.com
44 207 964 6419 Telephone
This information and data is provided for general informational purposes only; it is not investment advice and should not be used for any investment decisions nor trading purposes. The Bank of New York Mellon does not warrant or guarantee the accuracy, timeliness or completeness of this announcement and shall have no liability for investment or other decisions based hereon, including market value loss on the sale or purchase of securities or other instruments or obligations. We do not undertake any obligation to update or amend this information or data. Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities. Please also see “Terms of Use.”
adrbny.com/files/AC22288.pdf