NOT FOR DISTRIBUTION IN OR INTO UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE ACCESSING THESE MATERIALS IS UNLAWFUL.

 

The information contained in the following materials is restricted and is not for release, publication to, distribution in, or into the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where accessing these materials is unlawful.

The information contained herein does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities of PJSC "RusHydro" (the "Company" and, the "Shares", as applicable) or rights to subscribe for Shares in the United States or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.

The Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan and the Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. No public offering or sale of the Shares is being made in the United States. The Shares offered outside the United States are being offered in reliance on Regulation S under the Securities Act.

The information contained herein has not been approved by the Financial Conduct Authority or authorized person (as defined in the Financial Services and Markets Act 2000). The information contained herein is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons"). The information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In the European Economic Area ("EEA"), the information contained herein is only directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended).

The information contained herein must not be acted upon in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which the information herein relates is available only to Relevant Persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

 

 

 

 

RusHydro announces the renewal of securities issuance

 

August 16, 2019. Moscow, Russia. PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces the renewal of securities issuance from August 16, 2019 (state registration number 1-01-55038-Е-043D of August 27, 2018, ISIN RU000A0ZZJY9).

The Central Bank of the Russian Federation has registered additional issue of ordinary shares of RusHydro and the Securities Prospectus on August 27, 2018.

The number of Shares of the additional issue: 14,013,888,828 (fourteen billion thirteen million eight hundred eighty-eight thousand eight hundred twenty-eight) shares; the par value of each Share: 1 (one) ruble.

Manner of securities offering: open subscription.

Starting date of securities placement: April 19, 2019.

The completion date for securities placement is the earliest of the following dates:

•                  the 26th business day from the closing date of the Offer Collection Period (the offer collection period is established in Clause 8.3 of the Decision on the Additional Issue of Securities);
•                  the date of the last share placement;
•                  the expiry date of the two (2) year period from the date of state registration of this additional issue of Shares.

 

The placement price of 1 (one) Share of the Issuer, including when exercising the pre-emptive right to acquire the Issuer's Shares, is 1 (one) ruble 00 kopecks. The indicated placement price was determined by the decision of the Board of Directors of the Issuer on June 21, 2018 (Minutes No. 272 dated June 22, 2018).

Form and procedure of payment for additional shares: shares shall be paid for with money in Russian rubles, in noncash form.

Grounds for suspending the placement of securities: adoption of a decision by the RusHydro Board of Directors to introduce amendments to the Decision on the additional issue of securities and to the Securities Prospectus.

Suspension date of the securities offering: June 21, 2019.

The offering of an additional issue of securities is resumed in connection with the state registration of amendments to the decision on the additional issue of securities and to the securities prospectus by the Bank of Russia.

Registration date of amendments to the decision on the additional issue of securities and to the securities prospectus: August 15, 2019.

The securities offering is resumed from the date of the disclosure by the Issuer in the news and on the web pages http://www.edisclosure.ru/portal/company.aspx?id=8580 and http://www.rushydro.ru of information on the resumption of the securities offering - from August 16, 2019;

Restrictions related to the suspension of the securities offering (a ban on transactions and actions aimed at the securities offering) have been terminated.

In the event of the registration of amendments to the decision on the additional issue of securities and to the securities prospectus - a brief summary of registered amendments to the decision on the additional issue of securities and to the securities prospectus, as well as the procedure for accessing such amendments: Amendments to the resolution on additional share issue in the prospectus contain information on extension of deadline of share issue for one year as well as changes of other deadlines resulting from extension of the share issue deadline.

The Issuer will publish the text of registered amendments to the Decision on the Additional Issue of Securities and/or to the securities prospectus on the Issuer's web pages http://www.e-disclosure.ru/portal/company.aspx?id=8580 and http://www.rushydro.ru within no more than two (2) days from the date of publishing information on the registration of such amendments on the web page of the registration agency or from the date when the Issuer receives a written notice from the registration agency on the registration of such amendments by post, by fax, via email, by way of delivery against signature, whichever of these dates comes earlier.

Starting from the date of publication of information on the registration of amendments to the Decision on the Additional Issue of Securities and/or to the Securities Prospectus on the web page of the registration agency or from the date when the Issuer receives a written notice from the registration agency on the registration of the said amendments by post, by fax, via email, or by way of delivery against signature, whichever of these dates comes earlier, all stakeholders may examine such amendments and obtain copies thereof at the address: 7 Malaya Dmitrovka St., Moscow, Russia (at the location of the sole executive body of RusHydro).

From the said moment, any stakeholder shall have the right to receive a copy of the duly registered amendments to the Decision on the Additional Issue of Securities and/or to the Securities Prospectus at the address above for a fee that does not exceed the expenses for making copies of the said documents.