09.12.2011
The Company may apply for admission of further GDRs within 12 months after 5 December 2011 (the date of the Prospectus).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
MRSK Holding (the “Company”), the largest electricity distribution company in Russia, announces that its Global Depositary Receipts (“GDRs”), each representing 200 ordinary shares of the Company, will be admitted today to the Official List of the UK Financial Services Authority (the "Official List") and to trading on the regulated market of the London Stock Exchange (the "LSE") under the symbol MRSK (the "Listing "). The Bank of New York Mellon is a depositary bank for the Company's GDRs programme.
Nikolay Shvets, CEO of MRSK Holding, commented:
“One of our priorities is to create conditions for attracting investments into the Russian electricity distribution system. Listing on the London Stock Exchange creates new opportunities for increasing the liquidity in our securities, as well as for the expansion and diversification of our investor base. Listing in London is an important milestone in our history.”
About MRSK Holding
MRSK Holding is the largest electricity distribution company in Russia and, the Company believes, one of the largest electricity distribution companies in the world by length of distribution lines and installed transformer capacity. MRSK Holding holds interests in and manages 11 interregional and five regional distribution grid companies in Russia.
As at 31 December 2010, MRSK Holding together with its subsidiaries owned and operated approximately 2.1 million kilometres of electricity distribution lines with a total installed transformer capacity of approximately 402 GVA.
Through its subsidiaries, the Company operates in 69 regions of Russia, covering an area of approximately 7.7 million square kilometres occupied by approximately 85 percent of Russia's total population according to Rosstat.
The Russian Federation holds 53.69 percent of MRSK Holding's total share capital. Gazprom through its subsidiaries owns 10.04 percent of the Company’s total share capital, and other legal entities, nominee shareholders and individuals hold the remaining 36.27 percent in MRSK Holding.
MRSK Holding is included in the MSCI Russia Standard Index, MSCI Russia Mid Cap Index and MSCI Russia IMI Index.
Details of the Listing
There is no offering of the Company's GDRs or shares in any jurisdiction in connection with the Listing.
The GDRs are issued pursuant to the Regulation S and Rule 144A Deposit Agreement dated 23 January 2009, as amended.
A total of 42,964,067 GDRs will be admitted to the listing on the Official List and to trading on the LSE, including 251,891 GDRs currently outstanding and up to 42,712,176 additional GDRs to be issued from time to time. The total number of GDRs to be admitted to trading on the LSE represents 8,592,813,400 ordinary shares of the Company or approximately 20 per cent. of the total number of the Company's ordinary shares currently outstanding.
The Company may apply for admission of further GDRs within 12 months after 5 December 2011 (the date of the Prospectus). Only the Company's ordinary shares that are in existence as at 8 December 2011 (the date of the Listing), and new Shares issued within the 12 months after the date of the Prospectus can be deposited for GDRs. New ordinary shares of the Company issued more than 12 months after the date of the Prospectus cannot be used as deposits for GDRs. For GDRs to be issued against such new ordinary shares, the Company will be required to produce a prospectus approved by the UKLA to enable such new ordinary shares of the Company to be deposited against GDRs.
MRSK Holding's ordinary shares are currently listed on quotation list "B" of the Russian Trading System (RTS) and quotation list "A-1" of the Moscow Interbank Currency Exchange (MICEX).
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Further information can be found at www.holding-mrsk.ru. Neither the content of the Company's website nor the content of any other website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this announcement.
For further information:
FTI Consulting (Financial Communications advisor)
Larisa Millings / Marc Cohen +44 20 7831 3113
Oleg Leonov / Maria Shiryaevskaya +7 495 795 0623
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The information contained herein does not constitute or form part of any offer or invitation to sell or the solicitation of any offer to buy or subscribe for, nor shall there be any sale or subscription of, the securities referred to herein in connection with listing of such securities or this announcement. The offer and the distribution of this announcement and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). MRSK Holding has not registered and does not intend to register any securities under the Securities Act or to conduct a public offering of any securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within (a)–(d) Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented EU Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is addressed solely to qualified investors (within the meaning of Article 21(1)(e) of the Prospectus Directive) in that Member State.
Information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering of securities in Russia. This information is not intended to be and must not be publicly distributed in the Russian Federation and is not intended to and must not be sent to persons who are not qualified investors under Russian law. GDRs of the Company have neither been nor will be registered in Russia, nor are they intended for placement or circulation in Russia.
