Not for release, publication or distribution in the United States, Australia, Canada or Japan
As of April 25, 2007, the trade in ordinary shares in Generation Company Four of the Wholesale Power Market (OGK-4) at MICEX (code: OGKD) and RTS Stock Exchange (code: OGKDG) will be suspended. The trade in OGK-4 shares on the RTS Classical Market has been suspended since April 20, 2007. The suspension of trading in OGK-4 shares is due to the conversion of shares of the first issue (par value of 1 ordinary share: 1 ruble) into shares of the second issue with a lower par value (par value of 1 share: 0.4 ruble) scheduled by for April 25. In this connection, shares of the first issue with a par value of 1 ruble will be simultaneously redeemed (canceled).
On April 19, 2007, the Federal Financial Markets Service (FFMS) decided on the state registration of the OGK-4 Decision on Securities Issue and the OGK-4 Prospectus for shares to be placed by conversion. The state registration number of the issue is 1-02-65104-D. OGK-4 shares of the second issue are expected to start being traded at the stock exchanges in May 2007, after the state registration of the Report on the Issue Results. According to the Standard for Securities Issues approved by the FFMS Resolution, the State Registration of the Report on the Issue Results shall be performed by the Regulator not later than 14 days from the date of receipt of relevant documents from the Issuer.
According to an earlier statement made by Deputy Director General for OGK-4 Corporate Policy Sergey Zhizhoma, the measures for the decrease of the OGK-4 authorized capital are of a technical nature. "For its part, OGK-4 will apply its best efforts, in terms of preparation of relevant documents and adherence to the requirements of RTS and MICEX, to have the trade in OGK-4 shares resumed as soon as possible," emphasized Mr. Zhizhoma.
The decision to reduce the OGK-4 authorized capital by means of decreasing the par value of the placed shares was made at the March 1, 2007, Extraordinary General Meeting of the Company. The authorized capital of the Company will be reduced from 49,130,625,974 rubles to 19,652,250,389.6 rubles, with a par value of one registered ordinary share in OGK-4 to be decreased from 1 ruble to 0.4 ruble. The decrease in the OGK-4 authorized capital is in accordance with the Federal Law "On Joint-Stock Companies" to align the net asset value with the Company's authorized capital.
These materials are not an offer for sale of any securities of OAO OGK-4 (the «Company») in the United States, the Russian Federation, Australia, Canada or Japan. Any securities of the Company 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 Company does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «Order») or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as «relevant persons»). Any person who is not a relevant person should not act or rely on this communication 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 Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the «Prospectus Directive») is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or any person in Russia, and does not constitute an advertisement of any securities in the Russian Federation and must not be passed on to third parties or otherwise be made publicly available in the Russian Federation.