TGC-10 Will not Crush the Shares
OREANDA-NEWS. December 4, 2007. Took place the extraordinary general meeting a shareholders JSC "TGC-10" in the form correspondence voting. The shareholders contributed in list owner securities on condition for September 20 2007 had a right to take part in meeting. The shareholders, having 81,6518 stocks JSC "TGC-10" have taken participation in meeting.
In agenda were an enclosed questions, connected with crushing the shares Company, reorganization in the form of the joining to him JSC "TGC-10 Holding", approving the agreement on joining JSC "TGC-10" and JSC "TGC-10 Holding", increase the authorized capital society, determination amount, face value, categories (the type) declared shares and contributing the change and additions in charter JSC "TGC-10".
In accordance with totals of the voting shareholders JSC "TGC-10" have voted "AGAINST" decision making about crushing the shares Company, on all rest questions more than 99 % shareholders, accepted participation in voting, have voted "FOR".
Within the framework of action on termination of the reorganization JSC RAO "UES of Russia", the shareholders JSC "TGC-10" accepted decision about reorganization Society in the form of the joining to him JSC "TGC-10 Holding" and about increase the authorized capital by accomodations of the additional shares for integer conversion in them shares joined Society.
JSC "TGC-10 Holding" will is created as a result of reorganization JSC RAO "UES of Russia" within the framework of program of the highlighting 20 minority holdings with their simultaneous joining to target companies (in particular, JSC "TGC-10 Holding" - to JSC "TGC-10"). On balance each of minority holdings in accordance with underbar balance JSC RAO "UES of Russia" will transferred a part block of shares corresponding to target company, as well as a part other assets JSC RAO "UES of Russia".
The shares JSC "TGC-10 Holding" will be distribute each minority shareholder JSC RAO "UES of Russia" (with the exception of LLC "Gasenergy company", JSC GMC "Noriliskiy Nickel", companies MADAKE ENTERPRISES COMPANY LIMITED) propotion quantity belonging to him shares OAO RAO "UES of Russia" in total amount of the shares JSC RAO " UES of Russia", belonging to minority shareholders (with the exception of LLC "Gasenergy company", JSC GMC "Noriliskiy Nickel", companies MADAKE ENTERPRISES COMPANY LIMITED).
At joining JSC "TGC-10 Holding" to JSC "TGC-10", shares JSC "TGC-10 Holding" will are immediately converted in shares JSC "TGC-10" on the grounds of confirmed by shareholders meeting a factors of conversion. As a result of terminations to reorganization JSC "TGC-10" will is isolated from JSC RAO "UES of Russia".
Terms of the accomodation of the additional shares:
1. Method accomodations of the additional shares - conversion shares JSC "TGC-10 Holding", joined to JSC "TGC-10", in additional ordinary stocks JSC "TGC-10", in order, provided by Agreement on joining JSC "TGC-10 Holding" to JSC "TGC-10".
2. The quantity of the placed shares:
- 1 819 124 (one million eight hundred nineteen thousand one hundred twenty four) of the pieces ordinary nominal shares by face value 1,66 (one aiming sixty six num) rouble each on the total amount 3 019 745,84 (three million nineteen thousand seven hundred fourty five integers eighty four num) rouble (if and when before date of the accomodation of the shares JSC "TGC-10 Holding", placed in accordance with the present decision, will not is realized crushing the shares JSC "TGC-10"); or
- 202 974 673 (two hundred two million nine hundred seventy four thousand six hundred seventy three) of the pieces ordinary nominal shares by face value 0,01 (the zero integer one hundredth) rouble each on the total amount 2 029 746,73 (two million twenty nine thousand seven hundred fourty six integers seventy three num) rouble (if and when before date of the accomodation of the shares JSC "TGC-10 Holding", placed in accordance with the present decision, will is realized crushing the shares JSC "TGC-10").
3. The coefficients conversion of shares:
3.1. If and when before date of the accomodation of the shares JSC "TGC-10 Holding", placed in accordance with the present decision, will not is realized crushing the shares JSC "TGC-10":
- 112,8506097943880000 ordinary stocks JSC "TGC-10 Holding" are converted in 1 ordinary stock JSC "TGC-10" face value 1,66 (one aiming sixty six num) of the rouble each;
- 123,2262609678840000 privileged shares JSC "TGC-10 Holding" are converted in 1 ordinary stock JSC "TGC-10" face value 1,66 (one aiming sixty six num) rouble each.
3.2. If and when before date of the accomodation of the shares JSC "TGC-10 Holding", placed in accordance with the present decision, will is realized crushing the shares JSC "TGC-10", as a result which face value of one ordinary stock JSC "TGC-10" will form 0,01 (zero integer one num) rouble:
- 0,6798229490978070 ordinary stocks JSC "TGC-10 Holding" are converted in 1 ordinary stock JSC "TGC-10" face value 0,01 (the zero aiming one hundredth) rouble each;
- 0,7423268716944830 preferred shares JSC "TGC-10 Holding" are converted in 1 ordinary stock JSC "TGC-10" face value 0,01 (the zero aiming one hundredth) rouble each.
4. If determination accounting quantity shares JSC "TGC-10", which must get the shareholder JSC "TGC-10 Holding", beside some shareholder JSC "TGC-10 Holding" accounting number of the shares will be fractional, that fractional part of such number of the shares subjects to truncation on the following rule:
- at importance of the sign, the following after comma, from 5 before 9 inclusive, to integer count is added a unit, but numbers the following after comma, are not taken into account;
- at importance of the sign, the following after comma, from 0 before 4 inclusive in payment is taken only integer number, but numbers the following after comma, are not taken into account;
- if as a result of truncation some shareholder will not be due to nor one share, that such shareholder gets one share JSC "TGC-10".
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