OREANDA-NEWS. May 10, 2011. JSFC Sistema (“Sistema” or the “Group”) (LSE: SSA), the largest diversified public financial corporation in Russia and the CIS, announces the reorganization of OJSC Sistema-Invest (“Sistema-Invest”), a subsidiary of Sistema, by merging into it CJSC Bashkir Integrated Energy Systems, CJSC UNKH-EnergoInvest, CJSC UNPZ-EnergoInvest and CJSC Novoil-EnergoInvest, reported the press-centre of Sistema.

These companies were previously owned by the Bashkir Oil and Energy Group of companies, including ANK Bashneft, OJSC Ufimsky NPZ, OJSC Novoil and OJSC Ufaneftekhim. During the merger, shares of Bashkir Integrated Energy Systems, UNKH-EnergoInvest, UNPZ-EnergoInvest and Novoil-EnergoInvest were converted into Sistema-Invest treasury shares and additionally issued ordinary shares (in December 2010, Sistema-Invest acquired 10% of its own ordinary shares, and in March 2011, four additional issues of Sistema-Invest’s shares were registered by the Federal Service for Financial Markets of the Russian Federation).
 
Following the reorganisation, the share of the Bashkir Oil and Energy Group of companies in the charter capital of OJSC Sistema-Invest will increase to 49.5%. OJSC Sistema-Invest will hold the 50.17% of ordinary shares of OJSC Bashkirenergo (47.87% of its charter capital) previously held by CJSC Bashkir Integrated Energy Systems, CJSC UNKH-EnergoInvest, CJSC UNPZ-EnergoInvest and CJSC Novoil-EnergoInvest.
 
Bashkir Integrated Energy Systems, UNKH-EnergoInvest, UNPZ-EnergoInvest and Novoil-EnergoInvest ceased to exist following the merger with Sistema-Invest.
 
The transaction will be completed upon the registration of the reports on the newly-issued ordinary shares of Sistema-Invest by the Federal Service for Financial Markets (“FSFM”).
 
This transaction is carried out within the framework of the optimisation of Sistema’s asset structure, one of key elements of which is to divide its fuel and energy assets. The deal is in line with the Group’s strategy of developing of electric energy assets, as well as establishing a federal vertically integrated oil company based on ANK Bashneft.
 
Additional information:
 
Charter capital structure of OJSC Sistema-Invest before additional share issues:
JSFC Sistema – 65.0%
JSC ANK Bashneft – 25.0%
OJSC Sistema-Invest (treasury shares) – 10.0%
 
Charter capital structure of OJSC Sistema-Invest following the additional share issue:
JSFC Sistema – 50.5%
JSC ANK Bashneft – 26.7%
JSC Ufaneftekhim – 8.2%
JSC Ufimsky NPZ – 7.3%
JSC Novoil – 7.3%
 
Following the transaction, OJSC Sistema-Invest will own the following stakes in the Bashkir Oil and Energy Group’s companies:
JSC ANK Bashneft – 20.9% of charter capital (25.0% of ordinary shares)
JSC Ufaneftekhim – 18.2% of charter capital (22.4% of ordinary shares)
JSC Novoil – 25.6% of charter capital (28.2% of ordinary shares)
JSC Ufimsky NPZ – 22.5% of charter capital (25.5% of ordinary shares)
JSC Ufaorgsintez – 21.5% of charter capital (24.9% of ordinary shares)
JSC Bashkirnefteproduct – 17.2% of charter capital (18.6% of ordinary shares)
JSC Bashkirenergo – 47.87% of charter capital (50.17% of ordinary shares).