OGK-2 and OGK-6 to buy back 0.62% and 3.47% stakes from Inter RAO
MOSCOW. Aug 12 (Interfax) - OJSC Inter RAO UES has presented an offer to OJSC OGK-2 and OJSC OGK-6 for the generating companies to buy back stakes in their own charter capital, the power holding told Interfax on Thursday.
Inter RAO's total stake in OGK-2 comes to 3.05% and OGK-6 - 13.2%. The company did not specify the size of the stakes in the gencos for buyback.
However, an informed source told Interfax that Inter RAO will present 0.62% in OGK-2 and 3.47% in OGK-6 for buyback.
The gencos will pay around 2 billion rubles for their own shares from Inter RAO.
The source told Interfax that the payment for the share buyback should take place before September 4. After the buyback, Inter RAO's stake in OGK-2 will decrease to 2.43% and OGK-6 - 9.73%. A source at Inter RAO said that the holding has no plans to sell off the leftover stakes and has valued its stake in the two gencos at 5.7% after their merger.
Shareholders in the gencos, who voted against their merger at the companies' respective annual meetings, had the right to demand buybacks. The buyback price for OGK-2 was set at 1.72 rubles per share and OGK-6 - 1.4 rubles.
Inter RAO voted against the merger of OGK-2 and OGK-6. Based on the buyback price and the total size of the packets offer, Inter RAO will receive 349 million rubles for its stake in OGK-2 and 1.57 billion rubles for the shares in OGK-6.
Based on the results of the gencos' shareholders vote on the merger at their annual meeting, up to 45.5% in OGK-2 and 44.4% in OGK-6 might be put up for buyback (including stakes of shareholders who did not take part in the vote but still have the right to request a share buyback).
However, in accordance with Russian legislation, both gencos might pay no more than 10% of the net asset value in order to acquire the shares, or 4 billion rubles for OGK-2 (total buyback up to 7.18%) and 4.2 billion rubles for OGK-6 (9.37%).
Considering a report on the buyback of Inter RAO's stakes in the genco, OGK-6 might pay 2.6 billion rubles for acquiring shares from other shareholders and OGK- 3.65 billion rubles.
The gencos do not appear to have satisfied Inter RAO's buyback demands in full, as significantly more shares were tendered for repurchase than the gencos could buy. Reports have said that if the limit is exceeded, then OGK-2 and OGK-6 must satisfy demand on a pro-rata basis. It would appear, on the basis of the stakes to be repurchased from Inter RAO, that OGK-2 will meet 20% of the demands of each shareholder and OGK-6 around 26%. OGK-2 minorities tendered five times more shares than the genco can buy, or 35.9%, and OGK-6 almost four times the limit, or 37.5%.
It was earlier reported that the Russian government authorized Inter RAO to sell 0.27% in 0.32% in OGK-2 and OGK-6. The power holding said that this authorization was necessary only for those stakes, which it received in the framework of an additional share issue from Rosimushchestvo (Russia's Federal State Property Service).
OGK-2 and OGK-6 completed its collection of applications from shareholders for buying back their stakes at the end of last week. The offer's results were confirmed by both gencos' boards of directors on Thursday. Both companies have yet to comment on the results of their respective board meeting.
It was earlier reported that the consolidation of the two gencos, under Gazprom's control, will take place by converting OGK-6's shares into OGK-2 at a conversion rate of 1.2141.
In order to do this, OGK-2 will hold an additional share issue worth 81.2% of its charter capital (26,593,712,352 shares at a face value of 0.3627 rubles each), into which shares in OGK-6 will be converted. The merger will be complete in the third and fourth quarter of 2011.
Gazprom Energoholding now owns 57.3% in OGK-2 and 60.6% in OGK-6, while minority shareholders own 42.7% and 39.4%, respectively. Following the consolidation, Gazprom Energoholding will own 58.8% while the minority shareholders will own 23.6% (OGK-2) and 17.7% (OGK-6) of the merged genco. The merged company's total installed capacity will reach almost 18 gigawatts with annual output at around 80 billion kilowatt hours.
The unification of the two gencos will take place parallel to an even bigger merger: the merger of Gazprom Energoholding and Viktor Vekselberg's Renova Group (consolidated in the IES Holding) respective energy assets. A joint venture will be formed in which Gazprom will hold 75% and Renova will own 25%. The merged company will account for one fourth of Russia's power system's capacity with 52 gigawatts. However, Russia's Federal Antimonopoly Service and Economic Development Ministry have criticized this plan.