30 Dec 2010 15:16

Norilsk Nickel's Intergeneration to consider sale of OGK-3 to Inter RAO on Jan 21

MOSCOW. Dec 30 (Interfax) - OJSC Intergeneration, which is owned by MMC Norilsk Nickel , will consider the sale of its OGK-3 stake to Inter RAO UES at a shareholders' meeting on January 21.

Intergeneration has postponed the meeting on a number of occasions because parent company Norilsk Nickel has not made up its own mind on the sale. But the Norilsk Nickel board approved the sale of the group's entire stake - about 8% - at a meeting on Tuesday. Norilsk Nickel owns 79.24% of OGK-3 shares outright and about 6% are held on OGK-3's books and by Intergeneration. The entire deal is valued at 2.273 billion rubles. Inter RAO will pay for the OGK-3 stake with supplementary shares.

Following the sale, Norilsk Nickel will have about 13%-15% of shares in Inter RAO.

Norilsk Nickel and Intergeneration are not among the participants for the private placement of Inter RAO shares. Instead, they will receive the shares from an Inter RAO subsidiary, CJSC Inter RAO Capital, which will purchase a portion of the supplementary share issue.

Because the deal is being conducted under English law, Intergeneration shareholders must approve agreements concerning the liabilities of Inter RAO Capital and INTER RAO Trust B.V. (a Dutch-based Inter RAO subsidiary).

Norilsk Nickel formed Intergeneration during the UES Russia organization for asset exchanges during the UES reorganization. The result was the OGK-3 stake, whose size has changed a number of times since then. Norilsk Nickel owns 99.21% of Intergeneration shares. Former UES minority shareholders have the rest.