17 Mar 2010 15:04

Inter RAO offers 0.0167 rubles per TGK-11 share, could spend 5.8 bln rubles on buyout

MOSCOW. March 17 (Interfax) - Inter RAO UES is offering 0.0167 rubles per share to buy out minorities in TGK-11 , Inter RAO said in materials.

This is more than 30% below current market quotations for the genco's shares. The buyout could cost Inter RAO just under 5.8 billion rubles.

TGK-11's shareholder register closes on Wednesday for the purposes of informing shareholders of the possibility of an offer being made. "Any shareholder who owns shares prior to the closure of the register or who buys shares after that date within the period the offer is valid can take the offer up," an Inter RAO representative told Interfax.

The offer is valid 70 days after its receipt by the genco, in other words until May 26, 2010, Inter RAO said in a press release.

The last deal in TGK-11 shares on the MICEX Stock Exchange was struck at 0.0243 rubles per share, or 31.3% above the offer price.

The offer price is also way below the 0.040255 rubles a share at which the old power monopoly RAO UES of Russia hoped to sell TGK-11 to a strategic investor back in 2008.

Inter RAO filed an offer with the Federal Financial Markets Service (FFMS) to buy out minority shareholders in TGK-11 on March 2.

The state-owned Inter RAO has so far consolidated 32.69% of the genco.

The offer was due to be posted to the other shareholders if it passed the regulator's statutory 15-day review period.

Inter RAO is prepared to buy all the outstanding 345,173,715,669 ordinary shares or 67.31% in the Novosibirsk-based TGK-11, which controls 2,076 megawatts of power and 8,347 Gcal/h of heat capacity. Thus, the company could need to spend 5.764 billion rubles buying out minorities.

Inter RAO swapped a stake in another genco, TGK-12, which it had bought from the Federal Grid Company, for 28.8% of TGK-11, previously owned by shareholders in Siberian Coal and Energy Company (SUEK), in November last year. Inter RAO also controlled 1.09% of TGK-11 at the time. Its board sanctioned the acquisition of a further 2.79% of TGK-11 from unspecified owners on February 17 this year.

Inter RAO has said it intended to take control of 5.3% and 16.25% stakes in TGK-11 owned by LLC Neft-Aktiv, which is affiliated to Rosneft , and OJSC TGK-11 Holding, respectively.

It was also thought that Mikhail Ablyazov's E4 Group might hand its 27.4% of TGK-11 to Inter RAO, but it emerged recently that E4 had not paid for these shares and that the Federal Grid Company has taken possession of them.