November 01, 2011 19:11
OGK-2, OGK-6 complete merger
MOSCOW. Nov 1 (Interfax) - Russian gas major Gazprom has announced the completion of the merger of power generation companies OGK-2 (RTS: OGKB) and OGK-6 (RTS: OGKF), both of which it controls.
OGK-2 reported that its reorganization and the termination of OGK-6 had been recorded in the Unified State Register of Companies on Tuesday.
For the merger OGK-2 issued 26.59 billion shares, or 81.2% of existing capital, with par value of 0.3627 each, for conversion of OGK-6 shares at a ratio of 1.2141 OGK-6 to 1 OGK-2 share. Earlier, the OGK-6 shares were valued at 1.4 rubles each for the deal and the OGK-2 at 1.72 rubles each.
The results of the OGK-2 share issue have not yet been disclosed. Before the additional issue, charter capital was 32.73 billion shares with par value of 0.3627 rubles each (11.87 billion rubles).
OGK-6 included the Kirishskaya, Novocherkasskaya, Ryazanskaya, Cherepotvetskaya and Krasnoyarskaya 2 power stations with total capacity of 9,000 megawatts. Before consolidation, OGK-2 included the Pskovskaya, Serovskaya, Stavropolskaya, Troitskaya and Surgutskaya-1 power stations. In addition, OGK-2 is building a new Adlerskaya power station. OGK-2 has total capacity of 8,707 megawatts.
The new OGK will have capacity of almost 18 gigawatts and annual output of around 80 billion kilowatt hours.
Gazprom Energoholding (GEH, the company that controls Gazprom's (RTS: GAZP) main electricity assets), which owned 57.3% of OGK-2 and 60.6% of OGK-6 prior to the merger will keep the controlling stake. GEH will announce the final distribution of shares in the new company on Wednesday.
OGK-6 shares stopped trading on October 27 2011.
OGK-2 announced Tuesday that it had been delisted from the London Stock Exchange (LSE). The OGK-2 depository receipt program will still exist and clearing will be carried out by Euroclear and Clearstream (GDR, issued according to Regulation S) and DTC (Regulation 144A).
OGK-2 shares continue to be traded as usual and the additional issue shares (in which OGK-6 have converted into) will not appear on the exchange before December, after the results of the additional issue have been registered by the Federal Financial Markets Service (FFMS) and amendments made to the merged power generation company's charter.
Consolidation of OGK-2 issues is not possible before March 2012 (three months after FFMS registered the results of the additional share issue).
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