State registration numbers
By the decision of the Board of Directors of IDGC of Volga, JSC / - / - / -Minutes No. 8 of February 12, 2008
Federal Securities Commission
(position and signature of authorized person in the Registering Authority)
Seal of the Registering Authority
SECURITIES PROSPECTUS
"Interregional Distribution Grid Company of Volga",
Joint-Stock Company
uncertified registered ordinary shares
with face value of 0.1 (zero point one) rubles each
in the amount of 178,515,200,000 (One hundred and seventy eight billion, five hundred and fifteen million, two-hundred thousand) shares.
Internet page address used by the Issuer for disclosing information:
information contained in the present Securities Prospectus is subject to disclosure in accordance with the laws of the Russian Federation regulating the securities market.
REGISTERING AUTHORITY DOES NOT HOLD THE RESPONSIBILITY FOR THE INTEGRITY OF INFORMATION CONTAINED IN THE PRESENT SECURITIES PROSPECTUS AND DOES NOT EXPRESS ITS ATTITUDE TOWARDS SECURITIES TO BE PLACED BY THE FACT OF REGISTERING THE SECURITIES PROSPECTUS
This is to confirm the integrity of the Issuer's financial (accounting) reports for the first nine months of 2007 and that the Issuer maintains its accounting records in accordance with the laws of the Russian Federation. Other information regarding financial performance of the Issuer contained in the sections III, IV, V and VIII of the present Securities Prospectus has been verified for consistency with key data in financial (accounting) reports, which were audited."Fineart-Audit", Limited Liability Company
General Director
Fineart-Audit, LLC
February , 2008 / L.L. Vasheva
Seal here
General Director of IDGC of Volga, JSC
February , 2008 / D.V. Ryabov
Seal here
Chief Accountant of IDGC of Volga, JSC
February , 2008 / N.V. Vaitulenis
Seal here
Introduction6
I. Brief information on the Members of the Issuer's Management Bodies, Bank Accounts, Auditor, the Financial Advisor of the Issuer and other Signatories of the Securities Prospect
1.1. The Members of the Issuer's Management Bodies
1.2. Information on the Issuer's Bank Accounts
1.3. Information on the Auditor(s) of the Issuer:
1.4. Information on the Issuer's Appraiser:
1.5. Information of the Issuer's Advisors
1.6 Information on other Signatories of the Securities Prospectus:
II. Brief Information on the amount, date, procedure and conditions of placememt for each type, category (class) of the securities to be placed
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.1. Type, category (class) and form of securities to be placed:
2.2. Face value of each type, category (class), series of securities to be placed:
2.3. Planned volume of placement in monetary terms and the amount of securities to be placed
2.4. Price (pricing procedure) of securities to be placed
2.5. Procedure and period of securities placement:
2.6. Procedure and period of securities placement:
2.7. Procedure and conditions for concluding contracts during securities placement
2.8. List of potential buyers of securities to be placed
2.9. Procedure for disclosure of information on the placement and the results of the securities placement
III. General Information on the Issuer's financial and economic perormance
3.1. Indicators of the Issuer's financial and economic activity
3.2. The Issuer's Market Capitalization
3.3. Issuer's liabilities
3.3.1. Payables
3.3.2. Issuer's Credit History
3.3.3. Issuer's liabilities for collateral pledged to third parties
3.3.4. Other Issuer's Liabilities
3.4. Primary Purposes of Issue and Intended Use of Funds Raised From Issue
of Securities:
3.5. Risks Involved with Acquiring of Issue Securities to Be Placed (Placed)
3.5.1. Industry Risks
3.5.2. Country and regional risks
3.5.3. Financial risks
3.5.4. Legal risks
3.5.5. Risks associated with the Issuer's business activity
3.5.6. Bank risks
IV. Detailed Information About the Issuer
4.1. History of Establishment and Development of the Issuer
4.1.1. Information on the Issuer's business name
4.1.2. Information on State Registration of the Issuer
4.1.3. Information on establishing and development of the Issuer
4.1.4. Contact details
4.1.5. Taxpayer Identification Number
4.1.6. Branches and representative offices of the Issuer:
4.2. Issuer's core business activity
4.2.1. Issuer's industry
4.2.2. Issuer's core business activity
4.2.3. Supplies, raw materials and suppliers of the Issuer.
4.2.4. Markets for the Issuer's goods (works, services):
4.2.5. Information on licenses held by the Issuer
4.2.6. The Issuer's joint-venture activity
4.2.7. Special requirements for Issuers that are incorporated investment funds, insurance companies, credit institutions or mortgage brokers:
4.2.8. Special requirements for Issuers engaged in mining operations as core business activity:
4.2.9. Special requirements for Issuers engaged in providing communication services as core business activity:
4.3. The Issuer's plans for future activity
4.4. The Issuer's participation in industrial, bank or financial groups, holdings, corporate groups or associations
4.5. Branches and affiliated business entities of the Issuer
4.6. List, structure and value of the Issuer's fixed assets, information on plans for acquisition, replacement and retirement of fixed assets as well as all facts about impairment of fixed assets of the Issuer
4.6.1. Fixed assets
5.1. Results of financial and business activities of the Issuer
5.1.1. Profit and losses
5.1.2. Factors that affected the amount of revenue from sales of goods, products, works, services and the amount of profit (loss) of the Issuer from core business activity:
5.2. Liquidity of the Issuer, sufficiency of equity and current assets
5.3. Amount and structure of equity and current assets of the Issuer
5.3. Amount and structure of equity and current assets of the Issuer
5.3.2. Financial investments of the Issuer
5.3.3. Intangible assets of the Issuer
5.4. Information on the Issuer's policy and expenses for R&D in regard to licenses and patents, innovations and research
5.5. Analysis of tendencies in the Issuer's core business activity
5.5.1. Analysis of factors and conditions affecting the Issuer's activity
5.5.2. The Issuer's Competitors
Appendixes to the Securities Prospectus116
Introduction
a) General data on securities placed by the Issuer, in respect to which the present Securities Prospectus is registered:
a.1)
Type, category (class) of securities: registered ordinary shares
Form of securities:Uncertified
Amount of securities to be placed: 88,821,843,113 shares.
Face value: 0.1 (zero point one) of ruble
Method of securities placement: conversion of uncertified registered ordinary shares of Volzhskaya IDC, JSC into additional uncertified registered ordinary shares of IDGC of Volga, JSC due to affiliation
Procedure for securities placement:
Ordinary shares held by shareholders of Volzhskaya IDC, JSC (including shareholders who voted against reorganization or those who didn't take part in voting on this issue or didn't present their shares for buyout) are subject to conversion into additional shares of IDGC of Volga, JSC in accordance with the procedure and on terms of the Agreement on Affiliation of Volzhskaya IDC, JSC, Mordovenergo, JSC, Penzaenergo, JSC, Orenburgenergo, JSC, and Chuvashenergo, JSC to IDGC of Volga, JSC.
Ordinary shares of Volzhskaya IDC, JSC shall be converted into additional ordinary shares of IDGC of Volga, JSC.
The number of ordinary shares of Volzhskaya IDC, JSC subject to conversion into additional ordinary shares of IDGC of Volga, JSC is 12,952,805,335 shares.
Share conversion ratios:
20349/139540 of a registered ordinary share of Volzhskaya IDC, JSC with face value of 1 (One) ruble is convertible to 1 (One) additional ordinary share of IDGC of Volga, JSC with face value of 10 (Ten) kopecks.
If, when calculating the number of shares of IDGC of Volga, JSC to which a shareholder of Volzhskaya IDC, JSC is entitled due to conversion, the calculated number of shares for a shareholder of Volzhskaya IDC, JSC is fractional, the fractional number of shares is subject to rounding-off as follows:
- if the value of the figure after the point equals to 5 through 9, "one" is added to the integer and the digits that come after the point are not considered;
- if the value of the figure after the point equals to 0 through 4, only the integer is taken into account and the digits that come after the point are not considered;
- if as a result of rounding-off, a shareholder receives no shares from additional issuance, such shareholder shall receive one ordinary share of IDGC of Volga, JSC.
Not subject to conversion:
- treasury stock of Volzhskaya IDC, JSC including shares repurchased from shareholders of Volzhskaya IDC, JSC in accordance with the Article 75 of the Federal Law "On Joint-Stock Companies" and unsold at the moment of conversion in accordance with item 6 of the Article 76 of the Federal Law "On Joint-Stock Companies";
- shares of Volzhskaya IDC, JSC owned by IDGC of Volga, JSC;
- shares of IDGC of Volga, JSC owned by Volzhskaya IDC, JSC.
Registered ordinary shares of Volzhskaya IDC, JSC shall be deemed converted into registered ordinary shares of IDGC of Volga, JSC at the date of the cessation of business activity of Volzhskaya IDC, JSC as recorded in the Unified State Register of Legal Entities based on the data from the Shareholder Register of Volzhskaya IDC, JSC at the specified date.
Date of placement:
Date of the cessation of business activity of Volzhskaya IDC, JSC as recorded in the Unified State Register of Legal Entities.
Price of placement or the pricing procedure: not required to be specified for this form of placement.
Terms and conditions of collateral (if collateral bonds): not required to be specified since securities to be placed are not collateral bonds.
Terms and conditions of conversion (if convertible security): not required to be specified since securities to be placed are not convertible securities.
a.2)
Type, category (class) of securities: registered ordinary shares
Form of securities:uncertified
Amount of securities to be placed: 1,158,061,094 shares.
Face value: 0.1 (zero point one) of ruble.
Method of securities placement:
Conversion of uncertified registered preferred shares of Volzhskaya IDC, JSC into additional uncertified registered ordinary shares of IDGC of Volga, JSC due to affiliation.
Procedure for securities placement:
Preferred shares held by shareholders of Volzhskaya IDC, JSC (including shareholders who voted against reorganization or those who didn't take part in voting on this issue or didn't present their shares for buyout) are subject to conversion into additional shares of IDGC of Volga, JSC in accordance with the procedure and on terms of the Agreement on Affiliation of Volzhskaya IDC, JSC, Mordovenergo, JSC, Penzaenergo, JSC, Orenburgenergo, JSC, and Chuvashenergo, JSC to IDGC of Volga, JSC.
Preferred shares of Volzhskaya IDC, JSC shall be converted into additional ordinary shares of IDGC of Volga, JSC.
The number of registered preferred shares of Volzhskaya IDC, JSC subject to conversion into additional ordinary shares of IDGC of Volga, JSC is 184,396,054 shares.
Share conversion ratios:
20349/127791 of a registered preferred share of Volzhskaya IDC, JSC with face value of 1 (One) ruble is convertible to 1 (One) additional registered ordinary share of IDGC of Volga, JSC with face value of 10 (Ten) kopecks.
If, when calculating the number of shares of IDGC of Volga, JSC to which a shareholder of Volzhskaya IDC, JSC is entitled due to conversion, the calculated number of shares for a shareholder of Volzhskaya IDC, JSC is fractional, the fractional number of shares is subject to rounding-off as follows:
- if the value of the figure after the point equals to 5 through 9, "one" is added to the integer and the digits that come after the point are not considered;
- if the value of the figure after the point equals to 0 through 4, only the integer is taken into account and the digits that come after the point are not considered;
- if as a result of rounding-off, a shareholder receives no shares from additional issuance, such shareholder shall receive one ordinary share of IDGC of Volga, JSC.
Not subject to conversion:
- treasury stock of Volzhskaya IDC, JSC including shares repurchased from shareholders of Volzhskaya IDC, JSC in accordance with the Article 75 of the Federal Law "On Joint-Stock Companies" and unsold at the moment of conversion in accordance with item 6 of the Article 76 of the Federal Law "On Joint-Stock Companies";
- shares of Volzhskaya IDC, JSC owned by IDGC of Volga, JSC;
- shares of IDGC of Volga, JSC owned by Volzhskaya IDC, JSC.
Registered preferred shares of Volzhskaya IDC, JSC shall be deemed converted into registered ordinary shares of IDGC of Volga, JSC at the date of the cessation of business activity of Volzhskaya IDC, JSC as recorded in the Unified State Register of Legal Entities based on the data from the Shareholder Register of Volzhskaya IDC, JSC at the specified date.
Date of placement:
Date of the cessation of business activity of Volzhskaya IDC, JSC as recorded in the Unified State Register of Legal Entities
Price of placement or the pricing procedure: not required to be specified for this form of placement.
Terms and conditions of collateral (if collateral bonds): not required to be specified since securities to be placed are not collateral bonds.
Terms and conditions of conversion (if convertible security): not required to be specified since securities to be placed are not convertible securities.
a.3)
Type, category (class) of securities: registered ordinary shares
Form of securities:uncertified
Amount of securities to be placed: 9,553,398,365 shares.
Face value: 0.1 (zero point one) of ruble.
Method of securities placement:
Conversion of uncertified registered ordinary shares of Mordovenergo, JSC into additional uncertified registered ordinary shares of IDGC of Volga, JSC due to affiliation.
Procedure for securities placement:
Ordinary shares held by shareholders of Mordovenergo, JSC (including shareholders who voted against reorganization or those who didn't take part in voting on this issue or didn't present their shares for buyout) are subject to conversion into additional shares of IDGC of Volga, JSC in accordance with the procedure and on terms of the Agreement on Affiliation ofVolzhskaya IDC, JSC, Mordovenergo, JSC, Penzaenergo, JSC, Orenburgenergo, JSC, and Chuvashenergo, JSC to IDGC of Volga, JSC.
Ordinary shares of Mordovenergo, JSC shall be converted into additional ordinary shares of IDGC of Volga, JSC.
The number of ordinary shares of Mordovenergo, JSC subject to conversion into additional ordinary shares of IDGC of Volga, JSC is 1,345,037,710 shares.
Share conversion ratios:
20349/144531 of a registered ordinary share of Mordovenergo, JSC with face value of 1 (One) ruble is convertible to 1 (One) additional ordinary share of IDGC of Volga, JSC with face value of 10 (Ten) kopecks.
If, when calculating the number of shares of IDGC of Volga, JSC to which a shareholder of Mordovenergo, JSC is entitled due to conversion, the calculated number of shares for a shareholder of Mordovenergo, JSC is fractional, the fractional number of shares is subject to rounding-off as follows:
- if the value of the figure after the point equals to 5 through 9, "one" is added to the integer and the digits that come after the point are not considered;
- if the value of the figure after the point equals to 0 through 4, only the integer is taken into account and the digits that come after the point are not considered;
- if as a result of rounding-off, a shareholder receives no shares from additional issuance, such shareholder shall receive one ordinary share of IDGC of Volga, JSC.
Not subject to conversion:
- treasury stock of Mordovenergo, JSC including shares repurchased from shareholders of Mordovenergo, JSC in accordance with the Article 75 of the Federal Law "On Joint-Stock Companies" and unsold at the moment of conversion in accordance with item 6 of the Article 76 of the Federal Law "On Joint-Stock Companies";
- shares of Mordovenergo, JSC owned by IDGC of Volga, JSC;
- shares of IDGC of Volga, JSC owned by Mordovenergo, JSC.
Registered ordinary shares of Mordovenergo, JSC shall be deemed converted into registered ordinary shares of IDGC of Volga, JSC at the date of the cessation of business activity of Mordovenergo, JSC as recorded in the Unified State Register of Legal Entities based on the data from the Shareholder Register of Mordovenergo, JSC at the specified date.
Date of securities placement: Date of the cessation of business activity of Mordovenergo, JSC as recorded in the Unified State Register of Legal Entities
Price of placement or the pricing procedure: not required to be specified for this form of placement.
Terms and conditions of collateral (if collateral bonds): not required to be specified since securities to be placed are not collateral bonds.
Terms and conditions of conversion (if convertible security): not required to be specified since securities to be placed are not convertible securities.
a.4)
Type, category (class) of securities: registered ordinary shares
Form of securities:uncertified
Amount of securities to be placed:12,953,703,666 shares.
Face value: 0.1 (zero point one) of ruble.
Method of securities placement: conversion of uncertified registered ordinary shares of Penzaenergo, JSC into additional uncertified registered ordinary shares of IDGC of Volga, JSC due to affiliation.
Procedure for securities placement: