FGC shareholders approved the merger of Rosseti

MOSCOW, 15 Sep — PRIME. FGC shareholders approved the reorganization of the company through the merger of Rosseti, follows from the FGC materials.

“A decision was made: to reorganize PJSC “Federal Grid Company of the Unified Energy System” … (hereinafter – PJSC “FGC UES”) in the form of merger with PJSC “Russian Grids” (hereinafter – PJSC “Rosseti”), JSC “Far Eastern Energy Management Company – UNEG” … (hereinafter – JSC “DVEUK-UNES”), JSC “Tomsk backbone networks” … (hereinafter – JSC “Tomsk backbone networks”) and JSC “Kuban backbone networks” (OGRN 1062309023611) (hereinafter – JSC “Kuban backbone networks “)”, – the message says.

Also, FGC shareholders decided to increase the company’s authorized capital by placing an additional 1.749 trillion shares as part of the merger with Rosseti.

“Increase the authorized capital of PJSC FGC UES by placing additional ordinary shares of PJSC FGC UES in the amount of 1,748,834,450,193 (One trillion seven hundred forty-eight billion eight hundred thirty-four million four hundred and fifty thousand one hundred and ninety-three) shares with a par value of 50 (Fifty ) kopecks each for a total amount of 874,417,225,096 (Eight hundred seventy-four billion four hundred seventeen million two hundred twenty-five thousand ninety-six) rubles 50 kopecks at the par value of the shares,” the company said in a statement.

The shareholders chose the conversion of ordinary and preferred (if any) shares of companies merging with FGC into ordinary shares of the company as a method of additional issue. For each category of shares of each of the merging companies, their conversion ratios are determined.

In particular, the following is converted into one ordinary share of the company with a par value of 50 kopecks: 0.09040 / 0.60580 of an ordinary share in Rosseti with a par value of 1 ruble each; 0.09040 / 1.27300 preferred shares of Rosseti with a par value of 1 ruble; 0.09040 / 0.05600 type A preferred shares of OAO “Tomsk backbone grids” with a par value of 0.27378 rubles; 0.09040 / 0.86866 of an ordinary share of JSC “DVEUK-UNES” with a par value of 1 ruble.

The conversion ratios were calculated on the basis of the weighted average market (exchange) value of the shares of FGC and Rosseti a month before the decision by the boards of directors to convene the EGM on reorganization issues. The prices used in the calculation coincide with the planned prices for the repurchase of shares from those who disagree with the reorganization: 9.04 kopecks per FGC share, as well as 60.58 kopecks for an ordinary share of Rosseti and 1.273 rubles for a preferred one.

In mid-July, Rosseti and their subsidiary FGC announced an impending merger on the basis of FGC, which now manages the main power grids. The merged company will be called Federal Grid Company – Rosseti, short name – Rosseti. Earlier in September, the head of Rosseti Andrey Ryumin said that the merger is scheduled to be completed in early 2023.

Rosseti is one of the largest electric grid companies in the world. It manages 2.4 million kilometers of power lines, 528 thousand substations with a transformer capacity of more than 809 gigavolt-amperes. The controlling shareholder of Rosseti is the state represented by the Federal Property Management Agency (88.04% of the authorized capital).

FGC manages the Unified National Electric Grid. The main shareholder is the state company Rosseti, which owns 80.13% of the shares of FGC. The Federal Property Management Agency directly owns another 0.59% of the company’s shares, while minority shareholders own 19.28%.