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Press releases | Archive 2004

Notice of Execution of Preemptive Right

Notice of Execution of Preemptive Right

This is to notify the shareholders of the Issuer of the possibility and the procedure for the execution of the above-mentioned preemptive right.

Number of Additional Shares: 15,000,000 (fifteen million).

Name of the state registration agency that registered the issue of Additional Shares, state registration number of the issue and state registration date: The Regional Department of the Federal Securities Market Commission of Russia in the Central Federal District, No. 1-03-05214-Рђ-002-D, May 18, 2004.

Offer date: July 2, 2004

Offer price of Additional Shares (one Additional Share): 55 (fifty-five) rubles and 14 kopecks per share. The offer price of Additional Shares for shareholders executing their preemptive right: 53 (fifty-three) rubles and 49 kopecks per share.

Payments for Additional shares shall be made in full in Russian currency or in foreign currency (in US dollars at the exchange rate set by the Central Bank of the Russian Federation as of the date of making the payment for the shares to be acquired) at the moment of the acquisition of shares, in accordance with the Resolution on Additional Issue of Securities and the Prospectus of Securities. Additional Shares of this issue shall be paid for before a shareholder submits an application for acquiring Additional Shares.

Bank account details for payments for Additional Shares during the offering for persons having a preemptive right to acquire shares:

For payments in Russian rubles:
Account owner: RBC Information Systems Open Joint-Stock Company
Account No. 4070281000000000040
Credit organization:
Full company name: Commercial Bank MacPromBank Limited Liability Company
Short company name: MacPromBank Ltd.
Address: 75/9 Leninsky Prospekt, Moscow 119261
Bank ID: 044552522
Taxpayer ID: 7736022535
Correspondent account No. 30101810400000000522

For payments in US dollars:
Account owner: RBC Information Systems Open Joint-Stock Company
Account No. 40702840900009100403
Credit organization:
Full company name: Commercial Bank MacPromBank Limited Liability Company
Short company name: MacPromBank Ltd.
Address: 75/9 Leninsky Prospekt, Moscow 119261
Bank ID: 044552522
Taxpayer ID: 7736022535
Correspondent account No. 30101810400000000522

The method of determining the number of Additional Shares that each shareholder is entitled to acquire: The maximum number of Additional Shares that a shareholder in the Issuer can acquire within the bounds of the preemptive right shall be calculated in accordance with the following formula:

Рђ =K*15 000 000
100 000 000

where

A is the maximum number of Additional Shares that a shareholder can acquire within the bounds of the preemptive right; and
K is the number of common shares in the Issuer that belonged to the respective shareholder as of January 12, 2004.

Within the bounds of the preemptive right, a Shareholder is entitled to buy any number of Additional Shares not exceeding the maximum number.

Validity period of the preemptive right: 45 (forty-five) days after the publication of this Notice in the Rossiyskaya Gazeta newspaper.

Preemptive right execution terms

A Shareholder is entitled to execute the preemptive right to acquire Additional Shares in OAO RBC Information Systems in full or in part by means of submitting a written application to the Issuer (hereinafter referred to as Application). The original or a notarized copy of a document confirming payment for shares to be acquired shall be attached to the Application.

An Application can be submitted to the issuer from the date of publication of the Notice until the end of the validity period of the preemptive right.

An Application shall contain the following:

  • Headline: “Application for Preemptive Acquisition of shares in RBC Information Systems Open Joint-Stock Company;”
  • Name (full company name) of the shareholder;
  • Taxpayer ID (for individuals a taxpayer ID shall be provided if available);
  • Residential address (location) of the shareholder;
  • For individuals: passport details (day, month, year and place of birth, passport type and number, and date and place of issuance);
    For legal entities: number, date and place of issue of the certificate of state registration of the legal entity and the certificate of recording of the legal entity on the Unified State Register of Legal Entities;
  • Personal account number on the register for transferring shares that are acquired;
  • Number of shares to be acquired;
  • Amount of money paid for shares to be acquired;
  • Bank account details of the shareholder (bank account or bank card details) or declaration that in the event some amount of funds has to be returned, the shareholder prefers to receive money from the Company in cash;
  • Reference to the document attached to the Application, certifying payment for shares that the Shareholder plans to acquire.

An Application shall be signed by the shareholder or a representative who has a power of attorney (signature of an officer and a stamp are required for legal entities and a signature is required for individuals). In the event an Application is signed by a representative who has a power of attorney, the original or a notarized copy of the duly issued power of attorney shall be attached to the Application.

An Application and documents about payment for Additional Shares attached to it shall be delivered to the following address by the shareholder or an authorized representative, who has a duly certified power of attorney for representing the interests of the shareholder:

Building 1, 78 Profsoyuznaya St., Moscow 117393 on any day of the week Monday through Friday from 9 a.m. until 6 p.m., from the date of publication of the Notice until the expiration of the validity term of the preemptive right to acquire shares.

A person having a preemptive right to acquire shares shall submit an Application within 45 calendar days after the date of publication of the Notice in the Rossiyskaya Gazeta newspaper (hereinafter referred to as the Preemptive Right Validity Period).

The Issuer will sort accepted Applications in the order of their arrival (beginning with the earliest) on a daily basis (on weekdays) and prepare a register of applications for buying securities.

The register of applications for buying securities, to be prepared by the Issuer, shall contain the conditions of each application: the purchasing price, the number of securities to be acquired, the date of receiving the application, as well as the company name or the full name of the applicant.

Additional Shares will be offered on the basis of the Applications after the approval of the register of Applications for buying securities by the Issuer’s financial consultant, beginning on the date when the offering of securities begins.

The Issuer shall issue a reassignment order on recording shares of the additional issue on a shareholder’s personal account. The number of shares shall correspond with that specified in the application, and in total, it shall not exceed the maximum number of shares that a shareholder is entitled to acquire within the bounds of the preemptive right. Issuance of the reassignment order by the Issuer shall mean acceptance of the offering of a person executing the preemptive right to acquire shares. A sales contract for shares shall be considered executed at the moment of the delivery of the respective reassignment order from the Issuer to the registrar.

Within 3 (three) days after receiving an Application, if any of the following conditions exist:

  • An Application does not allow the identification of a person on behalf of whom the Application is submitted, or a person who submits an Application has no preemptive right to acquire shares of the additional issue; the number of shares a shareholder wishes to acquire, specified in an Application, exceeds the number of shares this shareholder is entitled to acquire within the bounds of the preemptive right;
  • A shareholder fails to provide a document confirming payment for shares in accordance with the terms specified in this resolution on the issue;
  • A shareholder fails to pay for the shares in full;
  • The number of shares to be acquired is not specified in the Application,

then the Issuer shall notify the shareholder(s) that the execution of the preemptive right on conditions specified by the shareholder(s) is impossible, stating respective reasons. Money paid by such shareholder(s) shall be returned in accordance with the procedure specified in the Application within 5 days after the date of receiving the Application, unless the shareholder submits a new Application, following the correction of flaws that have prevented the fulfillment of the Application, during this period. In the event information about the procedure for returning the money is not provided in the Application, the money shall be returned at the shareholder`s request.

A shareholder is entitled to resubmit an Application, following the elimination of the problems that have made the execution of the preemptive right impossible, before the expiration of the validity period of the preemptive right.


Press and investor contacts:
Egor Timofeev
Tel: +7 (495) 363-1111
Email: pr@rbc.ru
Web: www.rbcholding.com