"Federal Grid Company of Unified Energy System
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"FEDERAL GRID COMPANY OF UNIFIED ENERGY SYSTEM", JOINT-STOCK COMPANY (incorporated under the laws of the Russian Federation) Admission to the Official List and to Trading on the London Stock Exchange of Global Depositary Receipts This prospectus (the "Prospectus") relates to an admission to listing and to trading of Global Depositary Receipts (the "GDRs"), each representing 500 issued ordinary shares with a nominal value of RUB 0.50 each (the "Shares") of Joint-Stock Company "Federal Grid Company of Unified Energy System", an open joint-stock company incorporated under the laws of the Russian Federation ("Federal Grid" and, together with its subsidiaries, consolidated in the combined and consolidated financial statements of Federal Grid, the "Group"). We have received the approval of the UK Financial Services Authority ("FSA") in accordance with the prospectus rules (the "Prospectus Rules") of the FSA made under section 73A of the Financial Services and Markets Act 2000 ("FSMA") in relation to the listing of the GDRs. There is no offering of GDRs or Shares in any jurisdiction in connection with the listing of the GDRs. This document comprises a prospectus relating to Federal Grid prepared in accordance with the Prospectus Rules. Applications have been made (1) to the FSA, in its capacity as competent authority under the FSMA to admit up to 2,511,896,256 GDRs, consisting of 3,281,929 GDRs outstanding on or about the date of this Prospectus and up to 2,508,614,327 additional GDRs to be issued from time to time, subject to the limitations and requirements of Russian law, to listing on the official list of the FSA (the "Official List"), which is expected on or about 28 March 2011 and (2) to the London Stock Exchange plc ("the "LSE") for such GDRs to be admitted to trading under the symbol FEES on the LSE's regulated market for listed securities which is regulated for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Admission to trading on the regulated market of the LSE is expected to take place on or about 28 March 2011. Trading is expected to commence on or about 28 March 2011. The price of the GDRs on the LSE will be quoted in US dollars. Prior to the listing of the GDRs, GDRs have not been listed or admitted to trading on any exchange. The Shares have been admitted to quotation list "B" of each of the Russian Trading System (the "RTS") and the Moscow Interbank Currency Exchange ("MICEX") under the symbol FEES and have been traded since 16 July 2008. The GDRs and the Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States, except to qualified institutional buyers ("QIBs") by certain US selling agents in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act ("Rule 144A"), or outside the United States to certain persons in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that sellers of the GDRs and the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Deutsche Bank Trust Company Americas is the depositary bank (the "Depositary") for the GDRs. The GDRs are issued pursuant to the Regulation S Deposit Agreement and Rule 144A Deposit Agreement both dated 29 February 2008, as supplemented, entered into between Federal Grid and the Depositary (the "Deposit Agreements"). The GDRs are issued in global registered form. The Regulation S GDRs are evidenced by a Master Regulation S Global Depositary Receipt (the "Master Regulation S GDR") which is registered in the name of BT Globenet Nominees Limited as nominee of Deutsche Bank AG, London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The Rule 144A GDRs are evidenced by a Master Rule 144A Global Depositary Receipt (the "Master Rule 144A GDR") which is registered in the name of Cede & Co., as nominee for the Depository Trust Company ("DTC"). Interests in Master Regulation S GDR and Master Rule 144A GDR are exchangeable for GDRs in definitive form in accordance with the provisions set out in "Terms and Conditions of the GDRs" and "Terms and Conditions of the GDRs – General Restrictions – Restrictions on Transfer". AN INVESTMENT IN THE GDRS INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR FACTORS THAT SHOULD BE CONSIDERED BEFORE PURCHASING GDRS. THE GDRS SHOULD ONLY BE PURCHASED AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. The date of this Prospectus is 23 March 2011 TABLE OF CONTENTS Page Summary ............................................................................................................................................................ 2 Risk Factors ........................................................................................................................................................ 8 General Information ......................................................................................................................................... 25 The Listing ....................................................................................................................................................... 31 Dividend Policy ................................................................................................................................................ 34 Capitalisation .................................................................................................................................................... 35 Selected Financial and Operating Information ................................................................................................. 36 Management's Discussion and Analysis of Financial Condition and Results of Operations ........................... 44 Qualification of Independent Auditors' Report ................................................................................................ 65 Electricity Industry in the Russian Federation ................................................................................................. 69 Business ............................................................................................................................................................ 81 Regulatory Environment ................................................................................................................................ 101 Related Party Transactions ............................................................................................................................. 105 Principal Shareholders .................................................................................................................................... 107 Management ................................................................................................................................................... 108 General Information on the Company ............................................................................................................ 118 Description of Charter Capital And Certain Requirements of Russian Legislation ....................................... 119 Terms and Conditions of the GDRs ............................................................................................................... 130 Summary of Provisions relating to the GDRs while in Master Form ............................................................. 149 Settlement and Clearing of the GDRs ............................................................................................................ 151 Taxation .......................................................................................................................................................... 153 Glossary .......................................................................................................................................................... 162 Financial Information ..................................................................................................................................... F-1 1 SUMMARY Following the implementation of the relevant provisions of Directive 2003/71/EC (the "Prospectus Directive") in each member state of the European Economic Area ("E.E.A."), no civil liability will attach to Federal Grid or those persons who are responsible for this summary in any such member state solely on the basis of this summary unless it is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus. Where a claim relating to the information contained in this prospectus is brought before a court in a member state of the E.E.A., the claimant may, under the national legislation of that member state, be required to bear the costs of translating this prospectus before legal proceedings are initiated. The following summary is intended as an introduction to this Prospectus and should be read in conjunction with the more detailed information contained elsewhere in this Prospectus. Investors should base their investment decision on an examination of the entire Prospectus. Overview We own, operate or manage the unified electricity transmission grid system of the Russian Federation (the "UNEG"), totalling 121,653 kilometres of electricity