Securities Prospectus)
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Approved on October 27, 20 08 Registered on (month) (day), 20 State registration number 1 – 0 1 5 5 3 8 5 – Е 2 – 0 1 – 5 5 3 8 5 – Е – by the Board of Directors of (state registration number assigned to the issue (additional issue) of JSC IDGC Holding securities) Federal Financial Markets Service (issuer's body approving (registration authority) the securities prospectus) (title and signature of the duly authorized employee of the Minutes No. 7 registration authority) of October 27, 20 08 Seal of the registration authority SECURITIES PROSPECTUS JSC Interregional Distribution Grid Companies Holding (full corporate name of the issuer) Uncertificated registered ordinary shares (class, category (type), form and other identification features of securities) Par value per share: One (1) ruble; quantity of securities: 41,041,753,984 (forty-one billion, forty-one million, seven-hundred fifty-three thousand, nine-hundred and eighty-four) securities (par value (if applicable) and quantity of securities; maturity for bonds and options of the issuer) Uncertificated registered preference shares (class, category (type), form and other identification features of securities) Par value per share: One (1) ruble; quantity of securities: 2,075,149,384 (two-billion, seventy-five million, one-hundred forty-nine thousand, three-hundred and eighty-four) securities (par value (if applicable) and quantity of securities; maturity for bonds and options of the issuer) http://www.e-disclosure.ru/portal/company.aspx?id=13806 (webpage used by the issuer for information disclosure) The information contained in this securities prospectus is subject to disclosure in accordance with the securities laws of the Russian Federation. THE REGISTRATION AUTHORITY IS NOT LIABLE FOR THE RELIABILITY OF INFORMATION CONTAINED IN THIS SECURITIES PROSPECTUS AND DOES NOT EXPRESS ITS ATTITUDE TOWARD THE SECURITIES BEING PLACED BY THE FACT OF ITS REGISTRATION. We hereby confirm the reliability of the initial financial (accounting) statements of the issuer as of July 1, 2008, and the conformity of the issuer's accounting procedure with the laws of the Russian Federation. Other information concerning the financial position of the issuer, contained in sections III, IV, V and VIII of this prospectus, was audited as to its conformity in 1 all material respects with the information contained in the audited initial financial (accounting) statements as of July 1, 2008. Full corporate name of the auditor: NP Consult Closed Joint-Stock Company. Director General NP Consult Closed Joint-Stock Company ____________ A. A. Nesterov Date (month) (day), 2008 Seal Director General, JSC IDGC Holding _____________ A. I. Kazakov Date (month) (day), 2008 Chief Accountant, JSC IDGC Holding _____________ S. V. Makshakov Date (month) (day), 2008 Seal 2 CONTENTS Introduction 7 I. Brief Information Concerning Individual Members of the Issuer’s Management Bodies, Details of the Issuer’s Bank Accounts, Auditor, Appraiser and Financial 9 Advisor and Other Individuals Who Signed the Prospectus 1.1. Individual Members of the Issuer’s Management Bodies 9 1.2. Bank Account Details of the Issuer 9 1.3. Information Concerning the Issuer’s Auditor(s) 12 1.4. Information Concerning the Issuer’s Appraiser 14 1.5. Information Concerning the Issuer’s Advisor(s) 14 1.6. Information Concerning Other Individuals Who Signed the Securities Prospectus 14 II. Brief Information Concerning Placement Value, Time Limits, Procedure and 15 Conditions for Each Class, Category (Type) of Issue-Grade Securities Being Placed III. Basic Information Concerning the Issuer’s Financial and Economic Condition 16 3.1. Financial and Economic Performance Indicators of the Issuer 16 3.2. Market Capitalization of the Issuer 16 3.3. Liabilities of the Issuer 17 3.3.1. Accounts Payable 17 3.3.2. Credit History of the Issuer 18 3.3.3. Liabilities of the Issuer with Regard to Collateral Furnished to Third Parties 18 3.3.4. Other Liabilities of the Issuer 18 3.4. Goals of Issuance and Ways of Using Proceeds from the Issuance of Issue-Grade 18 Securities 3.5. Risks Associated with the Acquisition of Issue-Grade Securities Being Placed 18 3.5.1. Industry-Specific Risks 19 3.5.2. Country and Regional Risks 20 3.5.3. Financial Risks 22 3.5.4. Legal Risks 24 3.5.5. Risks Associated with the Issuer’s Activities 26 3.5.6. Bank Risks 27 IV. Detailed Information Concerning the Issuer 28 4.1. Establishment History and Development of the Issuer 28 4.1.1. Data Concerning the Issuer’s Corporate Name 28 4.1.2. Information Concerning the Issuer’s State Registration 28 4.1.3. Information Concerning the Issuer’s Establishment and Development 28 4.1.4. Contact Details 30 4.1.5. Taxpayer Identification Number 30 4.1.6. Branches and Representative Offices of the Issuer 30 4.2. Core Business Activities of the Issuer 31 4.2.1. Industry in Which the Issuer Operates 31 4.2.2. Core Business Activities of the Issuer 31 4.2.3. Materials, Goods (Raw Materials) and Suppliers of the Issuer 31 4.2.4. Target Markets for the Issuer’s Products (Work, Services) 31 4.2.5. Information Concerning the Licenses Held by the Issuer 31 4.2.6. Joint Operations of the Issuer 31 4.2.7. Additional Requirements for Issuers From Among Incorporated Investment 32 Funds, Insurers or Lending Institutions, Mortgage Agents 4.2.8. Additional Requirements for Issuers Whose Core Business Is the Extraction of 32 Mineral Resources 4.2.9. Additional Requirements for Issuers Whose Core Business Is the Provision of 32 3 Communication Services 4.3. Plans for Future Activities of the Issuer 32 4.4. Participation of the Issuer in Industrial, Banking and Financial Groups, Holding 32 Companies, Concerns and Associations 4.5. Subsidiaries and Dependent Business Entities of the Issuer 33 4.6. Composition, Breakdown and Value of the Issuer’s Fixed Assets, Information Concerning Plans for the Acquisition, Replacement, Retirement of Fixed Assets and 112 All Evidence of Encumbrance of the Issuer’s Fixed Assets 4.6.1. Fixed Assets 112 V. Information Concerning the Issuer’s Financing and Economic Activities 114 5.1. Financial and Economic Performance of the Issuer 114 5.1.1. Profit and Loss 114 5.1.2. Factors Which Affected the Amount of Revenue from the Sale of Goods, Products, Work, Services by the Issuer and the Issuer’s Profit (Loss) from Operating 114 Activities 5.2. Liquidity of the Issuer, Capital and Current Asset Adequacy 114 5.3. Value and Structure of the Issuer’s Capital and Current Assets 114 5.3.1. Value and Structure of the Issuer’s Capital and Current Assets 114 5.3.2. Financial Investments of the Issuer 116 5.3.3. Intangible Assets of the Issuer 116 5.4. Information Concerning the Policy and Expenses Incurred by the Issuer in the Area of Scientific and Technological Development, in Respect of Licenses and Patents, 116 New Developments and Research 5.5. Analysis of Trends in the Issuer’s Core Business 116 5.5.1. Analysis of Factors and Conditions Affecting the Issuer’s Activities 117 5.5.2. Competitors of the Issuer 118 VI. Detailed Information Concerning Individual Members of the Issuer’s Management Bodies, the Issuer’s Bodies Controlling Its Financing and Economic 119 Activities and Brief Information Concerning the Issuer’s Employees (Personnel) 6.1. Details of the Structure and Jurisdiction of the Issuer’s Management Bodies 119 6.2. Information About Individual Members of the Issuer’s Management Bodies 124 6.3. Information Concerning the Amount of Remuneration, Benefits and/or 149 Reimbursement of Expenses for Each Management Body of the Issuer 6.4. Information Concerning the Structure and Authority of Bodies Exercising Control 149 of the Issuer’s Financing and Economic Activities 6.5. Information Concerning Individual Members of Bodies Exercising Control of the 152 Issuer’s Financing and Economic Activities 6.6. Information Concerning the Amount of Remuneration, Benefits and/or Reimbursement of Expenses for the Body Exercising Control of the Issuer’s Financing 157 and Economic Activities 6.7. Data Concerning Headcount and High-Level Data Concerning the Education and Composition of the Issuer’s Personnel (Employees) and Changes in the Issuer’s 157 Employee (Personnel) Headcount 6.8. Information Concerning Any Obligations of the Issuer to Its Employees (Personnel) Regarding Their Possible Participation in the Authorized Capital of the 157 Issuer VII. Information Concerning the Issuer’s Participants (Shareholders) and Related- 158 Party Transactions Executed by the Issuer 7.1. Information Concerning Total Number of the Issuer’s Participants (Shareholders) 158 7.2. Information Concerning the Issuer’s Participants (Shareholders) Owning at Least 5 Percent of Its Authorized (Share) Capital (Unit Trust) or at Least 5 Percent of Its 158 Ordinary Shares; Information Concerning Participants in (Shareholders of) Such 4 Entities Owning at Least 20 Percent of the Their Authorized (Share) Capital (Unit Trust) or at Least 20 Percent of Their Ordinary Shares 7.3. Information Concerning the Stake Held by the Government or Municipality in the 159 Issuer’s Authorized (Share) Capital (Unit Trust) and Special Right ("Golden Share") 7.4. Information Concerning Restrictions on Participation in the Issuer’s Authorized 160 (Share) Capital (Unit Trust) 7.5. Information Concerning Changes in the Composition and Value of Stakes Held by the Issuer’s Shareholders (Participants) Owning at Least 5 Percent of Its Authorized 160 (Share) Capital (Unit Trust) or at Least 5 Percent of Its Ordinary Shares 7.6. Information Concerning Related-Party Transactions Executed by the Issuer 161 7.7. Information Concerning the Value of Accounts Receivable 161 VIII. Accounting Statements of the Issuer and Other Financial Information 162 8.1. Annual Accounting Statements of the Issuer 162 8.2.