In order to conduct an independent assessment of TPP`s market value in accordance with the requirements of Section 77 of the Russian Corporations Act (the « JSC »), NCSP retained an independent expert, the CJSC Professional Appraisal Center. The purchase price of the Primorsk acquisition, proposed to the NCSPs Board of Directors, was set by the independent expert at $2.153 billion, with the TPP`s net debt not exceeding RUR10.94 billion (approximately $350.7 million over the exchange rate of $350.7 million set by the Central Bank of Russia at the time of the audit). June 30, 2010). Before the deadline set by the custodian to participate in the buyback expires, an instruction to cancel GDR funds for the buyback may be cancelled. After the expiry of the GDR deadline, a cancellation instruction for the GDR cannot be cancelled. The seller may give or sell the shares to other shareholders at a price below the full price. However, the seller is still threatened with a capital gains tax. The capital gain depends on the market value of the shares, not the selling price. If a shareholder sells its shares to the company, the shareholder may be subject to income tax.
The profit from the sale is treated as a dividend. However, in other circumstances, a capital gains tax may be charged to the shareholder. Shareholders and holders of the GDR who (i) held their positions as of November 8, 2010, the record date of the EGM, and (ii) either voted against or did not vote on the proposed transaction, may have their shares acquired by NCSP at a fixed price set by the Board of Directors. How are the procedures for GDR owners who wish to participate in the takeover? The total amount of funds that NCSP must use to purchase shares from shareholders exercising their sales rights does not exceed 10% of their net inventory value at the time of the EGM. To this end, the net inventory value is calculated on the basis of NCSP accounts established pursuant to the SAR on an unconsolidated basis on the last balance sheet closing date. If the value of the shares repurchased by NCSP exceeds 10% of the net inventory value, the stock is repurchased pro-rata. The beneficiaries of the GDR who are not included in the buyback are returned to the participating GDR owners. To the extent that rounding leads to the return of a split GDR, the custodian can pay a means of payment for such fractional funds of the GDR. Under what circumstances will NCSP propose to repurchase its shares from its holders? The Board of Directors of NCSP approved a fixed price of RUB 4.90 for each common share entitled to participate in the repurchase. The counterpayment of the shares transferred in the custodian`s repurchase on the instruction of a legitimate holder of the GDR is converted into U.S. dollars and paid by the custodian to the participating holder of the GDR, net of a cancellation tax of $0.05 per cancelled GDR. Euroclear, Clearstream and DTC will inform the custodian of the total number of DDR-DRS submitted to participate in the buyback.
The custodian ensures that each statement is supported by a buyback certification, as described above. In other words, the company sells its marketable securities, such as shares or bonds, to a shareholder. As part of the agreement, the group agrees to buy back the tradable securities at a later date.