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ON JANUARY 26, 2007 UAC ACCUMULATED 38.22% of IRKUT SHARES and FACED an OFFER OBLIGATIONS
On January 26, 2007 the core shareholders of Irkut delivered residuary stake of 7.61% of their shares to Unitad Aircraft Corporation (UAC). Thus, the whole stake of core shareholders of 38.22% was delivered as a contribution to the shareholders capital of UAC.
December 29, 2006 the first stake of 29.63% of Irkut shares had been transferred to UAC.
On January 10, 2007 FTC Company (core shareholders) had delivered another patch of 0.97% of Irkut shares. Hence, on January 10, 2007 UAC accumulated 30.60% of Irkut shares and faced an offer obligations (mandatory proposal on redemption of residuary shares).
The same date Irkut Corporation issued two notes in compliance with disclosure requirements of FCSM (Federal Commission on Security Markets) on occurrence of the new shareholder with a stake of more than 25%. Irkut published these notes as new information from the new shareholder and from the registrar had became available, which means that Irkut Corporation had received the formal notice (the obligatory notice from new affiliated company) from United Aircraft Corporation only on January 10, 2007.
In compliance with the law on joint-stock companies, UAC has to consign the offer to other Irkut’ shareholders within 35 days from the moment of consolidation of more than 30 % of shares of Irkut (the date of facing the offer obligations). The decision on the offer was accepted by the Board of Directors of UAC on December 12, 2006 and the corresponding assignment was given to the President of United Aircraft Corporation. The control under the offer execution was delegated to the President of UAC.
Prior to deliver this offer to Irkut, United Aircraft Corporation should have been ensured with a bank guarantee totaled the maximum sum under the offer. UAC has to direct the obligatory offer to FCSM to review. The date of dispatch is a record date to estimate a six-month weighted-average price of Irkut shares on Russian stock exchanges. UAC has to direct the offer to FCSM before the date of a direction of the offer to Irkut, but no more than for 15 days.
If FCSM has no remarks to the offer terms, on the expiry of 15 days after the delivery of the offer to FCSM, but within 35 days after the date of accumulation of more than 30% stake in Irkut, UAC has to deliver this offer and bank guarantee to Irkut Corporation.
On receipt of the offer by Irkut, its minority shareholders have from 70 to 80 days (in compliance with the offer terms) to accept the offer. Within these 70-80 days, but in a 15-days period Irkut has to distribute the offer (with the recommendations of Irkut’ BoD) among the shareholders in accordance with the law-established procedures. Following the corporate charter Irkut will publish this information in a newspaper and will place it on the corporate web-site. Also, if Board of Directors recommends, Irkut can announce the materials in other mass media.
The shares delivery procedures, as well as the procedures and forms of payment will be set in the obligatory offer. The payment period is established by law and equals 15 days period from the moment of passing of property rights on the Irkut’ shares to UAC. 29.01.07 |