sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UyWV2N1mxG0kMb+WL+TOehZsP0Nhd8DtNO2t8jyb4aYqDZEtuvNTotxGXCb/cg14 S9HdvYwPs+FmhYvjMDdYbg== 0000891618-06-000459.txt : 20061106 0000891618-06-000459.hdr.sgml : 20061106 20061106070502 ACCESSION NUMBER: 0000891618-06-000459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 GROUP MEMBERS: VICTOR VEKSELBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSCOW CABLECOM CORP CENTRAL INDEX KEY: 0000006383 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 060659863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19685 FILM NUMBER: 061188654 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124189600 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN LABORATORIES INC DATE OF NAME CHANGE: 19790828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Renova Media Enterprises Ltd. CENTRAL INDEX KEY: 0001303199 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX N-7755 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: (242) 326-5528 MAIL ADDRESS: STREET 1: P.O. BOX N-7755 CITY: NASSAU STATE: C5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Columbus Nova Investments VIII Ltd DATE OF NAME CHANGE: 20040915 SC 13D/A 1 f24740a6sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Moscow CableCom Corp.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

61945R100

(CUSIP Number)


Henry Lesser, Esq.		Marjorie Adams, Esq.
DLA Piper US LLP		DLA Piper US LLP
2000 University Avenue		1251 Avenue of the Americas, 29th Floor
East Palo Alto, California, 94303		New York, NY 10020-1104
Telephone (650) 833-2000		Phone: (212) 335-4500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 4, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

NAMES OF REPORTING PERSONS:

Renova Media Enterprises Ltd.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Bahamas

SOLE VOTING POWER:

NUMBER OF

None

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

22,884,017 (1)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

None

WITH

SHARED DISPOSITIVE POWER:

22,720,514 (2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

22,884,017 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

81.1% (3)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(1)		Includes: (i) 3,375,084 shares of common stock, $0.01 par value (“Common Stock”), of Moscow CableCom Corp. (the “Company”) held directly by Renova Media Enterprises Ltd. (“Renova Media”), (ii) 1,687,542 shares of Common Stock that Renova Media is entitled to acquire upon exercise of warrants which are exercisable within 60 days, (iii) 4,500,000 shares of Common Stock issuable upon conversion of 4,500,000 shares of the Company’s Series B Convertible Preferred Stock, $0.01 par value (“Preferred Stock”),


		which are convertible within 60 days and are held directly by Renova Media, (iv) 8,283,000 shares of Common Stock issuable upon conversion of 8,283,000 shares of Preferred Stock which are convertible within 60 days, that Renova Media is entitled to acquire upon exercise of warrants which are exercisable within 60 days, (v) 4,220,879 shares of Common Stock held by Moskovskaya Telecommunikatsionnaya Corporatsiya (“COMCOR”) that Renova Media may be deemed to beneficially own by reason of a Shareholders Agreement between Renova Media and COMCOR, dated August 26, 2004, as amended (the “Shareholders Agreement”), and as a result of the acquisition by Renova Media of a controlling interest in COMCOR on June 7, 2006, with respect to which Renova Media disclaims beneficial ownership, and (vi) 817,512 shares of Common Stock that Renova Media may be deemed to beneficially own by reason of irrevocable proxy and power of attorney arrangements (the “I rrevocable Proxy Arrangements”) between Renova Media and certain stockholders of the Company, with respect to which Renova Media disclaims beneficial ownership.

(2)		Includes all of the securities listed in note (1) above, except for 163,503 shares of Common Stock, which are subject to the Irrevocable Proxy Arrangements, with respect to which Renova Media does not have any dispositive power and disclaims beneficial ownership.

(3)		Based upon a total of 28,223,280 shares of Common Stock, which figure is based on the number of outstanding shares of Common Stock on September 29, 2006, as disclosed by the Company to Renova Media (13,752,738) and assumes (i) exercise of 1,687,542 warrants beneficially owned by Renova Media, (ii) conversion of 4,500,000 shares of Preferred Stock beneficially owned by Renova Media, and (iii) exercise of warrants to acquire 8,283,000 shares of Preferred Stock, beneficially owned by Renova Media, and conversion of such Preferred Stock into 8,283,000 shares of Common Stock.

NAMES OF REPORTING PERSONS:

Victor Vekselberg

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Russian Federation

SOLE VOTING POWER:

NUMBER OF

None

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

22,884,017 (4)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

None

WITH

SHARED DISPOSITIVE POWER:

22,720,514 (5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

22,884,017 (4)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

81.1% (6)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(4)		Includes: (i) 3,375,084 shares of Common Stock held directly by Renova Media, (ii) 1,687,542 shares of Common Stock that Renova Media is entitled to acquire upon exercise of warrants which are exercisable within 60 days, (iii) 4,500,000 shares of Common Stock issuable upon conversion of 4,500,000 shares of Preferred Stock, which are convertible within 60 days and are held directly by Renova Media, (iv) 8,283,000 shares of Common Stock issuable upon conversion of 8,283,000 shares of Preferred Stock which are


		convertible within 60 days, that Renova Media is entitled to acquire upon exercise of warrants which are exercisable within 60 days, (v) 4,220,879 shares of Common Stock held by COMCOR that Mr. Vekselberg may be deemed to beneficially own by reason of the Shareholders Agreement, and as a result of the acquisition by Renova Media of a controlling interest in COMCOR on June 7, 2006, with respect to which Mr. Vekselberg disclaims beneficial ownership, and (vi) 817,512 shares of Common Stock that Renova Media may be deemed to beneficially own by reason of the Irrevocable Proxy Arrangements, with respect to which Renova Media disclaims beneficial ownership.

(5)		Includes all of the securities listed in note (1) above, except for 163,503 shares of Common Stock, which are subject to the Irrevocable Proxy Arrangements, with respect to which Renova Media does not have any dispositive power and with respect to which Mr. Vekselberg disclaims beneficial ownership.

(6)		Based upon a total of 28,223,280 shares of Common Stock, which figure is based on the number of outstanding shares of Common Stock on September 29, 2006, as disclosed by the Company to Renova Media (13,752,738) and assumes (i) exercise of 1,687,542 warrants beneficially owned by Renova Media, (ii) conversion of 4,500,000 shares of Preferred Stock beneficially owned by Renova Media, and (iii) exercise of warrants to acquire 8,283,000 shares of Preferred Stock, beneficially owned by Renova Media, and conversion of such Preferred Stock into 8,283,000 shares of Common Stock.

TABLE OF CONTENTS


Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 7. Material to be filed as Exhibits
SIGNATURE
EXHIBIT 24
EXHIBIT 25
EXHIBIT 26
EXHIBIT 27
EXHIBIT 28

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, jointly by Renova Media Enterprises Ltd., a Bahamas corporation formerly known as Columbus Nova Investments VIII Ltd. (“Renova Media”), and Victor Vekselberg (together with Renova Media, the “Reporting Persons”) and amends the below-indicated items from the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons on September 23, 2004, and amended on January 18, 2005, August 23, 2005, June 15, 2006, August 2, 2006 and October 16, 2006.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented to include the following:

Reference is made to the letter, dated November 4, 2006 (the “Proposal Letter”), delivered by Renova Media to Moscow CableCom Corp. (the “Company”), a copy of which is attached hereto as Exhibit 24 and incorporated herein by reference, and which is described in Item 4 of this Amendment No. 6, which is incorporated herein by reference, setting forth the terms and conditions of a proposed negotiated transaction (the “Proposed Transaction”). Based on the number of shares of Company common stock, $0.01 par value (“Common Stock”), outstanding and issuable upon conversion of shares of Company preferred stock outstanding, in each case beneficially owned by persons other than the Reporting Persons, as set forth in documents publicly available and filed with the Commission by the Company and certain Company stockholders (and subject to the next sentence of this Item 3), and based on a proposed cash price of $10.80 per share of Common Stock, the Reporting Persons estimate that an aggregate of approximately $158.5M will be used for (i) acquiring Company securities from persons other than the Reporting Persons in the Proposed Transaction; (ii) exercising warrants to purchase shares of Series B preferred stock of the Company, $0.01 par value (“Series B Preferred Stock”), and subsequently converting those shares of Series B Preferred Stock (and other shares of Series B Preferred Stock currently held by Renova Media, if necessary) into shares of Common Stock, such that, as contemplated by the Proposal Letter, Renova Media will be assured of owning directly at least a majority of the voting power of the then-outstanding Company voting securities on the record date for either the special meeting at which the Company’s stockholders would vote on the adoption of the Proposed Transaction or the adoption of the Proposed Transaction by written stockholder consent in lieu of such a special meeting, to assure that a majority of the voting power of the then-outstanding Company voting securities entitled to vote on such adoption is voted in favor thereof irrespective of the vote of any other stockholder entitled to vote; and (iii) estimated expenses related to the Proposed Transaction. In the Proposed Transaction, shares of the Company held directly by Moskovskaya Telecommunikatsionnaya Corporatsiya (“COMCOR”) (whether or not deemed beneficially owned by the Reporting Persons for purposes of Schedule 13D) would be acquired on the same terms as the shares held by all other stockholders of the Company other than Renova Media.

The Reporting Persons believe that, as of the date hereof, Renova Media directly holds shares of Common Stock and Series B Preferred Stock representing approximately 40.5% of the voting power of the Company’s outstanding voting securities. This estimated percentage is based on information set forth in documents publicly available and filed with the Commission by the Company and certain Company stockholders. This estimated percentage differs from

information set forth elsewhere in this Schedule 13D with respect to shares deemed beneficially owned by the Reporting Persons under the Schedule 13D rules regarding beneficial ownership in that this estimated percentage excludes: (i) shares of Common Stock held directly by COMCOR; (ii) shares of Company capital stock which Renova Media has the right to acquire under outstanding nonvoting securities of the Company held directly by Renova Media; and (iii) shares of Common Stock subject to irrevocable proxy and powers of attorney arrangements between Renova Media and certain stockholders of the Company.

The Reporting Persons anticipate obtaining the funds necessary to complete the Proposed Transaction from proceeds of borrowings from its two shareholders under the Amended and Restated Credit Facility Agreement dated November 3, 2006 among Renova Media, Renova Industries Ltd. and CMCR Management Limited, which agreement is attached hereto as Exhibit 25. Such agreement, as amended and restated, covers the approximately $56M in existing borrowings by Renova Media unrelated to the Proposed Transaction, and the approximately $158.5M estimated to be needed for the Proposed Transaction, as described above. The consummation of the Proposed Transaction would not be conditioned upon the Reporting Persons obtaining any financing.

There is no assurance that any agreement will be reached with the Company providing for the Proposed Transaction nor is there any assurance that, if such an agreement is reached with the Company, the Proposed Transaction will be consummated.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented to include the following:

On November 4, 2006, Renova Media delivered to the board of directors of the Company the Proposal Letter, setting forth the terms of the Proposed Transaction in which Renova Media would acquire all of the equity interests of the Company not then beneficially owned by the Reporting Persons (subject to the next sentence of this Item 4) at a cash price of $10.80 per share of Common Stock. In the Proposed Transaction, shares of the Company held directly by COMCOR (whether or not deemed beneficially owned by the Reporting Persons for purposes of Schedule 13D) would be acquired on the same terms as the shares held by all other stockholders of the Company other than Renova Media. The Proposed Transaction would be subject to the terms and conditions set forth in the Proposal Letter.

A copy of Renova Media’s press release announcing the Proposal Letter is attached hereto as Exhibit 26, which is incorporated herein by reference. A Press Release Summary to be distributed in Russian translation to media upon request is attached hereto as Exhibit 27, which is incorporated herein by reference.

Renova Media provided a written commitment to the Company dated August 4, 2006 that Renova Media will provide the Company and/or its subsidiaries with sufficient capital to ensure that the Company’s operations can continue uninterrupted for a period of one year after the date on which the Company filed its Form 10-Q for the period ending June 30, 2006, which filing was made on October 25, 2006. The commitment does not specify the amount of capital to be

provided or the terms on which such capital will be provided. The commitment indicates that such capital will be provided on terms acceptable to Renova Media and the Company’s Board of Directors (with directors directly affiliated with Renova Media abstaining from any vote on such terms). The commitment and any similar commitment that Renova Media may, in its discretion, decide to provide pending the outcome of its Proposal Letter are independent of the Proposed Transaction. However, as indicated in the Proposal Letter, Renova Media has concluded that continuing to make incremental equity investments in the Company to finance its operations, beyond Renova Media’s current limited commitment, without 100% ownership of the Company is not the optimal long-term use of Renova Media’s investment capital.

Item 7. Material to be filed as Exhibits

Item 7 is hereby amended and supplemented to include the following exhibits, filed herewith:


Exhibit 24		Letter from Renova Media to the Board of Directors of the Company, dated November 4, 2006

Exhibit 25		Amended and Restated Credit Facility Agreement, dated November 3, 2006, among Renova Media, Renova Industries Ltd. and CMCR Management Limited

Exhibit 26		Press release of Renova Media, dated November 6, 2006

Exhibit 27		Press release summary to be distributed in Russian translation to selected Russian media

Exhibit 28		Power of Attorney, dated November 1, 2006

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information in this statement is true, complete and correct.

Dated: November 6, 2006


		RENOVA MEDIA ENTERPRISES LTD.

		By:		/s/ Evgenia Loewe

		Name:		Evgenia Loewe
		Title:		Attorney-in-Fact

		VICTOR VEKSELBERG

		By:		/s/ Evgenia Loewe

		Name:		Evgenia Loewe
		Title:		Attorney-in-Fact

EX-99.24 2 f24740a6exv99w24.htm EXHIBIT 24 exv99w24

Exhibit 24

November 4, 2006

Board of Directors
Moscow CableCom Corp.
590 Madison Avenue
New York, NY 10022

Proposal for a Negotiated Acquisition

Gentlemen:

At the request of the Board of Directors of Renova Media Enterprises Ltd. (“RME”), I am pleased to submit this proposal (“Our Proposal”) for a negotiated acquisition (the “Proposed Acquisition”) pursuant to which RME would acquire the outstanding equity interest in Moscow CableCom Corp. (the “Company”) we do not currently own at a cash price per share of Common Stock of $10.80 (the “Per Share Price”).

We believe that Our Proposal offers to the Company’s other stockholders an excellent liquidity opportunity at a fair and attractive premium to the current and historical average trading prices of the Company’s Common Stock.

We also believe that Our Proposal will ensure that the Company has the flexibility and financial resources to meet the challenges presented by the increasingly competitive characteristics of its industry in the years ahead. We feel that in order for the Company to be able to maximize its market opportunity, it needs the long-term entrepreneurial management perspective that is only possible at this time as a private company unencumbered by the constant demands of running a publicly traded entity. To maximize the return on our investment in the Company and integrate it with our other holdings, we are willing to assume the risk of full ownership (including the potential regulatory changes being considered by the City of Moscow). Ownership of the entire equity interest in the Company will provide us with the basis we believe is essential for providing the capital and management priorities the Company needs in order to remain competitive, generate future revenue growth and achieve sustained profitability.

In the past year, we made two separate equity investments in the Company. However, we have concluded that continuing to make incremental equity investments in the Company to finance its operations, beyond our current limited commitment, without 100% ownership is not the optimal long-term use of our investment capital. We also believe that the Company needs to be in a position to leverage its operations with debt financing, which we expect would require parent company guarantees that we would not be interested in providing without 100% ownership.

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box. N-7755,
Nassau, Bahamas

Securities and Exchange Commission (“SEC”) as well as other information that the Company is not required to file but is relevant to our analysis. With the Company’s active cooperation, we and our advisors are confident we could complete this due diligence quickly while concurrently negotiating the Proposed Merger Agreement.

Before outlining the principal terms of Our Proposal, we note the following general points that we believe you will find helpful in your consideration of Our Proposal:

•		We have the resources and experience necessary to consummate the Proposed Acquisition as promptly as practicable consistent with applicable law. Our Proposal is not conditioned on obtaining financing to pay the consideration offered under Our Proposal or any expenses we incur in connection with the Proposed Acquisition.

•		We assume you will promptly form a committee of independent directors (the “Independent Committee”) of the Board of Directors of the Company (the “Board”) to evaluate Our Proposal. We look forward to discussing Our Proposal with the Independent Committee once it has been formed and hired its own independent financial and legal advisors. We have engaged experienced U.S. financial and legal advisors to assist us in connection with the Proposed Acquisition and they, as well as our own internal team, are available to work expeditiously with the Independent Committee and its advisors starting as soon as the Independent Committee is ready.

•		While we need to retain the flexibility to evaluate our alternatives in the event Our Proposal does not result in a negotiated transaction with the Company, we do not presently intend to pursue an acquisition of the remaining equity interest in the Company without the approval of the Independent Committee and the Board.

•		As you know, we are the largest single holder of the Company’s voting securities (directly owning approximately 40% of the voting power of its currently-outstanding voting securities) and, if we were to exercise all of our rights to acquire additional voting securities of the Company, we would own a majority of the voting power of its then-outstanding voting securities. In the Proposed Merger Agreement, we will commit that, through the combined exercise of our Warrants and conversion of our Series B Preferred Stock, we will own of record, on the record date for either the special meeting at which the Company’s stockholders would vote on the adoption of the Proposed Merger Agreement (the “Special Meeting”) or the adoption of the Proposed Merger Agreement by written stockholder consent in lieu of the Special Meeting (“Consent Action”), sufficient outstanding shares of the Company Common Stock to assure that a majority of the voting power of the then-outstanding Company voting securities entitled to vote on such adoption (“Majority Voting Power”) is voted in favor thereof irrespective of the vote of any other stockholder entitled to vote.

•		As you also know, in a transaction we completed earlier this year we became the controlling stockholder of OAO Moskovskaya Telecommunikatsionnaya Corporatsiya (“COMCOR”), which owns approximately 24% of the voting power of the Company’s outstanding voting securities in addition to the Company securities owned directly by us, which are sufficient to give us Majority Voting Power. COMCOR is not a party of Our Proposal, which contemplates that COMCOR would receive the Per Share Price for its

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box. N-7755,
Nassau, Bahamas

		shares like any other stockholder of the Company, excluding us, if the Proposed Acquisition is consummated.

•		We have no interest in disposing of any of our Company securities. In the event that any third party were to propose a competing transaction requiring a vote of the Company’s stockholders that the Company wished to pursue, we would exercise and convert a sufficient portion of the Company’s securities that we own to ensure that we held Majority Voting Power.

The following is a summary of the principal terms of Our Proposal:

1. Structure. The Proposed Acquisition would be effectuated pursuant to the Proposed Merger Agreement, under which our wholly-owned newly-formed direct or indirect Delaware subsidiary would be merged with and into the Company, with the Company as the surviving corporation (the “Proposed Merger”), and we would own 100% of the outstanding shares of the Company’s Common Stock. In the Proposed Merger:

	•		All outstanding shares of the Company’s Common Stock (except those shares owned by us, which would be cancelled) would be converted into the right to receive the Per Share Price.

	•		All shares of the Company’s Series A Preferred Stock would be converted into the right to receive the Per Share Price on an as-converted basis based at the applicable conversion ratio (currently 3.055 shares of Common Stock per one share of Series A Preferred Stock) in effect at the closing of the Proposed Merger (the “Closing”).

	•		All shares of the Company’s Series B Preferred Stock and Warrants to acquire such shares (all of which we own), other than those we exercise and convert to enable us to achieve Majority Voting Power prior to the record date for the Special Meeting or Consent Action, would be cancelled.

	•		All of the Company’s outstanding Warrants to acquire shares of its Common Stock would, in accordance with their terms, become exercisable upon and following the Closing, at the election of the holder, for the right to receive the Per Share Price for each share of the Company’s Common Stock for which such holder’s Warrants were previously exercisable. To the extent not so exercised at or following the Closing, such Warrants would remain outstanding until their expiration date of May 18, 2008.

	•		All of the Company’s outstanding 10-1/2% Convertible Subordinated Debentures Due 2007 would, in accordance with their terms, become convertible upon and following the Closing, at the election of the holder, into the right to receive the Per Share Price for each share of the Company Common Stock into which such holder’s Debentures were previously convertible (at the specified conversion rate of 61.8429 shares of Common Stock for each $1,000 principal amount of Debentures). To the extent the Debentures were not so converted at or following the Closing, immediately following the Closing we would cause the Company to deposit in trust (at our expense) with the Trustee under the governing Indenture, as contemplated by the terms thereof, sufficient cash to satisfy the Company’s remaining obligations with respect to principal and interest through the October 15, 2007 maturity date of such Debentures and thereby cause all provisions of such

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box. N-7755,
Nassau, Bahamas

			Indenture (other than those relating to payment and conversion rights) to cease to apply to the Company.

	•		To the extent that the holders of options (both vested and unvested) to acquire shares of the Company’s Common Stock so consent and the options are “in the money” based on the excess of the Per Share Price over the exercise price, such options would be cashed out (at our expense) for the excess. In all other cases, such options will remain outstanding in accordance with their terms following the Closing.

	•		Holders of restricted shares of the Company’s Common Stock would receive their cash payments in full following the Closing, without further restriction.

2. Employee and Board Arrangements. We intend to retain the Company’s existing management and employees in their respective roles, on the current terms of their employment, and the Proposed Acquisition would not be conditioned on the execution of any new employment agreements or amendments to existing employment agreements. The Company’s deferred compensation plans and qualified retirement plans would remain in effect at the Closing although we would reserve the right to substitute equivalent plans to the full extent permitted by applicable law. At the Closing, the Board would be reconstituted to consist entirely of RME’s designees.

3. Proposed Merger Agreement. We would prepare a draft of the Proposed Merger Agreement, which would be reflective of an acquisition transaction between a public company and its largest stockholder and would be governed by Delaware law. The obligations of the parties to close the Proposed Merger would be subject to customary Closing conditions set forth in the Proposed Merger Agreement, including, without limitation:

	•		the accuracy of representations and the performance of covenants;

	•		the absence of any material adverse change affecting the Company (with appropriate exceptions);

	•		the absence of any pending or threatened governmental litigation that could prevent the Closing;

	•		adoption of the Proposed Merger Agreement by a vote of a majority of the voting power of the Company’s capital stock outstanding on the record date for the Special Meeting or through Consent Action, and no other or greater vote;

	•		the receipt of all other required corporate, governmental and contractual approvals (subject to confirmation through the due diligence process, we believe that the only regulatory approval that would be required for the Proposed Merger other than clearance of a proxy or information statement by the U.S. Securities and Exchange Commission would be a Federal Antimonopoly Service clearance required under the laws of the Russian Federation, which we plan to seek promptly and would hope to obtain prior to, or shortly after, the execution of the Proposed Merger Agreement); and

	•		confirmation that the Independent Committee had unanimously recommended approval of the Proposed Merger Agreement to the Board and that, in connection with that recommendation and the Board’s approval of the Proposed Merger Agreement, the

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box. N-7755,
Nassau, Bahamas

Independent Committee and the Board had received an opinion in customary form from a nationally recognized investment banking firm in the U.S. that the Per Share Price was, on the date of such opinion, fair, from a financial point of view, to all stockholders of the Company other than RME.

The Proposed Merger Agreement would contain other customary provisions including a covenant that the Board, after receiving the unanimous recommendation of the Independent Committee and subject to its fiduciary duties under Delaware law, would recommend adoption of the Proposed Merger Agreement by all of the stockholders of the Company entitled to vote or take Consent Action.

THE PARTIES SHALL HAVE NO OBLIGATION TO CONSUMMATE THE PROPOSED MERGER UNLESS AND UNTIL A DEFINITIVE MERGER AGREEMENT IS EXECUTED AND DELIVERED BY EACH PARTY THERETO AND SUBJECT IN ALL RESPECTS TO THE SATISFACTION (OR, WHERE LAWFUL, WAIVER) OF THE CONDITIONS CONTAINED IN SUCH AGREEMENT.

* * * * *

We are sure you will appreciate that, under the U.S. federal securities laws, we have an obligation to disclose Our Proposal by means of a press release and an amendment to our Schedule 13D filing with the SEC as soon as possible. We assume you will be making your own public disclosure of Our Proposal as soon as possible by means of a press release and/or the filing of a Current Report on Form 8-K with the SEC. In the interests of confidentiality, we will separately provide the members of the Independent Committee and its advisors with the contacts at our financial and legal advisory firms so that you may direct any questions to them.

In closing, we wish to reiterate that we believe Our Proposal offers a fair and attractive opportunity for the Company’s other stockholders and the optimal outcome from our perspective in relation to our interest in making further investments in the Company. We look forward to Our Proposal being given serious and prompt attention by the Independent Committee and its independent advisors. We stand ready to engage in immediate constructive discussions with a view to reaching a definitive agreement as soon as reasonably practicable, to which end we intend to provide to the Independent Committee a draft of the Proposed Merger Agreement promptly after being notified of its formation.

RME looks forward to the successful completion of the discussions contemplated by this letter.

Very truly yours,

RENOVA MEDIA ENTERPRISES LTD.


By:		/s/ Vladimir Kuznetsov
Name: Vladimir Kuznetsov
Title: Chairman, Supervisory Board

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box. N-7755,
Nassau, Bahamas

EX-99.25 3 f24740a6exv99w25.htm EXHIBIT 25 exv99w25

Exhibit 25

Execution Copy

AMENDED AND RESTATED
CREDIT FACILITY AGREEMENT

DATED NOVEMBER 3, 2006

UP TO US$216,000,000

CREDIT FACILITY

FOR

RENOVA MEDIA ENTERPRISES LTD.

from

RENOVA INDUSTRIES LTD.

AND

CMCR MANAGEMENT LIMITED

CONTENTS


Clause		Page
1.	Interpretation		3
2.	Facility		7
3.	Purpose		7
4.	Conditions Precedent		8
5.	Utilisation		8
6.	Repayment And Prepayment		8
7.	Interest		9
8.	Terms		9
9.	Market Disruption		10
10.	Taxes		10
11.	Payments		11
12.	Representations		11
13.	Covenants		12
14.	Default		13
15.	Evidence And Calculations		15
16.	Expenses		15
17.	Amendments And Waivers		15
18.	Changes To The Parties		16
19.	Disclosure Of Information		16
20.	Set-Off		16
21.	Relationship Between The Lenders		16
22.	Severability		17
23.	Counterparts		17
24.	Notices		17
25.	Language		19
26.	Governing Law		19
27.	Arbitration		19
28.	Effective Date		19

Schedule 1 Form Of Request			20

Schedule 2 Account Details			21

SIGNATORIES			22

THIS AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (the “Agreement”) is dated November 3, 2006

BETWEEN:

(1)

RENOVA MEDIA ENTERPRISES LTD., means a company registered in Bahamas, and whose registered office is at 2^nd Terrace West Centreville, P.O. Box 7755, Nassau, Bahamas as borrower (the “Company”);

(2)

RENOVA INDUSTRIES LTD., means a company registered in Bahamas, and whose registered office is at Shirley House, 2^nd Terrace West Centreville, P.O. Box 7755, Nassau, Bahamas as lender (“Renova”); and

(3)

CMCR MANAGEMENT LIMITED, means a company registered in Bahamas, and whose registered office is at Winterbotham Place, Marlborough & Queen Street, P.O. Box No 10429, Nassau, Bahamas as lender (“CMCR”).

WHEREAS:

On April 19, 2006 Renova and CMCR, being as of the Completion Date a 51% and 49% shareholders of the Company respectively, entered into a credit facility agreement with the Company pursuant to which Renova and CMCR agreed to make available to the Company a US Dollar loan facility in an aggregate amount of fifty nine million one hundred forty thousand United States Dollars (US$59,140,000) on the terms and conditions set out therein (the “Original Credit Facility Agreement”);

On the Completion Date the Parties executed a certain Second Deed of Amendment in respect of a Shareholders Agreement, a Credit Facility Agreement and a Sale and Purchase Agreement, by which the Parties, amended, inter alia, the Original Credit Facility Agreement by increasing the Facility Amount available to the Company to eighty million twelve thousand four hundred seventy seven United States Dollars (US$80,012,477);

On September 15, 2006 the Parties executed a Deed of Amendment in order to allow the Company to make multiple draw-downs within the Facility;

The Parties wish to further increase the Facility Amount available to the Company hereunder and extend the Availability Period of the Facility, and make certain other amendments to the Original Credit Facility Agreement;

By this Agreement the Parties wish to consolidate all amendments to the Original Credit Facility Agreement made up to the date hereof, and this Agreement shall amend and restate the Original Credit Facility Agreement and shall take effect as from April 19, 2006 as if this Agreement was executed on that date in place of the Original Credit Facility Agreement.

IT IS AGREED as follows:

INTERPRETATION

1.1		Definitions

		In this Agreement:

		“Affiliate” means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

		“Availability Period” means the period from and including the date of the Original Credit Facility Agreement to and including 18 months after such date.

		“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in the city or cities specified and if none specified in each of Zurich, Bahamas and New York.

		“CMCR Commitment” means one hundred five million eight hundred forty thousand United States Dollars (US$105,840,000) to the extent not cancelled, transferred or reduced under this Agreement.

		“Commitment” means the Renova Commitment or the CMCR Commitment.

		“Completion Date” means a date defined as such in the SPA.

		“Default” means:

	(a)		an Event of Default; or

	(b)		an event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under this Agreement or any combination of them) an Event of Default.

		“Dollar” and “US$” means the lawful currency for the time being of the United States of America.

		“Event of Default” means an event specified as such in Clause 14 (Default).

		“Facility” means the loan facility made available under this Agreement.

		“Facility Amount” means two hundred sixteen million United States Dollars (US$ 216,000,000).

		“Holding Company” of any other person, means a company in respect of which that other person is a Subsidiary.

		“Lenders” means Renova and CMCR, each a “Lender” and together the “Lenders”.

		“LIBOR” means in relation to the Loan (a) the applicable Screen Rate, or, if no Screen Rate is available then (b) the rate per annum at which Barclays Bank Plc is offering to prime banks in the London Interbank Market deposits in Dollars for such period at or about 11.00 a.m. (London time) on the relevant Rate Fixing Day.

		“Loan” means the loan made or to be made under this Agreement or the principal amount outstanding for the time being of such loan.

		“Margin” means three (3) per cent. per annum.

		“Maturity Date” means the date falling 60 months from the date of the Original Credit Facility Agreement.

		“Party” means a party to this Agreement.

		“Pro Rata Share” means:

	(a)		for the purpose of determining a Lender’s share in a utilisation of the Facility, the proportion which its Commitment bears to the Total Commitments; and

	(b)		for any other purpose on a particular date:

	(i)		the proportion which a Lender’s share of the Loans (if any) bears to all the Loans; or

	(ii)		if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date.

		“Rate Fixing Day” means the second London Business Day before the first day of a Term or such other day as the Lenders determine is generally treated as the rate fixing day by market practice.

		“Renova Commitment” means one hundred ten million one hundred sixty thousand United States Dollars (US$ 110,160,000) to the extent not cancelled, transferred or reduced under this Agreement.

		“Repeated Representations” means the representations which are deemed to be repeated under Clause 12.7 (Repetition of Representations).

		“Request” means a request for a Loan, substantially in the form of Schedule 1 (Form of Request).

		“Screen Rate” means the British Bankers Association Interest Settlement Rate, for Dollars and for the Term displayed on the appropriate page of the Reuters screen selected by the Lenders. If the relevant page is replaced or the service ceases to be available, the Lenders may specify another page or service displaying the appropriate rate.

		“Shareholders Agreement” means the Amended and Restated Shareholders Agreement dated October 20, 2006 between Renova and CMCR, as shareholders of the Company, and the Company.

		“SPA” means that certain agreement for the purchase of 57.80% of the shares in OAO COMCOR between CMCR as seller and the Company as buyer dated April 19, 2006.

		“Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and “control” for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

		“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).

		“Term” means each period determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated.

		“Total Commitments” means, for the time being, the aggregate of the Commitments of the Lenders at such time.

		“Utilization Date” means each date on which the Facility is utilized being the date on which Loan amount is actually debited from the accounts of the Lenders.

1.2		Construction

(a)		In this Agreement, unless the context requires otherwise, a reference to:

	(i)		an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

	(ii)		assets includes present and future properties, revenues and rights of every description;

	(iii)		an authorization includes an authorization, consent, approval, resolution, license, exemption, filing, registration or notarization;

	(iv)		disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

	(v)		indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

	(vi)		a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organization or other entity whether or not having separate legal personality;

	(vii)		a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;

	(viii)		a Default being outstanding means that it has not been remedied or waived;

	(ix)		a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

	(x)		a Clause or a Schedule is a reference to a clause of, or a schedule to, this Agreement;

	(xi)		a Party or any other person includes its successors in title, permitted assigns and permitted transferees.

(b)

Unless the context requires otherwise, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

	(i)		if the numerically corresponding day is not a London Business Day, the period will end on the next London Business Day in that month (if there is one) or the preceding London Business Day (if there is not);

	(ii)		if there is no numerically corresponding day in that month, that period will end on the last London Business Day in that month; and

	(iii)		notwithstanding sub-paragraph (i) above, a period which commences on the last London Business Day of a month will end on the last London Business Day in the next month or the calendar month in which it is to end, as appropriate.

(c)		Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of this Agreement, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of this Agreement.

(d)		Unless the context requires otherwise:

	(i)		a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement; and

	(ii)		any obligation of the Company under this Agreement which is not a payment obligation remains in force for so long as any payment obligation of the Company is or may be outstanding under this Agreement.

(e)		The headings in this Agreement do not affect its interpretation.

2.		FACILITY

2.1		Facility

		Subject to the terms of this Agreement, the Lenders make available to the Company a term loan facility in an aggregate amount equal to the Facility Amount.

2.2		Nature of a Lender’s Rights and Obligations

		Unless this Agreement provides to the contrary or the Lenders agree otherwise:

	(a)		the rights and obligations of the Lenders under this Agreement are several; and

	(b)		no Lender is responsible for the obligations of the other Lender under this Agreement.

3.		PURPOSE

		The Company shall apply the Loan for its general corporate purposes as directed by the management of the Company.

4.		CONDITIONS PRECEDENT

4.1		The Company may not deliver a Request until each Lender has received a certified copy of (i) the Company’s Memorandum and Articles of Association; and (ii) the resolutions of the Company’s Board of Directors approving this Agreement and authorizing its acceptance.

4.2		The obligations of each Lender to participate in the Loan are subject to the conditions precedent that on both the date of the Request and the Utilization Date for that Loan:

	(a)		the Repeated Representations are correct in all material respects; and

	(b)		no Default is outstanding or would result from the Loan.

5.		UTILISATION

5.1		Giving of Requests

(a)		The Company may request the Loan by delivering to the Lenders a duly completed Request.

(b)		The Loan shall not be made unless each Lender has received the Request not more than 10 (ten) nor less than 5 (five) London Business Days before the proposed Utilization Date of such Loan.

(c)		The receipt of the Request by the Lenders shall oblige the Company to borrow the amount therein requested on the date therein stated.

5.2		Completion of Requests

		The Request for the Loan will not be regarded as having been duly completed unless:

	(a)		the Utilization Date is a Business Day which falls within the Availability Period;

	(b)		it is addressed to both of the Lenders;

	(c)		the aggregate amount of the requested Loan, including any Loan amounts already paid to the Company pursuant to previous Requests, does not exceed the Total Commitments.

5.3		Advance of Loan

(a)		The amount of each Lender’s share of the Loan will be its Pro Rata Share on the proposed Utilization Date.

(b)		If the conditions set out in this Agreement have been met, each Lender must make its share in the Loan available to the Company on the Utilization Date. Renova and CMCR shall consult so that each is reasonably assured that the other will timely disburse its share of the Loan requested by the Company hereunder.

6.		REPAYMENT AND PREPAYMENT

6.1		Repayment

		The Company must repay the Loan in a single, lump-sum payment on the Maturity Date.

6.2		Voluntary Prepayment

		The Company may, by giving not less than 2 (two) London Business Days’ prior notice to the Lenders, prepay the Loan on the last day of its current Term in whole or in part.

6.3		Partial Prepayment of Loans

		No amount of a Loan prepaid under this Agreement may subsequently be re-borrowed. 6.4 Miscellaneous Provisions

(a)		Any notice of prepayment under this Agreement is irrevocable.

(b)		All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment.

7.		INTEREST

7.1		Calculation of Interest

		The rate of interest on the Loan for each Term is the percentage rate per annum equal to the aggregate of the applicable:

	(a)		Margin; and

	(b)		LIBOR.

7.2		Payment of Interest

(a)		Subject to paragraph (b) below, the Company must pay accrued interest on the Loan made to it on the last day of each Term.

(b)		If the Company notifies the Lenders in writing no later than 5 London Business Days prior to the expiration of a Term that the Company will not be able to make full payment of interest for that Term, any interest accrued in such Term and not paid shall be compounded with the Loan at the end of that Term.

7.3		Notification of Rates of Interest

		At the beginning of each Term the Lenders must promptly notify the Company of the determination of a rate of interest under this Agreement.

8.		TERMS

8.1		Selection

(a)		The Loan has successive Terms of one year each.

(b)		The first Term of the Loan will start on its Utilization Date and each successive Term shall start on the expiry of its preceding Term.

8.2		No Overrunning the Maturity Date

		If a Term would otherwise overrun the Maturity Date, it will be shortened so that it ends on the Maturity Date.

8.3		Other Adjustments

		The Lenders and the Company may enter into such other arrangements as they may agree for the adjustment of Terms and/or splitting of the Loan.

9.		MARKET DISRUPTION

		If LIBOR can not be determined on a Rate Fixing Day for a particular Term, the rate of interest on the Loan for such Term shall be the interest rate applied in the preceding Term.

10.		TAXES

10.1		Tax Gross-up

		All payments to be made by the Company under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Company is required to make such a payment subject to the deduction or withholding of tax, in which case the sum payable by the Company (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that the person to whom such payment is due receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

10.2		Tax Indemnity

		Without prejudice to Clause 10.1 (Tax Gross-up), if a Lender is required to make any payment of or on account of tax on or in relation to any sum received or receivable under this Agreement (including any sum deemed for purposes of tax to be received or receivable by such Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender, the Company shall, upon demand of that Lender, promptly indemnify such Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 10.2 shall not apply to any tax imposed on and calculated by reference to the net income actually (and not simply deemed to be) received or receivable by that Lender, by the jurisdiction in which such Lender is incorporated.

10.3		Claims by the Lender

		If a Lender intends to make a claim pursuant to Clause 10.2 (Tax Indemnity), it shall notify the Company and the other Lender thereof in writing.

10.4		Each Lender shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances that arise and that would result in any amount becoming payable under or pursuant to this Clause 10 including (but not limited to) transferring its rights and obligations hereunder to its Affiliate.

11.		PAYMENTS

11.1		Accounts

		All payments by a Party to another Party under this Agreement must be made to the relevant account of such other Party as indicated opposite its name in Schedule 2 (Account Details) to this Agreement or as notified under Clause 24.

11.2		Payments to the Lenders

		All payments made by the Company to the Lenders under this Agreement must be made:

	(a)		simultaneously to both Lenders in a proportion equal to the Pro Rata Share of each Lender;

	(b)		without set-off or counterclaim.

11.3		Business Days

(a)		If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)		During any extension of the due date for payment of the Loan under this Agreement interest shall continue to accrue and shall be payable on the Loan at the rate payable on the original due date.

11.4		Partial Payments

(a)		If and whenever a payment is made by the Company under this Agreement, the Lenders may apply the amount received towards the obligations of the Company under this Agreement in the following order:

	(i)		first, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement;

	(ii)		secondly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

	(iii)		thirdly, in or towards payment pro rata of any other sum due but unpaid under this Agreement.

(b)		The order of payments set out in this Clause 11.4 (Partial Payments) shall override any appropriation made by the Company but may be varied by the Lenders.

12.		REPRESENTATIONS

12.1		Representations

		The representations set out in this Clause are made by the Company to each Lender.

12.2		Status

		The Company represents and warrants that it is a company, duly incorporated and validly existing under the laws of the Commonwealth of the Bahamas and has the power to own its assets and carry on its business as it is being conducted.

12.3		Powers and Authority

		The Company represents and warrants that it has the power to enter into and perform, and has taken all necessary action to authorize the entry into and performance of this Agreement and the transactions contemplated herein.

12.4		Legal Validity

(a)		This Agreement constitutes a legally binding, valid and enforceable obligation of the Company.

(b)		This Agreement is in the proper form for its enforcement in the jurisdiction of incorporation of the Company.

12.5		Non-conflict

		The entry into and performance by the Company of, and the transactions contemplated by, this Agreement do not conflict with:

	(a)		any law, regulation or judicial order applicable to it;

	(b)		its constitutional documents; or

	(c)		any document which is binding upon it or any of its assets.

12.6		No Default

		No Default is outstanding or will result from the execution of, or the performance of any transaction contemplated by, this Agreement.

12.7		Repetition of Representations

		The Repeated Representations shall be deemed to be repeated by the Company by reference to the facts and circumstances then existing on each Utilization Date and on the first day of each Term.

13.		COVENANTS

		The Company agrees to be bound by the covenants set out in this Clause 13.

13.1		Corporate Existence

		The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights, franchises and it will at all times comply with all laws applicable to it.

13.2		Further Assurances

		The Company must, from time to time upon the request of the Lenders promptly, at its own expense, execute and deliver any and all such additional agreements, contracts, documents or instruments as the Lenders acting in concert may reasonably require for the purpose of receiving the full benefit of this Agreement, and of the rights and powers granted under it.

13.3		Notification of Default

		The Company must notify the Lenders of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

14.		DEFAULT

14.1		Events of Default

		Each of the events set out in this Clause is an Event of Default.

14.2		Non-payment

		The Company does not pay or repay the Loan when due under this Agreement in due manner.

14.3		Breach of Other Obligations

(a)		The Company does not comply with any term of Clause 13 (Covenants); or

(b)		The Company does not comply with any other term of this Agreement not already referred to in this Clause, unless the non-compliance:

	(i)		is capable of remedy; and

	(ii)		is remedied within 5 (five) Business Days of the earlier of any of the Lenders giving notice (in copy to the other Lender) and the Company becoming aware of the non-compliance.

14.4		Misrepresentation

		A representation made or repeated by the Company under this Agreement is incorrect in any material respect when made or deemed to be repeated.

14.5		Insolvency

		Any of the following occurs in respect of the Company:

	(a)		it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;

	(b)		it admits its inability to pay its debts as they fall due;

	(c)		it suspends making payments on any of its debts or announces an intention to do so;

	(d)		by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling of any of its indebtedness; or

	(e)		a moratorium is declared in respect of any of its indebtedness.

		If a moratorium occurs in respect of the Company, the ending of the moratorium will not remedy any Event of Default caused by the moratorium, unless the Lenders, acting in concert, agree otherwise.

14.6		Insolvency Proceedings

(a)		Any of the following occurs in respect of the Company:

	(i)		any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors;

	(ii)		any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, insolvency or dissolution;

	(iii)		an order for its winding-up, administration, insolvency or dissolution is made;

	(iv)		any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, arbitration manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; or

	(v)		any other analogous step or procedure is taken in any jurisdiction.

14.7		Effectiveness

(a)		It is or becomes unlawful for the Company to perform any of its obligations under this Agreement.

(b)		This Agreement is not effective in accordance with its terms.

14.8		Acceleration

		If an Event of Default is outstanding, the Lenders may, acting in concert, by notice to the Company:

	(a)		cancel all or any part of the Total Commitments; and/or

	(b)		declare that all or part of any amounts outstanding under this Agreement are:

	(i)		immediately due and payable; and/or

	(ii)		payable on demand made by the Lenders acting in concert.

Any notice given under this Clause will take effect in accordance with its terms.

15.		EVIDENCE AND CALCULATIONS

15.1		Accounts

		The Lenders shall maintain accounts evidencing the amounts from time to time lent by and owing to them hereunder.

15.2		Certificates and Determinations

		Any certification or determination by the Lenders of a rate or amount under this Agreement will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

15.3		Calculations

		Any interest accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or otherwise, depending on what the Lenders determine is market practice.

15.4		Records

		The Company shall keep records of all payments to each Lender made hereunder and shall ensure that each Lender has access to such records.

16.		EXPENSES

		All costs and expenses incurred by a Party in connection with this Agreement shall be at the account of such Party.

17.		AMENDMENTS AND WAIVERS

17.1		Procedure

		Any term of this Agreement may be amended or waived with the agreement of all Parties. 17.2 Waivers and Remedies Cumulative

		The rights of the Lenders under this Agreement:

	(a)		may be exercised as often as necessary;

	(b)		are cumulative and not exclusive of its rights under the general law; and

	(c)		may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

18.		CHANGES TO THE PARTIES

18.1		Assignments and Transfers by Company

		The Company may not assign or transfer any of its rights and obligations under this Agreement without the prior consent of all the Lenders.

18.2		Assignment of Lender’s Rights and Transfer of Obligations

		A Lender may assign or transfer any of its rights and obligations under this Agreement only (i) to the other Lender by an instrument in writing executed by both Lenders and the Company (in the case of the Company, only if obligations are to be transferred) or (ii) in connection with the repayment of “Outstanding Financings” as contemplated by the Shareholders Agreement.

19.		DISCLOSURE OF INFORMATION

		Each Party must keep confidential any information supplied to it by or on behalf of any other Party in connection with this Agreement, except that a Lender is entitled to disclose such information (a) as may be required by applicable law; and/or (b) to any of its Affiliates or professional advisers provided that such Affiliate and/or professional advisers are bound by confidentiality arrangements with such Lender.

20.		SET-OFF

		Lenders may set off (in Pro Rata Shares) any matured obligation owed to them by the Company under this Agreement against any joint obligation (whether or not matured) owed by the Lenders to the Company, regardless of the place of payment or currency of either obligation (if the obligations are in different currencies, the Lenders may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off) provided always that the provisions of this Clause shall not apply to any individual obligation owed to or by a Lender under any agreement or arrangement other than this Agreement.

21.		RELATIONSHIP BETWEEN THE LENDERS

21.1		General

(a)		Each and every action, notice, waiver, decision, determination, calculation, discretion or other thing required to be taken, submitted, provided, exercised or done by the Lenders under this Agreement (except where the Agreement directly provides otherwise) shall be made jointly and in cooperation between the Lenders and shall be accompanied by, or structured as, an instrument in writing countersigned by each Lender, and the Company shall not act on any instruction of, or rely on any information from any Lender unless such instruction or information is in the form of, or is accompanied by, such written instrument.

(b)		The Lenders shall cooperate in good faith to negotiate and elaborate a joint position on issues arising out of or relating to this Agreement and shall resolve all disputes among themselves in the manner prescribed by the Shareholders Agreement (including, but not limited, to the deadlock provisions of the Shareholders Agreement).

21.2		Redistribution

		Except as otherwise expressly provided herein, if at any time the proportion which any Lender (a “Recovering Lender”) has received or recovered (whether by payment, the exercise of a right of set off or combination of accounts or otherwise) in respect of its portion of any sum due from the Company under this Agreement is greater (the excess proportion being herein called an “Excess Amount”) than its Pro Rate Share then the Recovering Lender shall promptly pay to the other Lender an amount equal to the Excess Amount.

22.		SEVERABILITY

		If a term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

	(a)		the legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or

	(b)		the legality, validity or enforceability in other jurisdictions of that or any other term of this Agreement.

23.		COUNTERPARTS

		This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

24.		NOTICES

24.1		In Writing

(a)		Any communication in connection with this Agreement must be in writing and, unless otherwise stated, may be given in person, by courier, or by fax

(b)		Any consent or agreement required under this Agreement must be given in writing.

24.2		Contact Details

(a)		The contact details of the Company are:

Renova Media Enterprises Ltd.
2ns Terrace West Centreville
P.O. Box N-7755
Nassau, Bahamas

Attention: Marco Montanari
Facsimile: +1-242-328-2151

and

RME Management Ltd.
Moscow Representative Office
Ulitsa Obraztsova, 4a
Moscow, Russian Federation

Attention: Chief Legal Officer
Facsimile: + 7 495 657 9288

The contact details of Renova are:

Renova Industries Ltd.
2^nd Terrace West Centreville
P.O. Box N-7755
Nassau, Bahamas

Attention: Marco Montanari
Facsimile: +1-242-328-2151

and

Renova Management AG
Representative Office in Russia
Ulitsa Shipok 18/2
Moscow 115093, Russia

Attention: Chief Legal Officer
Facsimile: + 7 495 363 6074

(b)

The contact details of CMCR are:

CMCR Management Limited
c/o OAO COMCOR
Neglinnaya Ul, dom 17, stroenie 2
Moscow 127051
Russian Federation

Attention: Sergei N. Golovin
Facsimile: +7-495-250-7455

(c)		Any Party may change its contact details by giving 10 (ten) calendar days’ notice to the other Parties.

24.3		Effectiveness

(a)		Except as provided below, any communication in connection with this Agreement will be deemed to be given as follows:

	(i)		if delivered in person or by courier, at the time of delivery;

	(ii)		if by fax, when received in legible form.

(b)		A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

25.		LANGUAGE

(a)		Any notice given in connection with this Agreement must be in English.

(b)		Any other document provided in connection with this Agreement must be:

	(i)		in English; or

	(ii)		accompanied by a certified English translation. In this case, the English translation prevails.

26.		GOVERNING LAW

		This Agreement is governed by English law.

27.		ARBITRATION

		Any dispute arising relation to this Agreement (including any question as to its existence, validity or termination) to be finally resolved by arbitration under the Rules of the London Court of International Arbitration in London, England. There will be 3 arbitrators, one of whom will be nominated by each of the claimant and the respondent, and the third to be agreed by the 2 arbitrators so appointed and in default thereof shall be appointed by the President of the London Court of International Arbitration. If there is more than one claimant or respondent they will jointly nominate one arbitrator. The arbitration will be conducted in English and any judgment rendered shall be final and binding on the Parties.

28.		EFFECTIVE DATE

		This Agreement and the rights and obligations of the Parties hereunder shall become effective on the Completion Date.

SCHEDULE 1

CREDIT FACILITY REQUEST

To: RENOVA INDUSTRIES LTD.

To: CMCR MANAGEMENT LTD.

From: RENOVA MEDIA ENTERPRISES LTD

Date: [ ]

UP TO US$[ ] CREDIT AGREEMENT
DATED [ ], 2006 (the Agreement)

1.		We refer to the Agreement. Terms defined in the Agreement shall have the same meaning in this notice. This is a Request.

2.		We wish to borrow a Loan on the following terms:

	(a)		Utilisation Date: [ ]

	(b)		Amount: [ ]

3.		Our payment instructions are: [ ].

4.		Each representation set out in Clause 12 (Representations) of the Agreement is true and correct.

5.		This Request is irrevocable.

By:



Authorized representation of

RENOVA MEDIA ENTERPRISES LTD

SCHEDULE 2

ACCOUNT DETAILS

(a)

The Company:


		Bank:		UBS AG
				PO Box 8098, Zurich, Switzerland
		SWIFT:		UBSWCHZH80V
		IBAN:		CH73 0020 6206 3774 2860 Q
		Account No.		206-377428.60Q


		Correspondent Bank:		UBS AG
				Stamford CT, Washington Boulevard 677
				06912-0300 Stamford
		SWIFT:		UBSWUS33

(b)

Renova:


		Bank:		UBS AG, ZURICH
		Address:		PO Box 8098 Zurich, Switzerland
		Account Number: 206-260200.60E
		SWIFT:		UBSWCHZH80V
		Name:		Renova Industries Ltd.

		Correspondent Bank: UBS AG Stamford CT
		Address:		Washington Boulevard 677, 06912-0300 Stamford U.S.A
		SWIFT:		UBSWUS33

(c)

CMCR:


		Bank:		HELLENIC BANK LIMITED
		Address:		Limassol, Cyprus
		Account Number USD: 240 07 361654 02
		SWIFT:		HEBACY2N
		Name:		CMCR Management Limited

		Correspondent Bank: Bank of America
		SWIFT:		BOFAUS3N
		Acc.:		011 09 089000 01

SIGNATORIES

Company

EXECUTED
on behalf of
RENOVA MEDIA ENTERPRISES LTD


By:		/s/ Shakira Burrows

Name:		Shakira Burrows
Title:		Director

Renova

EXECUTED
on behalf of
RENOVA INDUSTRIES LTD.


By:		/s/ Carl Stadelhofer

Name:		Carl Stadelhofer
Title:		Director

CMCR

EXECUTED
on behalf of

CMCR MANAGEMENT LIMITED


By:		/s/ Natalia Andriyanova

Name:		Natalia Andriyanova
Title:

EX-99.26 4 f24740a6exv99w26.htm EXHIBIT 26 exv99w26

Exhibit 26

FOR IMMEDIATE DISTRIBUTION


For media information contact:
English Language Media:		Russian Language Media:
Stan Neve or Erin Becker		Andrey A. Shtorkh
Brunswick Group, New York		Renova Group, Moscow
Phone: + 1 212 333 3810		Phone: + 7 495 975 0240

RENOVA MEDIA MAKES PROPOSAL FOR NEGOTIATED ACQUISITION OF SHARES OF
MOSCOW CABLECOM NOT OWNED BY RENOVA MEDIA

Proposed Price of $10.80 in Cash Per Common Share

New York, United States, November 6, 2006 — Renova Media Enterprises Ltd. (Renova Media), the telecommunications arm of Renova Group, a leading Russian private equity investor, announced today that it has delivered to the Board of Directors of Moscow CableCom (Nasdaq: MOCC) a proposal for a negotiated merger transaction in which Renova Media would acquire the equity interest in Moscow CableCom that it does not currently own at a cash price of $10.80 per share of Moscow CableCom’s common stock. There is no assurance that Renova Media’s proposal will be accepted by Moscow CableCom or that the proposed acquisition will be completed. The full text of Renova Media’s proposal to Moscow CableCom’s Board of Directors is attached to this press release.

Under Renova Media’s proposal, the proposed acquisition would be conditioned upon satisfactory completion of Renova Media’s due diligence prior to the execution of a definitive merger agreement; the definitive merger agreement being executed; the executed agreement being unanimously recommended to Moscow CableCom’s stockholders by Moscow CableCom’s Board of Directors on the unanimous recommendation of a committee of independent directors of the Board, the committee and the Board having received an investment banker’s opinion that the price per share is fair to Moscow CableCom’s other stockholders from a financial point of view; and the satisfaction of the closing conditions contained in such agreement.

As stated in its letter, Renova Media’s proposal assumes that the Board of Directors of Moscow CableCom will form a special committee of independent directors to consider the proposal with the assistance of outside financial and legal advisors and to negotiate the proposal with Renova Media. Directors of Moscow CableCom affiliated with Renova Media will not participate in the evaluation of the proposal on Moscow CableCom’s behalf.

demands of running a publicly traded entity. To maximize the return on our investment in Moscow CableCom and integrate it with our other holdings, we are willing to assume the risk of full ownership (including the potential regulatory changes being considered by the City of Moscow). Ownership of the entire equity interest in Moscow CableCom will provide us with the basis we believe is essential for providing the capital and management priorities Moscow CableCom needs in order to remain competitive, generate future revenue growth and achieve sustained profitability,” said Vladimir Kuznetsov, Chairman, Supervisory Board, Renova Media Enterprises Ltd.

Mr. Kuznetsov continued, “In the past year, we made two separate equity investments in Moscow CableCom. However, we have concluded that continuing to make incremental equity investments in the Company to finance its operations beyond our current limited commitment, without 100% ownership, is not the optimal use of our investment capital.”

Renova Media’s proposal represents an 8.1% premium over November 3, 2006 closing price and a 12.4% premium over the one-month volume-weighted average closing price. The aggregate consideration payable under the proposal for shares not owned by Renova Media would be approximately $130 million.

Renova Media directly owns approximately 40% of the voting power of Moscow CableCom’s currently outstanding voting securities and, if Renova Media were to exercise all of its rights to acquire additional voting securities of Moscow CableCom, Renova Media would own a majority of the voting power of Moscow CableCom’s then-outstanding voting securities. In its letter Renova Media has indicated that, in any merger agreement with Moscow CableCom, it would commit to own sufficient voting securities to assure that the merger would receive stockholder approval irrespective of the vote of any other stockholder.

Renova Media’s letter also indicates that Renova Media is not interested in disposing of any of its Moscow CableCom securities and would exercise and/or convert a sufficient portion of Moscow CableCom securities it owns to assure that it held majority voting power in the event a third party were to propose a competing transaction requiring a vote of Moscow CableCom’s stockholders that Moscow CableCom wished to pursue.

Renova Media’s letter states that, although Renova Media needs to retain the flexibility to evaluate its alternatives in the event its proposal does not result in a negotiated transaction with Moscow CableCom, Renova Media does not presently intend to pursue an acquisition of the remaining equity interest in Moscow CableCom without the approval of the independent committee of Moscow CableCom’s Board of Directors and the Board.

Renova Media’s letter notes that, although it became the controlling stockholder of OAO Moskovskaya Telecommunikatsionnaya Corporatsiya (COMCOR) earlier this year and COMCOR owns approximately 24% of the voting power of Moscow CableCom’s currently outstanding voting securities in addition to Moscow CableCom securities owned directly by Renova Media, COMCOR is not a party to Renova Media’s proposal. If the proposed acquisition were consummated, COMCOR would receive the same per share price as all other stockholders excluding Renova Media.

Goldman Sachs (AO) LLC is serving as financial advisor and DLA Piper US LLP is serving as legal advisor to Renova Media.

About Renova Media Enterprises Ltd.

Renova Media is the telecommunications arm of Renova Group, a leading Russian private equity investor.

Renova Media provides cable television, high-speed Internet access and Internet protocol-based telephony to residential and business customers in the City of Moscow. Renova Media is the City of Moscow’s second largest provider of broad-range access to Internet and the largest Triple Play provider. Renova Media currently serves over 500,000 subscribers. Renova Media has stakes in Moscow CableCom, COMCOR, Teleinform, and Belarus-based Cosmos-TV.

Forward Looking Statements

This press release (including the text of the letter from Renova Media to the Board of Directors of Moscow CableCom) contains forward-looking statements regarding Renova Media’s proposal for a negotiated acquisition, its relationship to Moscow CableCom and its views regarding Moscow CableCom. All forward-looking statements contained in this press release are subject to various risks and uncertainties that could materially affect these matters including, without limitation, whether the acquisition proposal will result an a negotiated agreement; if so, whether that agreement will be consummated; and, if no agreement is entered into or consummated, the future relationship between Renova Media and Moscow CableCom and future developments in Moscow CableCom’s business. Moscow CableCom has disclosed in its filings with the United States Securities and Exchange Commission (including October 25, 2006, filings of a Form 10K/A for its fiscal year ended December 31, 2005, and a Form 10Q for its fiscal quarter ended June 30, 2006) important risks and uncertainties that may affect its business and, while Renova Media assumes no responsibility for those disclosures, investors may wish to refer to those filings for Moscow CableCom’s statements regarding such matters.

* * * * * * *

Text of Renova Media’s letter to Moscow CableCom dated November 4, 2006

RENOVA MEDIA ENTERPRISES LTD.
2nd Terrace Centreville
Nassau, Bahamas

November 4, 2006

Board of Directors
Moscow CableCom Corp.
590 Madison Avenue
New York, NY 10022

Proposal for a Negotiated Acquisition

Gentlemen:

Although we are generally familiar with the Company’s business, we need to conduct to our satisfaction customary due diligence before entering into the proposed merger agreement discussed below (the “Proposed Merger Agreement”) in order to confirm the terms of Our Proposal, including recent financial information that the Company has not yet been required to file with Securities and Exchange Commission (“SEC”) as well as other information that the Company is not required to file but is relevant to our analysis. With the Company’s active cooperation, we and our advisors are confident we could complete this due diligence quickly while concurrently negotiating the Proposed Merger Agreement.

Before outlining the principal terms of Our Proposal, we note the following general points that we believe you will find helpful in your consideration of Our Proposal:

	•		We have the resources and experience necessary to consummate the Proposed Acquisition as promptly as practicable consistent with applicable law. Our Proposal is not conditioned on obtaining financing to pay the consideration offered under Our Proposal or any expenses we incur in connection with the Proposed Acquisition.

	•		We assume you will promptly form a committee of independent directors (the “Independent Committee”) of the Board of Directors of the Company (the “Board”) to evaluate Our Proposal. We look forward to discussing Our Proposal with the Independent Committee once it has been formed and hired its own independent financial and legal advisors. We have engaged experienced U.S. financial and legal advisors to assist us in connection with the Proposed Acquisition and they, as well as our own internal team, are available to work expeditiously with the Independent Committee and its advisors starting as soon as the Independent Committee is ready.

	•		While we need to retain the flexibility to evaluate our alternatives in the event Our Proposal does not result in a negotiated transaction with the Company, we do not presently intend to pursue an acquisition of the remaining equity interest in the Company without the approval of the Independent Committee and the Board.

	•		As you know, we are the largest single holder of the Company’s voting securities (directly owning approximately 40% of the voting power of its currently-outstanding voting securities) and, if we were to exercise all of our rights to acquire additional voting securities of the Company, we would own a majority of the voting power of its then-outstanding voting securities. In the Proposed Merger Agreement, we will commit that, through the combined exercise of our Warrants and conversion of our Series B Preferred Stock, we will own of record, on the record date for either the special meeting at which the Company’s stockholders would vote on the adoption of the Proposed Merger

			Agreement (the “Special Meeting”) or the adoption of the Proposed Merger Agreement by written stockholder consent in lieu of the Special Meeting (“Consent Action”), sufficient outstanding shares of the Company Common Stock to assure that a majority of the voting power of the then-outstanding Company voting securities entitled to vote on such adoption (“Majority Voting Power”) is voted in favor thereof irrespective of the vote of any other stockholder entitled to vote.

	•		As you also know, in a transaction we completed earlier this year we became the controlling stockholder of OAO Moskovskaya Telecommunikatsionnaya Corporatsiya (“COMCOR”), which owns approximately 24% of the voting power of the Company’s outstanding voting securities in addition to the Company securities owned directly by us, which are sufficient to give us Majority Voting Power. COMCOR is not a party of Our Proposal, which contemplates that COMCOR would receive the Per Share Price for its shares like any other stockholder of the Company, excluding us, if the Proposed Acquisition is consummated.

•

We have no interest in disposing of any of our Company securities. In the event that any third party were to propose a competing transaction requiring a vote of the Company’s stockholders that the Company wished to pursue, we would exercise and convert a sufficient portion of the Company’s securities that we own to ensure that we held Majority Voting Power.

The following is a summary of the principal terms of Our Proposal:

	•		All outstanding shares of the Company’s Common Stock (except those shares owned by us, which would be cancelled) would be converted into the right to receive the Per Share Price.

	•		All shares of the Company’s Series A Preferred Stock would be converted into the right to receive the Per Share Price on an as-converted basis based at the applicable conversion ratio (currently 3.055 shares of Common Stock per one share of Series A Preferred Stock) in effect at the closing of the Proposed Merger (the “Closing”).

	•		All shares of the Company’s Series B Preferred Stock and Warrants to acquire such shares (all of which we own), other than those we exercise and convert to enable us to achieve Majority Voting Power prior to the record date for the Special Meeting or Consent Action, would be cancelled.

	•		All of the Company’s outstanding Warrants to acquire shares of its Common Stock would, in accordance with their terms, become exercisable upon and following the Closing, at the election of the holder, for the right to receive the Per Share Price for each share of the Company’s Common Stock for which such holder’s Warrants were previously exercisable. To the extent not so exercised at or following the Closing, such Warrants would remain outstanding until their expiration date of May 18, 2008.

	•		All of the Company’s outstanding 10-1/2% Convertible Subordinated Debentures Due 2007 would, in accordance with their terms, become convertible upon and following the Closing, at the election of the holder, into the right to receive the Per Share Price for each

share of the Company Common Stock into which such holder’s Debentures were previously convertible (at the specified conversion rate of 61.8429 shares of Common Stock for each $1,000 principal amount of Debentures). To the extent the Debentures were not so converted at or following the Closing, immediately following the Closing we would cause the Company to deposit in trust (at our expense) with the Trustee under the governing Indenture, as contemplated by the terms thereof, sufficient cash to satisfy the Company’s remaining obligations with respect to principal and interest through the October 15, 2007 maturity date of such Debentures and thereby cause all provisions of such Indenture (other than those relating to payment and conversion rights) to cease to apply to the Company.

	•		To the extent that the holders of options (both vested and unvested) to acquire shares of the Company’s Common Stock so consent and the options are “in the money” based on the excess of the Per Share Price over the exercise price, such options would be cashed out (at our expense) for the excess. In all other cases, such options will remain outstanding in accordance with their terms following the Closing.

	•		Holders of restricted shares of the Company’s Common Stock would receive their cash payments in full following the Closing, without further restriction.

	•		the accuracy of representations and the performance of covenants;

	•		the absence of any material adverse change affecting the Company (with appropriate exceptions);


	•		the absence of any pending or threatened governmental litigation that could prevent the Closing;

	•		adoption of the Proposed Merger Agreement by a vote of a majority of the voting power of the Company’s capital stock outstanding on the record date for the Special Meeting or through Consent Action, and no other or greater vote;

	•		the receipt of all other required corporate, governmental and contractual approvals (subject to confirmation through the due diligence process, we believe that the only regulatory approval that would be required for the Proposed Merger other than clearance of a proxy or information statement by the U.S. Securities and Exchange Commission would be a Federal Antimonopoly Service clearance required under the laws of the Russian Federation, which we plan to seek promptly and would hope to obtain prior to, or shortly after, the execution of the Proposed Merger Agreement); and

•

confirmation that the Independent Committee had unanimously recommended approval of the Proposed Merger Agreement to the Board and that, in connection with that recommendation and the Board’s approval of the Proposed Merger Agreement, the Independent Committee and the Board had received an opinion in customary form from a nationally recognized investment banking firm in the U.S. that the Per Share Price was, on the date of such opinion, fair, from a financial point of view, to all stockholders of the Company other than RME.

* * * * *

In closing, we wish to reiterate that we believe Our Proposal offers a fair and attractive opportunity for the Company’s other stockholders and the optimal outcome from our perspective

in relation to our interest in making further investments in the Company. We look forward to Our Proposal being given serious and prompt attention by the Independent Committee and its independent advisors. We stand ready to engage in immediate constructive discussions with a view to reaching a definitive agreement as soon as reasonably practicable, to which end we intend to provide to the Independent Committee a draft of the Proposed Merger Agreement promptly after being notified of its formation.

RME looks forward to the successful completion of the discussions contemplated by this letter.

Very truly yours,

RENOVA MEDIA ENTERPRISES LTD.

Signed By: Vladimir Kuznetsov
Title: Chairman, Supervisory Board

EX-99.27 5 f24740a6exv99w27.htm EXHIBIT 27 exv99w27

Exhibit 27

•		*Summary of English Language Press Release Issued by Renova Media on November 6, 2006.*

•		*For Informational Purposes Only — to be distributed in Russian translation to selected Russian media*

•		*Not to be relied upon as a Russian language version of the English press release*

•		*Readers should refer to the full press release in English, which includes cautionary language regarding forward-looking statements contained in the press release*

RENOVA MEDIA MAKES PROPOSAL FOR NEGOTIATED ACQUISITION OF
SHARES OF MOSCOW CABLECOM (NASDAQ: MOCC) NOT OWNED BY
RENOVA MEDIA

Proposed Price of $10.80 in Cash Per Common Share

Summary of Release:

•		Announcement is for a proposal made to Moscow CableCom’s Board of Directors in writing to acquire shares that Renova Media does not own.

•		Proposal offers a price of $10.80 in cash per common share of Moscow CableCom.

•		Renova Media’s proposal is subject to an agreement negotiated and approved by a special committee of independent Moscow CableCom directors, not affiliated with Renova Media, with independent financial and legal advisors.

•		Renova Media’s proposal represents an 8.1% premium over the November 3, 2006 closing price and a 12.4% premium over the one-month volume-weighted average closing price.

•		The aggregate consideration payable under the proposal for shares not owned by Renova Media would be approximately $130 million.

•		Renova Media is not interested in disposing of any of its Moscow CableCom securities in the event that the special committee does not accept Renova Media’s proposal.

•		COMCOR is not a party to Renova Media’s proposal.

•		Goldman Sachs (AO) LLC is serving as financial advisor and DLA Piper US LLP is serving as legal advisor to Renova Media.

•		Quote from Vladimir Kuznetsov, Chairman, Supervisory Board, Renova Media Enterprises Ltd.:

“We believe that our proposal will ensure that Moscow CableCom has the flexibility and financial resources to meet the challenges presented by the increasingly competitive characteristics of its industry in the years ahead. We feel that in order for Moscow CableCom to be able to maximize its market opportunity, it needs the long-term entrepreneurial management perspective that is only possible at this time as a private company unencumbered by the constant demands of running a publicly traded entity. To maximize the return on our investment in Moscow CableCom and integrate it with our other holdings, we are willing to assume the risk of full ownership (including the potential regulatory changes being considered by the City of Moscow). Ownership of the entire equity interest in Moscow CableCom will provide us

with the basis we believe is essential for providing the capital and management priorities Moscow CableCom needs in order to remain competitive, generate future revenue growth and achieve sustained profitability,” said Vladimir Kuznetsov, Chairman, Supervisory Board, Renova Media Enterprises Ltd.

For further media information please contact:

Russian Language Media:
Andrey A. Shtorkh
Renova Group, Moscow
Phone: 7 495 975 0240

English Language Media:
Stan Neve/Erin Becker
Brunswick Group, New York
Phone: + 1 212 333 3810

EX-99.28 6 f24740a6exv99w28.htm EXHIBIT 28 exv99w28

Exhibit 28

POWER OF ATTORNEY

Each of the undersigned hereby severally appoints each of Andrey Osipov and Evgenia Loewe each having authority hereunder to act without either of the others and each having full power of substitution and re-substitution, as the undersigned’s true and lawful Attorney-in-Fact (A) to execute in the name, place and stead of the applicable undersigned (i) any Statement required to be filed under Schedule 13 (d), and any amendments thereto, pursuant to Section 13(d) of the United States Securities Exchange Act of 1934 as amended (the “Exchange Act”), in connection with the beneficial ownership of securities of Moscow CableCom Corp., (ii) any Form required to be filed under Section 16 of the Exchange Act in connection with the beneficial ownership of securities of Moscow CableCom Corp., and (iii) all instruments and exhibits necessary or incidental to any Statement and any Form described in (i) and (ii) above or in connection therewith, and (B) to file the same with the Securities and Exchange Commission, said Attorney-in-Fact having full power and authority to do and perform in the name and on behalf of the undersigned what the undersigned might or could do in person, and the undersigned hereby ratify and approve the acts of said Attorney-in-Fact.


RENOVA MEDIA ENTERPRISES, LTD.
By:	/s/ Shakira Burrows
	Name:	Shakira Burrows
	Title:	Director

VICTOR VEKSELBERG
/s/ Victor Vekselberg
Victor Vekselberg

Date: November 1, 2006

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Table of Contents