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PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on December 06,
2018
10-Dec-2018 / 07:47 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer / publisher is solely responsible for the content of this
announcement.
Results of the Board of Directors Meeting on December 06, 2018
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on December 06,
2018.
Resolutions passed on Items of the agenda:
Item No. 1: Participation of the Company in other organizations:
1.1. On termination of the Company's participation in JSC Small HPPs of
Altai.
The resolution adopted:
To terminate the Company's participation in the authorized capital of JSC
Small HPPs of Altai in accordance with the Program for the Alienation of
Non-Core Assets of RusHydro.
1.2. On termination of the Company's participation in CJSC Verkhne-Narynskie
HPPs.
The resolution adopted:
To approve the termination of the Company's participation in CJSC
Verkhne-Narynskie HPPs by selling 2,500,000 ordinary registered shares or
50% of its authorized capital, to OJSC Electric Power Plants (Kyrgyz
Republic) in accordance with the terms of the agreement concluded between
the Government of the Russian Federation and the Government of the Kyrgyz
Republic on the construction and operation of the Verkhne-Narynsky cascade
of hydroelectric power plants, at a price determined by the Board of
Directors of the Company based on the appraiser's report.
1.3. Termination of participation of the Company in VolgaHydro LLC.
The resolution adopted:
To supplement the resolution of the Board of Directors of the Company of
October 3, 2018, on item No. 4 "On participation of RusHydro in other
organizations: On termination of participation in VolgaHydro LLC (Minutes
No. 277 dated October 4, 2018) with clause 2 as follows:
"2. To determine that if VH Auslandsbeteiligungen GmbH (a participant of
VolgaHydro) declines to purchase the Stake (including under the pre-emptive
right), the Company shall have the right to sell the Stake to VHG
Auslandsbeteiligungen GmbH on the same conditions."
Item No. 2: Execution of transactions
2.1. On preliminary approval of transactions with shares of organizations in
which the Company participates.
The resolution adopted:
To approve the transaction for the sale of shares of CJSC Verkhne-Narynskie
HPPs (hereinafter referred to as the Agreement) on the following conditions:
Parties to the Agreement:
The Seller is RusHydro;
The Buyer is OJSC Electric Power Plants.
Subject of the Agreement:
The Seller shall transfer ordinary registered shares of Verkhne-Narynskie
HPPs with a nominal value of 1 (one) Kyrgyzstani som each in the amount of
2,500,000 (two million five hundred thousand) shares (hereinafter referred
to as the Shares) to the Buyer, and the Buyer undertakes to accept and pay
for the Shares in the manner, in the time frames and on conditions specified
by the Agreement.
The size of the stake in the authorized capital of Verkhne-Narynskie HPPs
owned by the Seller is 50 (Fifty)%, with a nominal value of 2,500,000 (Two
million five hundred thousand) Kyrgyzstani soms.
The size of the stake in the authorized capital of Verkhne-Narynskie HPPs to
be alienated by the Seller is 50 (Fifty)%, with a nominal value of 2,500,000
(Two million five hundred thousand) Kyrgyzstani soms.
The size of the stake in the authorized capital of Verkhne-Narynskie HPPs
owned by the Seller after the alienation of the Shares in accordance with
this decision is 0 (Zero)%.
Price of the Agreement:
The value of the Shares is determined based on valuation report No. 18-22027
dated September 10, 2018, prepared by Swiss Appraisal Russia LLC and amounts
to the equivalent of 2,500,000 (Two million five hundred thousand)
Kyrgyzstani soms in Russian rubles at the exchange rate set by the Central
Bank of the Russian Federation on the date of payment.
2.2. On preliminary approval of transactions with shares of organizations in
which the Company participates.
The resolution adopted:
In order to optimize the corporate governance process of the Company's
controlled organizations in which RusHydro Group holds 100% of the
authorized capital, to preliminarily approve the conclusion by the Company
of trust management agreements (hereinafter referred to as the Agreements)
under the following material conditions:
Parties to the Agreements:
The Trust Manager is the Company;
The Trustors are JSC ESC RusHydro, JSC RAO ES of the East, JSC Hydroinvest,
and PJSC Kolymaenergo.
Subject of the Agreements:
The trustors shall transfer the rights certified by the following shares
belonging to them on the basis of the right of ownership to the Company in
trust management:
- 3,036,387,330 ordinary shares of JSC Hydroinvest (state registration
number of the issue: 1-01-04339-D-003D);
- 1,709,801,779 ordinary shares of JSC Hydroinvest (state registration
number of the issue: 1-01-04339-D-004D);
- 1 ordinary share of JSC ESC RusHydro (state registration number of the
issue: 1-01-55437-E);
- 166,460,049 ordinary shares of JSC ChirkeyGESstroy (state registration
number of the issue: 1-01-35249-?);
- 8,923,739,178 ordinary shares of Ust-Srednekanskaya HPP named after A.F.
Dyakov (state registration number of the issue: 1-01-55315-E).
The Trust Manager undertakes, for a remuneration, to manage the rights in
respect of the shares transferred in trust management in the interests of
the Trustors during the term of the Agreements.
The scope of rights under the shares to be transferred:
The entire set of rights under the shares, with the exception of the right
to receive dividends.
The amount of remuneration of the Trust Manager:
1,000 rubles per year (including VAT) under each trust management agreement.
Effective term of the Agreements:
5 years.
2.3. Approval of a transaction for the gratuitous transfer of the Company's
property to third parties.
The resolution adopted:
1. To approve the conclusion of an Agreement on the Gratuitous Transfer
(Donation) of Property (hereinafter referred to as the Agreement) under the
following material terms and conditions:
Parties to the Agreement:
The Donor is the Company.
The Donee is the municipal formation of the workers' settlement (urban
settlement) of Talakan, Bureysky District, Amur region, represented by the
Municipal Public Institution of the administration of the workers'
settlement of Talakan, Bureysky District, Amur region.
Subject of the Agreement:
The Donor gratuitously transfers, and the Donee accepts in ownership for use
as an object of public transport infrastructure, the installation "Access
road to the solid waste landfill", cadastral number: 28:11:000000:2663,
length 3,173 m, address: Talakan, Bureysky District, Amur region (record of
the right in the Unified State Register of Real Estate No.
28:11:000000:2663-28/012/2018-1 dated January 24, 2018) (hereinafter
referred to as the "Property").
Price (book value) of the transferred Property (as of October 31, 2018):
66,104,713 (sixty-six million one hundred four thousand seven hundred
thirteen) rubles 37 kopecks.
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