DJ PJSC RusHydro: Results of the Board of Directors Meeting on September 23, 2019
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on September 23,
2019
26-Sep-2019 / 08:49 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 September 23, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on September 23,
2019.
Resolutions passed on Items of the agenda:
Item 1: Participation of the Company in other organizations.
1) On the participation of the Company in JSC Sakhalin State District
Power Station (GRES)-2.
The resolution adopted:
1. To approve the participation of the Company in the authorized capital of
JSC Sakhalin GRES-2 by concluding an agreement(s) for the sale of shares
(hereinafter referred to as the Transaction) on the following material
conditions:
Parties to the Transaction:
Issuer: Sakhalin GRES-2 JSC;
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 16,345,000,000
(Sixteen billion three hundred forty-five million) ordinary shares placed
through private subscription (hereinafter referred to as the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
1 (One) ruble per 1 (One) share for a total amount of no more than
16,345,000,000 (Sixteen billion three hundred forty-five million) rubles.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment
by offsetting monetary claims against the Issuer.
2. To determine that, based on the results of the issue, the Company's
participation share in the authorized capital of JSC Sakhalin GRES-2 will
not change and amounts to 100 (One hundred) %, while the debt of Sakhalin
GRES-2 owed to the Company in the amount of no less than 9,216,605,312 (Nine
billion two hundred sixteen million six hundred five thousand three hundred
and twelve) rubles shall be repaid following the acquisition of the
additional shares.
3. Determine that the price of acquisition by the Company of additional
ordinary shares of JSC Sakhalin GRES-2 corresponds to the nominal value and
amounts to 1 (One) ruble per 1 (One) additional ordinary share for the total
maximum amount of 16,345,000,000 (Sixteen billion three hundred forty-five
million) rubles.
4. Consider this decision approval of the transaction in accordance with
Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company.
2) On the participation of the Company in JSC TPP in Sovetskaya Gavan.
The resolution adopted:
1. To approve the participation of the Company in the authorized capital of
JSC TPP in Sovetskaya Gavan by concluding an agreement(s) for the sale of
shares (hereinafter referred to as the Transaction) on the following
material conditions:
Parties to the Transaction:
Issuer: JSC TPP in Sovetskaya Gavan;
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 18,456,000,000
(Eighteen billion four hundred fifty-six million) ordinary shares placed
through private subscription (hereinafter referred to as the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
1 (One) ruble per 1 (One) share for a total amount of no more than
18,456,000,000 (Eighteen billion four hundred fifty-six million) rubles.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment
by offsetting monetary claims against the Issuer.
2) Determine that, based on the results of the issue, the Company's
participation share in the authorized capital of JSC TPP in Sovetskaya
Gavan will not change and amounts to 100 (One Hundred) %, while the debt
of JSC TPP in Sovetskaya Gavan to the Company in the amount of no less
than 2,644,947,674 (Two billion six hundred forty-four million nine
hundred forty-seven thousand six hundred seventy-four) rubles shall be
repaid following the acquisition of the additional shares.
3. Determine that the price of acquisition by the Company of the additional
ordinary shares of JSC TPP in Sovetskaya Gavan corresponds to the nominal
value and amounts to 1 (One) ruble per 1 (One) additional ordinary share for
the total maximum amount of 18,456,000,000 (Eighteen billion four hundred
fifty-six million) rubles.
4. Consider this decision approval of the transaction in accordance with
Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company.
3) On the participation of the Company in JSC "Yakutsk State District
Power Station (GRES)-2".
The resolution adopted:
1.To approve the participation of the Company in the authorized capital of
Yakutsk State District Power Station (GRES)-2 JSC by concluding an
agreement(s) for the sale of shares (hereinafter referred to as the
Transaction) on the following material conditions:
Parties to the Transaction:
Issuer: Yakutsk GRES-2 JSC;
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 5,912,000,000 (Five
billion nine hundred and twelve million) ordinary shares placed through
private subscription (hereinafter referred to as the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
1 (One) ruble per 1 (One) share for a total amount of not more than
5,912,000,000 (Five billion nine hundred and twelve million) rubles.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment
by offsetting monetary claims against the Issuer.
2. To determine that, based on the results of the issue, the Company's
participation share in the authorized capital of JSC Yakutsk GRES-2 will not
change and amounts to 100 (One hundred) %, while the debt of JSC Yakutsk
GRES-2 owed to the Company in the amount of no less than 5,911,757,990 (Five
billion nine hundred eleven million seven hundred fifty-seven thousand nine
hundred and ninety) rubles shall be repaid to the Company after the
acquisition of the additional shares.
3. Determine that the price of acquisition by the Company of additional
ordinary shares of Yakutsk GRES-2 JSC corresponds to the nominal value and
amounts to 1 (One) ruble per 1 (One) additional ordinary share for the total
maximum amount of 5,912,000,000 (Five billion nine hundred and twelve
million) rubles.
4. Consider this decision approval of the transaction in accordance with
Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company.
Item 2: Approval of the report on the fulfillment of the Annual
Comprehensive Procurement Program of RusHydro for 6 months of 2019.
The resolution adopted:
To approve the report on the fulfillment of RusHydro's Annual Comprehensive
Procurement Program for 6 months of 2019 (Appendix 1 hereto).
Item 3: On consent to conclude an agreement on the provision of
comprehensive transport services, as well as on the leasing with crew and
leasing of vehicles without crew and additional agreements thereto between
PJSC RusHydro and JSC RusHydro TC as related-party transactions.
The resolution adopted:
1) Determine the maximum price of the contract for the provision of
comprehensive transport services, as well as the provision of leasing with
crew and leasing of vehicles without crew between the Company and JSC
RusHydro TC (hereinafter referred to as the Agreement) and its additional
agreements, which are related-party transactions:
4,880,824,790 (Four billion eight hundred eighty million eight hundred
twenty-four thousand seven hundred ninety) rubles 04 kopecks, excluding VAT.
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2) Give consent to the conclusion by the Company of the Agreement
and the subsequent conclusion of additional agreements thereto as
interested-party transactions, on the following material conditions:
Parties to the Agreement and additional agreements:
Party 1: PJSC RusHydro (the Company);
Party 2: TC RusHydro JSC.
Subject of the Agreement:
The provision by Party 2 to Party 1 of a comprehensive transport service, as
well as the provision of leasing with crew and leasing without crew of
vehicles and equipment (including, but not limited to: ships and floating
objects of inland water transport, and/or hovercraft, and/or special
equipment, and/or fire fighting equipment, and/or railway transport and
equipment, and/or automobile freight vehicles, and/or automobile passenger
vehicles, and/or buses, and/or minibuses, and/or trams, and/or lifting
facilities.
Subject of Additional Agreements:
- changing the list of transport vehicles and equipment (including, but not
limited to: ships and floating objects of inland water transport, and/or
hovercraft, and/or special equipment, and/or fire fighting equipment, and/or
railway transport and equipment, and/or automobile freight vehicles, and/or
automobile passenger vehicles, and/or buses, and/or minibuses, and/or trams,
and/or lifting facilities for leasing and rendering comprehensive
transportation services to the executive office and 18 branches of PJSC
RusHydro;
- a change in the price of the Agreement, including price components, within
the limit price;
- change of schedules and/or interchangeability of the provision of vehicles
and equipment within the term for the provision of services and leases under
the Agreement.
The maximum price of the Agreement (including Additional Agreements):
4,880,824,790 (Four billion eight hundred eighty million eight hundred
twenty-four thousand seven hundred ninety) rubles 04 kopecks, excluding VAT.
The period for the provision of services and leases under the Agreement:
from September 1, 2019 to August 31, 2022.
Period of validity of the Agreement:
The Agreement enters into force upon its signing by the Parties and remains
in effect until the Parties perform their obligations in full. In accordance
with Clause 2 of Article 425 of the Civil Code of the Russian Federation,
the terms of the Agreement apply to relations between the Parties that arose
since September 1, 2019.
Other material terms of the Agreement or the procedure for their
determination:
The provision of services under the Agreement is carried out within the
borders of the Russian Federation.
Specific routes (points of departure and destination), cargo parameters
(weight, quantity, volume, dimensions and nature (type, names) and others),
moto-watches, periods, service schedules, transportation schedules, shift
work of vehicles, schedules of means of transport, the place of supply of
vehicles, the procedure for the supply and use of vehicles, the nature of
the vehicle, the consignor, the consignee may be determined (subject to the
limits specified in this decision) in the Agreement and/or applications of
Party 1 to Party 2 for the provision of transport or transportation
services.
Persons with an interest in the transaction by the Company:
member of the Management Board of the Company S. A. Kirov, who is a brother
of A. A. Kirov, who holds a position in the management bodies (general
director, member of the Board of Directors) of a party to the Agreement -
JSC TC RusHydro.
3) Determine that the present decision is valid until August 31, 2022.
Item 4: Considering matters of significance to the Company:
4.1. On the status of the implementation of priority projects for the
construction of 2 facilities in the Far East (TPP in Sovetskaya Gavan,
Sakhalin GRES-2 (stage 1)).
The resolution adopted:
To take note of information on the progress of the priority projects of
construction of two facilities in the Far East (TPP in Sovetskaya Gavan,
Sakhalin GRES-2 (stage 1)) as of June 30, 2019 (Appendix 2 hereto).
4.2. On approval of amendments to the Methodology for the Calculation and
Evaluation of the Annual KPIs of RusHydro Management Board Members.
The resolution adopted:
To approve amendments to the Methodology for the Calculation and Evaluation
of the Annual KPIs of RusHydro Management Board Members (Appendix No. 3 to
the Minutes).
4.3. On participation of the Company in the authorized capital of JSC DGK.
The resolution adopted:
To approve participation of the Company in the authorized capital of JSC DGK
for the purpose of capitalization of the latter's debt to RusHydro under
loans issued (including payment of interest), by way of concluding an
agreement to purchase additional shares of JSC DGK (hereinafter, the
"Agreement"), as part of a procedure for increasing the authorized capital
of JSC DGK by private subscription in favor of the sole entity, RusHydro, on
the following material terms and conditions:
Parties to the Agreement:
Issuer: JSC DGK;
Acquirer: RusHydro.
Subject of the Agreement:
The Issuer shall transfer to the Acquirer ownership of ordinary registered
shares of JSC DGK for a maximum amount of forty billion five hundred million
rubles (RUB 40,500,000,000), and the Acquirer shall accept and pay for them
at the price determined by the Board of Directors of JSC DGK on the basis of
an independent appraiser's report, which shall not be less than the par
value of one ordinary share, with the possibility of paying for them by way
of offset of the Company's monetary claims under the extended loans
(including payment of interest).
The shareholding of the Company and its controlled entities in the
authorized capital of JSC DGK after the acquisition of the additional shares
of JSC DGK will not change and will remain 100%.
4.4. Confidential.
The resolution adopted: Confidential.
The Board of Directors approved the asset swap between PJSC RusHydro and
PJSC DEK's key minority shareholders on the Luchegorsky coal mine and
Primorskaya GRES, technologically linked with the coal-mine for the key
minority shareholders' stake in PJSC DEK.
4.5. Confidential.
The resolution adopted: Confidential.
About RusHydro
RusHydro Group is the leading producer of renewable energy in Russia. It is
Russia's largest generating company and is the fourth in the world with over
400 generating facilities in Russia and Armenia. The Group's total
electricity generation capacity including Boguchanskaya HPP is 39.7 GW.
Russian Federation owns 61.20% in RusHydro, the rest is held by other
institutional and individual shareholders (over 360,000). The company's
stock is traded on the Moscow Stock Exchange. Company's GDRs in the IOB
section of LSE, ADRs - in OTCQX.
For more information:
Investor Relations Department
Tel. +7 (495) 122 0555 ext. 1607, 1319, 1304
ir@rushydro.ru
The information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of RusHydro. You can identify forward looking statements by
terms such as "expect," "believe," "anticipate," "estimate," "intend,"
"will," "could," "may" or "might," the negative of such terms or other
similar expressions. We wish to caution you that these statements are only
predictions and that actual events or results may differ materially from
these statements. We do not intend to update these statements to reflect
events and circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. Many factors could cause the actual
results to differ materially from those contained in our projections or
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