PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on October 21, 2019
23-Oct-2019 / 08:56 CET/CEST
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Results of the Board of Directors Meeting on October 21, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting on October 21, 2019.
Resolutions passed on Items of the agenda:
Item 1: On considering matters of significance to the Company.
1.1. On the accomplishment of the action plan for works at Zagorskaya
PSHP-2.
The resolution adopted:
To take into consideration the interim report on the accomplishment of the
follow-up action plan for works at Zagorskaya PSHP-2 (Schedule No. 1
hereto).
1.2. On measures for refinancing the debt of RAO Energy Systems of the East
Holding companies.
The resolution adopted:
1) In order to streamline the terms of the non-deliverable forward
contract (hereinafter referred to as the Forward) concluded between the
Company and VTB Bank (PJSC) in respect of 55,000,000,000 (Fifty-five
billion) ordinary shares of PJSC RusHydro and formalized in the
Confirmation of a Non-Deliverable Forward Transaction for Shares dated
March 3, 2017 (hereinafter referred to as the Confirmation) in accordance
with the Master Agreement on Derivatives Transactions in the Financial
Markets dated March 3, 2017, to approve the conclusion of a supplementary
agreement to the Confirmation providing for the following amendments to
the essential terms of the Forward:
1) Reduction of the forward rate by 0.5 (five-tenths of one percent)
percentage points.
2) Prolongation of the period during which the Company cannot demand
early performance of the obligations under the Forward in full by twelve
(12) months.
3) Entitlement of VTB Bank (PJSC) to unilaterally extend the Forward
term no more than three (3) times and in aggregate no more than up to
March 3, 2025 included, by sending a written notice to the Company.
2) To consider this resolution to be also the approval of a derivative
transaction in accordance with subclause 25, Clause 12.1 of the Company's
Articles of Association and the Borrowing Policy Regulation of the Company
approved by the decision of the Company's Board of Directors dated July
29, 2010 (Minutes No. 104 dated August 2, 2010).
3) For the purpose of collaboration aimed at increasing the selling price
of shares of RusHydro as part of the Forward, to approve the conclusion of
an agreement on the provision of financial and consulting services
(hereinafter, the Agreement) on the following essential terms:
Parties to the Agreement:
Customer: PJSC RusHydro;
Contractor: VTB Capital JSC.
Subject of the Agreement:
To provide services and assistance to the Customer as part of analysis and
measures for the implementation of strategic initiatives aimed at increasing
the market value of the Customer's shares, including as part of the
implementation of the RusHydro Group Value Increase Plan for the period up
to 2021, as well as for the implementation of the transaction for the sale
of Customer's shares in the total amount of 55,000,000,000 (Fifty-five
billion) ordinary shares owned by VTB Bank (PJSC) for the purposes of final
settlement of the Forward (hereinafter, the "Transaction").
Price of the Agreement:
Five percent (5%) of the amount of the excess of the price for the sale of
one (1) share as a result of the Transaction over one ruble and thirty-five
thousandths (1.035), multiplied by the number of shares that are the subject
of this Transaction, but not more than seven hundred million (700,000,000)
rubles.
Term of the Agreement:
The Agreement shall be valid from the moment of its execution until the
earlier of the following dates: a) the date of completion of the
Transaction; b) the date falling 36 months from the date of execution of the
Agreement; or (c) the date of early termination of the Agreement by any
Party upon prior written notice to the other Party.
Additional terms:
The Customer undertakes to compensate the Contractor for property losses
actually incurred and documented by VTB Capital JSC in connection with the
Transaction which arose out of any claims, actions, demands, requests or
investigations from any third parties with regard to the Contractor or its
affiliates, as well as any proceedings relating to such claims. However,
property losses that occurred mainly through the fault of the Contractor, as
established by a final court judgment, will be excluded from the amount of
compensation. The amount of losses compensable by the Customer may not
exceed the Price of the Agreement.
1.3. On the approval of the reports on the performance results of the
Committees under the RusHydro PJSC Board of Directors for the corporate year
2018-2019.
The resolution adopted:
1. To approve the report on the performance results of the Audit Committee
of the Company's Board of Directors for the 2018-2019 corporate year
(Schedule No. 2 hereto).
2. To approve the report on the performance results of the HR and
Remuneration (Nominations) Committee under the Board of Directors for the
2018-2019 corporate year (Schedule No. 3 hereto).
3. To approve the report on the performance results of the Strategy
Committee under the Company's Board of Directors for the 2018-2019 corporate
year (Schedule No. 4 hereto).
4. To approve the report on the performance results of the Reliability,
Energy Efficiency and Innovations Committee under the Company's Board of
Directors for the 2018-2019 corporate year (Schedule No. 5 hereto).
5. To approve the report on the performance results of the Far East Power
Industry Development Committee under the Company's Board of Directors for
the 2018-2019 corporate year (Schedule No. 6 hereto).
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
forward-looking statements, including, among others, general economic
conditions, our competitive environment, risks associated with operating in
Russia, rapid technological and market change in our industries, as well as
many other risks specifically related to RusHydro and its operations.
ISIN: US7821834048, RU000A0JPKH7
Category Code: MSCM
TIDM: HYDR
LEI Code: 2534005TJN9DX4YWVT97
OAM Categories: 2.2. Inside information
Sequence No.: 24349
EQS News ID: 894707
End of Announcement EQS News Service
(END) Dow Jones Newswires
October 23, 2019 02:56 ET (06:56 GMT)
