Results of the Board of Directors on December 26, 2016
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR;
OTCQX: RSHYY) announces that the Company's Board of Directors held a
meeting in absentia on December 26, 2016.
***
The Board of Directors approved report on interim
results of 2016 business plan execution accounting for actual
performance for 9 months of 2016 (including report on execution of
investment program, including Program of complex modernization of
generating facilities), Annual procurement program for 9 months of
2016 and report on cost optimization and operating costs reduction
for 9 months of 2016.
Actual production and output to grid for 9 months
of 2016 exceeded the planned figures (110.3% and 110.9% y-to-y
respectively). Higher production was driven by elevated water inflows
to Volga-Kama and Novosibirskoye reservoirs.
During the 9 months of 2016 installed capacity
increased by 29 MW due to rerating of equipment (including by 3 MW at
Kamskaya HPP, 21 MW at Zhigulevskaya HPP and 5 MW at Novosibirskaya
HPP).
Financing of PJSC RusHydro capex program for 9
months of 2016 totaled RUB 22.53 bn or 34.3% of the annual plan and
60.9% of the 9 month financing plan. In addition, financing of capex
programs of RusHydro’s subsidiaries totaled RUB 13.6 bn or 98.6% of
the 9 month plan and 39.86% of the annual financing plan. Actual
financing of the Complex modernization program was RUB 12.49 bn or 36
% of the annual plan and 72 % of the 9 month plan.
***
The Board of Directors reviewed results of field
inspections of investment projects of rehabilitation and
modernization of Cheboksarskaya HPP turbines and plan of measures,
aimed at addressing identified issues
***
The Board of Directors approved forward
transaction agreement to be concluded between PJSC RusHydro and VTB
Bank via two forward contracts in regard to 40 bn shares and 15 bn
shares belonging to two companies of RusHydro Group (JSC Gidroinvest
and LLC ESOP).
The Board of Directors approved lending of funds
to be received from VTB Bank, JSC Gidroinvest and LLC ESOP to
companies of RAO ES of East subgroup for purposes of redeeming
liabilities before banks. The Board also approved conclusion of
respective loan agreements.
***
The Board of Directors reviewed and approved
organizational structure of PJSC RusHydro.
The change in organizational structure is driven
by integration of headquarters of PJSC RAO ES of East and PJSC
RusHydro. Integration will be based on functional approach: part of
RAO ES East personnel will be transferred to respective units of
RusHydro, and part, responsible for stand-alone regional functions
will be transferred to a newly created unit: Far East Division.
Integration of headquarters of PJSC RAO ES of East
and PJSC RusHydro will allow to reduce administrative costs related
to headquarters of PJSC RAO ES of East and will also enable to reduce
costs related to management contracts.
***
The Board of Directors approved a new version of
the List of non-core assets of RusHydro and Plan of divestment of
non-core assets for the 4th quarter of 2016 and 2017.
Total worth of non-core assets earmarked for
divestment is RUB 1.2 bn. It is planned to sell approximately two
hundred facilities in 2017.
***
The Board of Directors adopted decision on
amending the Regulation on the procurement of products for the needs
of PJSC RusHydro.
***
The Board of Directors approved termination of
Company's participation in the capital of the PJSC Krasnoyarskaya HPP
by selling shares of PJSC Krasnoyarskaya HPP to JSC Eurosibenergo.
The Board of Directors determined price of shares of PJSC
Krasnoyarskaya HPP for the purposes of the transaction at 97 rubles
for share. Indicated price is set by an independent assessor in
accordance with clause 4 of the Article 84.8 of the Federal Law On
Joint-Stock Companies.
In the result of the transaction RusHydro’s
stake in Krasnoyarskaya HPP will change from 0,117022% to 0%.
***
The Board of Directors decided to terminate
participation of RusHydro in HydroOGK Power Company Limited (Republic
of Cyprus) by its voluntary liquidation and instructed
representatives of the Company in the governance bodies of HydroOGK
Power Company Limited to vote for all the necessary resolutions aimed
at its voluntary liquidation.
Liquidation of the company is caused by transfer
of management of BEMO project under jurisdiction of the Russian
Federation and transfer of main asset of HydroOGK Power Company
Limited – 50% stake in BoGES ltd – in ownership JSC BoGES Holding
Company, 100% subsidiary of RusHydro.
The Board of Directors instructed representatives
of RusHydro in governance bodies of JSC JSC BoGES Holding Company to
approve participation of BoGES Holding Company in BOGES LIMITED via
purchase of 5 000 class “A” shares of BOGES LIMITED at a price,
determined by an independent appraiser.
The share of JSC BoGES Holding Company in BOGES
LIMITED in the result of transaction will increase from 0 to 50%.
The Board of Directors instructed representatives
of RusHydro in governance bodies of JSC JSC BoGES Holding Company to
approve major transaction involving purchase of 5 000 class “A”
shares of BOGES LIMITED.
***
The Board of Directors approved Supplementary
Agreement with JSC NPF of Electric-power Industry as a non-arm’s
length transaction.
The Supplementary Agreement introduces the
following amendments in existing Agreement:
Adds to the members of the collective
executive body of the Company to list the participants of the
pension scheme
Increases duration of pension payment to
participant up to "not less than ten (10) years."
Excludes remuneration for Fund services
***
The Board of Directors approved Agreement of
non-state pension provision with the Joint-Stock Company Non-state
pension fund of VTB Pension Fund (JSC NPF VTB Pension Fund) as
non-arm’s transaction.
***
The Board of Directors approved Loan Agreements
between PJSC RusHydro and JSC RAO ES East as non-arm’s transaction
within limits:
***
The Board of Directors approved Agreement on
voluntary medical insurance services between PJSC RusHydro and JSC
SOGAS as non-arm’s transaction and determined limit on the price of
services under the agreement as RUB 46 563 812.48.
The Board of Directors approved Agreement on
voluntary Group accident and illness insurance between PJSC RusHydro
and JSC SOGAS as non-arm’s transaction and determined limit on the
price of services under the agreement as RUB 4 468 749.70 (VAT not
applicable).
Both agreements concluded for one year from
January 1st to December 31, 2017.
***
The Board of Directors approved Agreement of
Donation between RusHydro and Administration of Bureysky district of
Amur region in regards to waste disposal site in the territory of
Talakan settlement.
***
The Board of Directors approved two Addenda to
Collateral Agreement Between RusHydro and Vnesheconombank in regard
to shares of CJSC Organizer of BoGES Construction and CJSC Developer
of BoGES construction as transaction with shares of an entity,
related to RusHydro.
The Addenda do not change the price of the
Agreement. The changes refer to prolongation of loan facility for
construction of Boguchansky Aluminium Smelter, loan redemption
schedule and date of commissioning of the second shift of the
smelter.
***
The Board of Directors approved agreement on
compensation payment related to changes in condition of water usage
as transaction of gratuitous transfer of the Company's property.
Since 1978 residents of Dagestani settlements, affected by
construction of hydropower plants, are entitled to benefits on cost
of water- and electricity supply. Earlier payment of compensation
related to water utilization to municipalities affected by
construction of Chirkeyskaya HPP were carried out by JSC Dagenergo.
After its reorganization in accordance with separation balance the
payments are carried out by Dagestani branch of RusHydro.
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