HYDR.L Regulatory News (HYDR)

 

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:

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: Reduction of the forward rate by 0.5 (five-tenths of one percent) percentage points. Prolongation of the period during which the Company cannot demand early performance of the obligations under the Forward in full by twelve (12) months. 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. 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). 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.