In November 2016, the Board of Directors of the Company decided to increase the authorized capital of the Company by 40,429 million rubles by placing additional shares through open subscription. The decision on the additional issue of shares was registered by the Bank of Russia on December 7, 2016, the issue was assigned registration number 1-01-55038-E-042D as of December 31, 2016, all additional shares were on the issuing account of the Company (they were not placed).
After the reporting date (in January-March 2017), 40,033,348,661 additional shares were placed, including 40 billion additional shares in favor of VTB Bank (PJSC). Since the report on the results of the issue and the relevant amendments to the Company’s Articles of Association were not registered at the reporting date, the shares in this report are presented in relation to the Authorized Capital without taking into account the additional issue of shares.
Authorized share capital of PJSC RusHydro as of December 31, 2016
List of shareholders owning more than 2 % shares (as of December 31, 2016)
Shareholders’ structure as of the date of drawing up the lists of persons who entitled to participate in the previous Annual General Meetings of Shareholders of the Company
The Company’s shareholders are more than 340 thousand domestic and foreign investors. The Russian Federation owns a controlling stake in 66.84 %. As of December 31, 2016, the Group had 18,852,353,167 shares or 4.88 % of the Authorized Capital of RusHydro from which 3.55 % were owned by JSC HydroInvest. There are no own shares at the Company’s disposal.
In 2016, the RusHydro Group completed the consolidation of shares in RAO ES EAST, PJSC. During the acquisition of shares in RAO ES EAST, PJSC from minority shareholders, they were offered to exchange shares of RAO ES EAST, PJSC for shares in PJSC RusHydro. The number of shares of the Company owned by entities controlled by legal entities decreased as compared to December 31, 2015 by 2,934,258,766 shares.
23.06.2016 – Federal Property Management Agency and the Company controlled by the Company – Hydroinvest Joint Stock Company, Limited Liability Company “EZOP” and “Index of Energy – HydroOGK” LLC concluded a shareholder agreement.
30.12.2015 – The Company received a notice from “Gazprombank” (Joint Stock Company) (Moscow, INN 7744001497, OGRN 1027700167110) on the right to dispose of a certain number of votes of the Issuer. In accordance with this notice, the Issuer disclosed that on 24.12.2015 “Gazprombank” (Joint Stock Company) was entitled to dispose of 6.367 % of the votes attributable to the voting shares of the Company.
In accordance with the list of persons entitled to participate in the annual General Meeting of Shareholders, compiled on May 23, 2016, “Gazprombank” (Joint Stock Company) was a shareholder owning 6.367 % of the voting shares of the Company. On April 4, 2017 the share of “Gazprombank” (JSC) voting shares decreased to 4.96 %.
After the reporting date, on March 7, 2017, the Company, as part of the increase in the authorized capital, placed 40 billion shares in Bank VTB (PJSC), and the companies controlled by the Company sold 15 billion shares to VTB Bank (PJSC). Thus, VTB Bank (PJSC) became the second largest shareholder of the Company.
March 7, 2017 the Federal Property Management Agency and VTB Bank (PJSC) entered into a shareholder agreement.
Completion of PJSC RusHydro shares additional issue and sending a report on the results of the additional issue of the Company’s shares for state registration with the Central Bank of Russia is planned for May 2017.
The register of shareholders is maintained by the Registrar. In October 2016, following the results of an open tender for the provision of services to maintain the register of shareholders and related services to the Company, the Board of Directors decided to terminate the relationship with the registrar of the Company – Joint Stock Company “Registrar ROST” and approved by the Registrar Joint Stock Company VTB Registrar. The Joint-Stock Company VTB Registrar proceeded to management of the shareholders register since April 17, 2017.
Foto: The reservoir of the Zeya HPP.
Since 2008, RusHydro shares have been included in the quotation list of Tier 1 and traded on the MICEX Stock Exchange under the ticker symbol HYDR, and in March 2013, the Company’s shares were among the first on the Russian Stock Market, which were admitted to trading on the T+2 trading system with partial collateral and deferred trade execution.
The company’s shares are components of major stock market indices, as the Russian, such as MICEX, RTS, MICEX the Power, RTS-Utilities, MICEX BMI, an index of companies state-owned shares (SCI) MICEX), and international: MSCI Russia, FTSE All World Emerging Europe.
Trading results for the shares on the stock market
Dynamics of the company’s share price and trading volume
Dynamics of RusHydro’s share price compared to key indices for 2014-2016
For the period from 2014 to 2016 RusHydro’s share price grew by 63 %, the MICEX index grew by 48 %, MICEX Power sector indicator grew by 92 %.
In 2014, the MICEX index lost 7 % and the MICEX index of Electricity decreased by 23 %, RusHydro – 5 %. The main negative factors for the Russian market began a sharp decline in oil prices in the second half of the year and economic sanctions of Western countries against Russia. Leading compared with the MICEX index rate of decline in the industry indicator was due to the low investment attractiveness of the company sector with restrictive tariff policy, including zero tariff indexation in 2014.
Support for RusHydro shares, whose growth reached 31 % during the year, had a number of factors, including the liberalization of the market power of the Siberian hydropower plant, the positive results for the company COM-2015, electricity price growth in the second price zone in the second half.
In 2015, the MICEX index gained 26 % and the MICEX index Electric power – 18 %, RusHydro shares rose by 25 %. Support for the Russian market as a whole is improved attitude of global investors to assets in emerging markets against the background of conservation soft monetary policy leading central banks and expectations in the medium term, the recovery of the Russian economy.
An additional positive for RusHydro became the continuation of the liberalization of the Siberian hydroelectric power sales, outcomes CCA, electricity price growth in the second price area, the Company introduced new capacities, as well as actions to improve the Company’s financial profile RAO ES EAST.
In 2016, the MICEX index added 27 %, the MICEX index Electric power industry – 110 %, RusHydro shares increased by 36 %. Support for the Russian market as a whole was provided by the expectations of the recovery of the Russian economy and strengthening of the RUB rate in the second half of the year.
The growth of RusHydro’s shares was facilitated by high dividend payments, the completion of the liberalization of the sale of the capacity of Siberian hydroelectric power plants, as well as the strong operating results of the hydro-generating segment against the backdrop of rising water availability. In addition, the positive for the shares were measures to optimize operating and investment costs, making decisions on refinancing the debt of RAO ES EAST Holding by raising equity financing in the amount of 55 billion rubles from VTB Bank with the conclusion of a forward contract; consolidation RAO ES EAST block of shares due ti r each ownership to 100 %. An additional factor of growth was the Company’s implementation of large assets.
The Company’s market multipliers*
Capitalization, million RUB
Development stages of the DR program
Depository receipts programs
Results of depositary receipts trading on the LSE
As of 30.12.2016, 208,518,957 of level 1 ADRs and 78,273 GDR according to the Rule 144A for 20,859,723,000 ordinary shares were issued, which accounts for 5.4 % of the Company’s registered capital.
Dynamics and volume of trading ADR
The main purpose of the Company’s dividend policy is to ensure the RusHydro’s strategic development and increase shareholder wealthfare by establishing an optimal balance between dividend payments to shareholders and profit capitalization.
To ensure transparency on defining the size of dividends and their payment, RusHydro adopted a Provision on dividend policy. The Board of Directors draws up recommendations on the size of the dividend for approval by the General Meeting of shareholders, focusing on net income, determined in accordance with the consolidated financial statements of the Group for the RusHydro International Financial Reporting Standards and the Russian Accounting Standards, as well as the Company’s need to finance its investment program. The annual dividends distribution rate shall not be less than 5 % of the profit for the period determined in the consolidated financial statements under IFRS RusHydro Group.
It is important to say that according to the Development Strategy of the RusHydro Group for the period until 2020, with a perspective of up to 2025 – at least 50 % of the net profit shall be distributed as dividend. Thus the Company will aim to ensure a high dividend yield to its shareholders.
By decision of the Annual General Meeting of Shareholders of 27.06.2016, 15,011,046,132.02 rubles were transferred for distribution of share dividends in 2015 (50 % of RAS net income or 55.2 % of the profit RusHydro Group in accordance with IFRS), which is about 2.5 times more than according to the results of 2014. As for 31.12.2016 the payments were made in full to all persons registered in the register of shareholders, with the exception of 45,895,273.92 rubles, which have not been paid for reasons beyond the Company: the absence of registration or incorrect address and mailing address; incorrect bank details of recipients of income referred to in the application (statement), provided by the registrar, the method of payment – «bank transfer».
The company fulfilled its obligations to transfer dividends to the federal budget in full – amounting to 10,032,931,758.26 rubles. There are no dividends payable to the federal budget.
Dividend yield of
the company’s shares, %*
Share of net profit calculated
based on RAS, allocated to dividend payments
Amount allocated for
the dividend payment, billion RUB
Dividend history for the previous 5 years
As of December 31, 2016 there are nine issues of bonds of PJSC RusHydro with a total nominal volume of 75.0 billion rubles (with 60.25 billion rubles in circulation).
Main parameters of the bond issue
Credit Fitch Ratings on bonds of PJSC RusHydro