September 1, 2017. Moscow, Russia.
RusHydro Group (hereinafter referred to as the ‘Group’ or the
‘Company’, ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY)
announces that the Company's Board of Directors held a regular
meeting on August 30, 2017.
***
The Board of Directors reviewed the issue of
participation in a joint project with UC RUSAL of Taishet aluminium
smelter (TaAS) and approved preliminary results of structuring of
potential transaction. The Board of Directors determined a set of
pre-conditions for RusHydro Group’s involvement in the joint
venture (JV) that should guarantee stable financial position of the
Company.
In compliance with the decision adopted by the
Board of Directors of RusHydro in April 2017 on potential
implementation of TaAS project, management of the Company developed
terms ensuring positive economic effect for RusHydro from the
project. Reviewing the project, the management committed to the goal
of minimization of cash spending from the Company’s own funds and
accrual of debt from the project. As a result, the following list of
key terms have been approved:
Obtaining a formal confirmation from banks of
availability of project financing in the amount sufficient for
construction of the smelter to its project capacity. Project
financing must not contain a provision of PJSC RusHydro’s and/or
any of RusHydro’s subsidiaries’ suretyship.
Independent audit of the market value of 50%
ownership stake in TaAS, which must not exceed USD 388 mn.
Partial payment for ownership stake in TaAS
with a 42.75% stake in JSC Irkutsk Grid Company (JSC IESC) at its
book value (approx. USD 150 mn).
Payment for a residual share in the project
(no less than USD 150 mn) from the cash flow of the aluminium
smelter after the start of production (liability in the amount
equivalent to RusHydro’s deferred payment for a residual ownership
stake will be recorded on the balance sheet of the JV provided that
net asset value of the jointly controlled entity exceeds its
authorized share capital)
Confirmation of interest-free deferred
payment for a residual share in the project for a period of not less
than 3 years after the smelter reaches its project capacity.
UC Rusal will guarantee funding of additional
CAPEX in case construction cost exceeds initial amount agreed by
parties and confirmed by independent audit by more than 15%. UC
RUSAL will provide additional funding at own expense without
increasing its ownership in the project or raising debt to the JV.
full cancellation of PJSC RusHydro’s
suretyship in respect of 100% liabilities of PJSC Boguchanskaya HPP
under the Vnesheconombank loan, obtained for the joint project
between PJSC RusHydro and UC Rusal – Boguchansky energy and metals
complex (BEMO)[1].
Participation of RusHydro in the project does not
assume any preferential conditions for supply of electricity between
RusHydro’s hydropower plants and TaAS. The smelter will purchase
electricity at prevailing market prices.
Reviewing the TaAS, the Board of Directors took
notice of additional benefit of the project – expected substantial
increase in energy demand in Siberia due to emergence of a new large
energy consumer. This could have a positive effect on economic
performance of RusHydro’s generating facilities in the region.
The Board of Directors instructed RusHydro’s
Management Board to continue negotiations of optimal parameters of
the transaction based on approved mandatory conditions, to develop
draft legally-binding documents, obtain the auditor’s opinion on
implications of raising project financing for the JV for Group’s
financial position, present material conditions for RusHydro’s
participation in TaAS project within three months.
UC RUSAL started construction of TaAS in 2006, but
in 2009 the project was suspended. The project capacity of the
smelter is 428,000 tonnes of aluminium per year. The technology will
be based on RA-400 cells. Historical costs incurred by UC Rusal are
estimated at USD 776 mn. CAPEX required for project completion is
estimated at USD 700 mn.
***
The Board of Directors review the issue on the
progress of capital raising to repay debt of PJSC RAO ES East
subgroup and took notice of a positive financial effect from the
mechanism of refinancing. The Board instructed the management to
continue work aimed at completion of refinancing of RAO ES East debt
portfolio.
[1]
As of June 30, 2018, RusHydro’s suretyship in respect of 100%
liabilities of PJSC Boguchanskaya HPP amounts to RUB 26.3 bn.
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