2.6. The company on the securities market
2.6.1. INVESTOR RELATIONS
RusHydro actively develops its relations with the market participants and improves Company’s transparency. Disclosure is made in compliance with the requirements of the Russian legislation, Russian and foreign regulators of the securities markets, Company’s internal regulations and rules of the stock exchanges on which the securities are traded.
The website provide information on the activities of PJSC RusHydro (the Board of Directors decisions, information about the upcoming and past meetings of shareholders, financial statements, news of the Company, its subsidiaries and affiliates, etc.).
In 2015, the Company’s representatives of participated in the largest international investor conferences, including conferences arranged by Bank of America Merrill Lynch, Deutsche Bank, Raiffeisen Bank, Sberbank, and also in the VTB Capital Investment Forum “Russia Calling!”, and held a number of meetings with representatives of the Russian and foreign investment funds. Also, in April 2015, RusHydro held the Investor Day, a meeting of analysts and investors with the Company’s management.
The Company regularly holds conference calls for analysts, investors and rating agencies on the financial results. A schedule of key Investor Relations events – IR Calendar is published on the Company’s website.
Shareholders can get the answers to their queries related to exercise of their rights by calling the hotline arranged by registrar of the Company JSC “ROST Registrar” or sending a request via e-mail. Depositary receipt holders may contact the depositary bank The Bank of New York Mellon, or PJSC RusHydro on all issues.
Offer to buy back shares of PJSC RAO Energy Systems of the East.
11.03.2015 in accordance with the decision of the Board of Directors, the Group’s subsidiary Vostok-Finance LLC has announced a voluntary offer to purchase shares of PJSC RAO Energy Systems of the East. As part of the offer the shareholders of PJSC RAO Energy Systems of the East may submit an application for sale of their ordinary and preference shares of PJSC RAO Energy Systems of the East or their exchange for ordinary shares in the Company. As of 31.12.2015 the obligation to offer to purchase the shares was reflected in the amount of 2,108 million rubles.
2.6.2. Authorized share capital
Authorized share capital of PJSC RusHydro as of December 31, 2015
|Nominal value, rubles||Number of ordinary shares||Nominal value of 1 share||Number of authorized ordinary shares||State registration number of the issue|
List of shareholders owning more than 2% shares (as of December 31, 2015)
|Shareholder name||Type of registered entity||Number shares||Percentage of share capital|
|The Russian Federation represented by the Federal Agency for State Property Managementпо управлению государственным имуществом||Holder||258,161,535,606||66.8370|
|Non-bank credit organisation CJSC National Settlement Depositoryзакрытое акционерное общество «Национальный расчетный депозитарий»||Nominee holder||112,576,506,772||29.1456|
|Limited liability company Depository and Corporate Technologies«Депозитарные и корпоративные технологии»||Nominee holder||8,325,499,208||2.1554|
Source: JSC Registrator R.O.S.T.
The Company’s shareholders are more than 340 thousand domestic and foreign investors. The government holds a controlling stake. There were no significant changes in the structure of owners and holders of share capital during 2015.
As of 31.12.2015, the Group’s had 21,786,611,933 available shares of RusHydro. The Company doesn’t own its shares.
The Company did not place shares in 2015.
The total number of persons entitled to attend the general meeting of shareholders of the issuer, persons
|Q4 2014||Q1 2015||Q2 2015||Q3 2015||Q4 2015|
Source: Quarterly Report
2.6.3. Stock trading on the Russian market
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 admitted to trading in the T+2 trading system with partial collateral and deferred trade execution.
The company’s shares are components of major stock market indices both 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.
2015 Share performance and trade volume dynamics
Trading results for the shares on the stock market
|Trading sectors||Т+2||Т+Shares and DRs||Т+Shares and DRs|
|The highest transaction price||0.7920||0.755||0.679|
|The lowest transaction price||0.4537||0.441||0.4955|
|The lowest transaction price||0.5675||0.5415||0.6790|
|Trading volume||181 billion||130 billion||116 billion|
2013-2015 The dynamics of quotations of shares RusHydro compared with the key indices
For the period from 2013 to 2015 the price of RusHydro’s shares declined by 7% and the MICEX index rose by 19%, industry MICEX Power index lost 45%.
Key factors influencing the dynamics of quotations of shares of RusHydro in the reporting year:
- The problems of the Russian economy, the weakening of the RUBle, growth of inflation;
- Changing attitudes of global investors to the emerging markets;
- Actions of the Russian Government to limit the electricity prices growth;
- The competitive capacity auctions (KOM) results of the dynamics of electricity prices on the spot market;
- Commissioning of new facilities, including under power delivery contracts;
- Liberalisation of hydro capacity market of Siberia;
- Development of plans aimed at solving the problems of financial stability of PJSC RAO Energy Systems of the East.
In 2013, the MICEX index dynamics was flat, gaining 2% against the background of a slowdown in the Russian economy, as well as affected by outflow of foreign investors from emerging markets. The MICEX PWR index fell by 40% under pressure from the Russian government decisions relating to the limitation of the rate of growth in electricity prices.
The shares of RusHydro, which was decreasing in the first half of the year along with the sector, in the second half of the year performed better than the index due to support from strong operating and financial results for the year decreased by 23%.
During 2014, the MICEX index lost 7% and the MICEX PWR index decreased by 23%, while RusHydro lost only 5%. The main negative factors affecting the Russian market were sharp decline in oil prices in the second half of the year and economic sanctions of Western countries.
The utility index performed worse than MICEX due to loss of investment attractiveness of the sector on the background 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 capacity market for the Siberian hydropower generation, positive results for the company capacity auctions, electricity price growth in the second price zone in the second half of the year.
In 2015, the MICEX index gained 26% and the MICEX PWR- 18%, RusHydro shares rose by 25%. Support for the Russian market as a whole came from improved attitude of global investors to emerging markets against the background of continued soft monetary policy by leading central banks and expectations in the medium term, as well the recovery of the Russian economy.
An additional positive for RusHydro became the continuation of the liberalization of the Siberian hydroelectric power sales, positive outcome of capacity auctions, electricity price growth in the second price zone, commissioning of new capacity, as well as steps undertaken by the Company aimed at improvement of financial profile of PJSC RAO ES of the East.
The Company’s market multipliers*
2.6.4. Company securities on the international securities markets
As of December 31, 2015, RusHydro had 224,417,076 depositary receipts equivalent to 22,441,707,600 ordinary shares, comprising 5.8% of the outstanding shares of the Company.
Development stages of the dr programme
Depository receipts programmes
|Type of programme||Programme launch date||Depository bank||Ratio||Ticker symbol||CUSIP number||Maximum volume of the programme, sharesпрограммы, ед.||Stock Exchange|
|Rule 144A GDR||17.06.2008||The Bank of New York Mellon||1 GDR = 100 ordinary shares||HYDR||782183503||832,131,000||London Stock Exchange (Main Market – IOB)|
|ADR level 1||07.08.2009||The Bank of New York Mellon||1 ADR = 100 ordinary shares||HYDR||782183404||OTCQX|
Results of depositary receipts trading on the LSE
|The highest transaction price||2.610||2.151||1.305|
|The lowest transaction price||1.366||0.736||0.697|
|Year-end transaction price||1.726||0.932||0.956|
|Trading volume||473 mn||293 mn||182 mn|
2014 ADR performance and trading volume, LSE (IOB), 2015
An analysis of the Company’s structure of holders of depositary receipts for the past three years shows a significant proportion of investors who hold investment strategy Value (value) and Growth (growth). In 2015, the number of investors with an active strategy of Growth at Reasonable Price (GARP), also growth in the number of investors with a strategy (Index) has increased significantly.
An analysis of the geographical structure of depositary receipts holders demonstrates that the main holders are investors from the United States and the United Kingdom, and during 2015, the number of investors from German increased.
2013-2015 distribution of dr holders by investment strategy
Source: Depositary Bank: The Bank of New York Mellon.
2013–2015 geographic distribution of dr holders
Source: Depositary Bank: The Bank of New York Mellon.
2.6.5. Dividend policy
The Company’s dividend is aimed at strategic development of RusHydro as well as shareholder value creation through achievement an optimal balance between dividend payouts and capitalisation of the Company’s profits.
To ensure transparency in determining the amount of dividend payments, RusHydro adopted a Provision on dividend policy. The Board of Directors prepares 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 RusHydro International Financial Reporting Standards and Russian Accounting Standards, as well as the Company’s need to finance its investment programme.
The amount of annual dividends must not be less than 5% of the Company’s consolidated net profit under IFRS.
220.127.116.11. Payment of declared (accrued) dividends on the company’s shares for 2014
According to the decision of the Annual General Meeting of Shareholders held on June 26, 2015, RUB 6,032,750 were paid as dividends for 2014 (about 20% of the Company’s net profit under RAS or 25% of consolidated net profit of RusHydro Group in under IFRS), which is about 15% higher than the amount paid for 2013.
Payments were made in full to all registered shareholders, except for RUB 22,298,396.28, which were not paid for the reasons that may not be controlled by 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 on dividend payment to the federal budget, the amount paid was RUB 4,032,108,851.94.
There was no arrearage in dividends payable to the federal budget by the Company.
of the company’s shares, %
Share of net profit calculated based on RAS,
allocated to dividend payments, %
Amount allocated for the dividend payment,
|Reporting period, subject to the dividend payment||Total amount of declared (accrued) dividends, RUB thousand||Declared dividends per share, RUB|
As of December 31, 2015, RusHydro had eight outstanding bond issues with a total par value of 60 billion rubles. In the end of 2015, the Company fully repaid its Eurobond issue in total amount of RUB 20 bn.
Main parameters of the bond issue
|General parameters||Bonds of series 09||Exchange-traded bonds of BO-P01, P02-BO, BO-P03||Bonds of series 01 and 02||Bonds of series 01 and 02|
|Type of bond||Documentary non-convertible interest-bearing bearer bonds with mandatory centralized custody||State registration number||4-09-55038-E||4В02-01-55038-E-001Р|
|Par value||1 000 rubles||Registration date||27.12.2012||03.07.2015||23.09.2010||27.12.2012|
|Nominal amount of issue||Series 09 - 10 billion rubles;|
Series BO-P01, P02-BO, BO-P03 – 5 bn. RUB Each
Series 01 - 10 billion rubles;
Series 02 - 5 billion rubles;
Series 07 - 10 billion rubles;
Series 08 - 10 billion rubles;
|Placement price||100 %||Coupon rate||1-5 coupons – |
6-20 coupons – determined by the Issuer
|1-6 coupons – |
|1-10 coupons – |
11-20 coupons – the rate set by the issuer
|1-10 coupons – |
11-20 coupons – the rate set by the issuer
|Placement method||Public offering, bookbuilding||Yield at pricing||13.16 %||12.20 %||8,16 %||8,68 %|
|Coupon payment||On a semiannual basis||Yield at last transaction price, as of 30.12.2015, %||Series 09 - 11.44 %||Series BO-P01- 12.2 %|
Series BO-P02 - 12.2 %
Series BO-P03 – 12.2 %
|Series 01 – 10.36 %|
Series 02 - 16.47 %
|Series 07 - 13.31 % |
Series 08 - 10.69 %
Credit ratings Fitch Ratings on bonds of PJSC RusHydro
|Date of assignment (confirmation)||Credit rating|
|21.01.2015||Fitch Ratings affirms the senior unsecured rating for RUBle bonds of PJSC RusHydro (Series 07 and 08) at the level of "BB +".|
|30.04.2015||Fitch Ratings assigns RUBle bonds of PJSC RusHydro (series 09) senior unsecured rating at "BB +" level.|
|09.07.2015||Fitch Ratings assigns RUBle bonds of PJSC RusHydro (exchange-traded bonds of BO-P01, P02-BW and BO-P03) senior unsecured rating at "BB +".|