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PJSC Nizhnekamskneftekhim in its corporate activity is guided by the Federal Law On Joint Stock Companies, the Charter of PJSC Nizhnekamskneftekhim, the Code of Corporate Governance recommended for use by the letter of the Central Bank of Russia dated 10.04.2014 № 06-52/2463and internal Regulations approved by Meetings of Shareholders or the Board of Directors of the Company (see Section “Charter and Internal Documents). The company adheres to the best international corporate governance practices that are appropriate for a company of its size and status.
Shares of PJSC Nizhnekamskneftekhim
The authorized capital of PJSC Nizhnekamskneftekhim is 1,830,239,750 rubles and is split into 1,830,239,750 shares with a par value of 1 ruble each, including: - 1,611,256,000 registered ordinary (voting) shares, state registration number 1-02-00096-A; - 218,983,750 registered preferred shares, state registration number 2-02-00096-A. All shares are placed, there are no incompletely paid shares outstanding. The authorized capital is fully paid. The Charter of PJSC Nizhnekamskneftekhim provides for 27,400,000,000 authorized ordinary shares and 218,983,750 authorized preferred shares with a par value of 1 ruble each, within which limits additional shares can be issued.
Current quotation of our shares can be viewed at the following addresses:
Historical Background of PJSC Nizhnekamskneftekhim’s Authorized Capital Formation
The Privatization Plan of the Industrial Association Nizhnekamskneftekhim was approved by Resolution of the RT State Property Committee of 08.11.1993 № 41 in accordance with the Minutes of Meeting of the Board of the RT State Property Committee of 20.07.1993 № 25. In accordance therewith, the Company was reorganized into an Open Joint Stock Company based on Option 1 Franchise Application. The Company’s authorized capital was established in the amount of 73,209,590 thou. rubles and split into 7,320,959 registered shares, including 875,935 preferred shares.
Since April 14, 1997, the Company's ordinary shares and since February 15, 2001, the Company’s preferred shares have been listed at the Non-Commercial Partnership Russian Trading System (RTS) Stock Exchange (since 01.01.2007 – at PJSC Russian Trading System Stock Exchange).
On December 28, 1998, the FCSM registered the decision on conversion of PJSC Nizhnekamskneftekhim’s shares with a par value of 10 rubles into shares with a par value of 1 ruble. On 19.04.1999, the report on the results of split of the Company’s par value was registered with the FCSM.
In 1998, an agreement was entered into with the international audit firm PricewaterhouseCoopers Audit. Since 1995, ZAO PricewaterhouseCoopers Audit has been involved in annual auditing of financial statements of PJSC Nizhnekamskneftekhim based on International Financial Reporting Standards (IFRS) since 1995, and based on Russian Accounting Standards (RAS) since 2008.
On September 19, 2001, the FCSM registered the decisions of issue of 1,546,805,760 ordinary shares and 210,224,400 preferred shares of PJSC Nizhnekamskneftekhim by means of additional capital. On 06.11.2001, the FCSM registered the reports on the results of such activities.
In 2003, the issues were merged, all ordinary shares were assigned the state registration number 1-02-00096-A of 15.08.2003, all preferred shares were assigned the state registration number 2-02-00096-A of 15.08.2003.
On October 11, 2007, the registered ordinary shares of PJSC Nizhnekamskneftekhim were listed (transferred) in the Level II Quotation Inventory "A" at PJSC Russian Trading System Stock Exchange, on March 6, 2008 – registered preferred shares of PJSC Nizhnekamskneftekhim.
On April 4, 2008, the registered ordinary and preferred shares of PJSC Nizhnekamskneftekhim were included in the Non-Listed Securities Inventory of ZAO FB MICEX.
On July 20, 2009, the registered ordinary shares of PJSC Nizhnekamskneftekhim were listed in the Level II Quotation Inventory "A" of ZAO FB MICEX and admitted for trading in the process of circulation via the listing procedure by means of incorporation in the Section "Level II Quotation Inventory "A" of the List of Securities admitted for trading at ZAO FB MICEX.
On July 20, 2009, based on the decision of the Directorate of ZAO FB MICEX, the registered preferred shares of PJSC Nizhnekamskneftekhim were listed in the Quotation Inventory "B" of ZAO FB MICEX and admitted for trading in the process of circulation with the listing procedure by means of incorporation in the Section "Quotation Inventory "B" of the List of Securities admitted for trading at ZAO FB MICEX.
On March 29, 2010, the decision was taken to transfer the Quotation List "B" of ZAO ZAO FB MICEX to the Level II Quotation List "A" of the registered preferred shares of PJSC Nizhnekamskneftekhim.
On June 9, 2014 ordinary and preferred shares of PJSC Nizhnekamskneftekhim were included in the Level 1 MICEX quotation list.
On December 30, 2016 ordinary and preferred shares of PJSC Nizhnekamskneftekhim were moved to Level 3 of the MOEX securities list.
Preferred shares of PJSC Nizhnekamskneftekhim are also a part of the MICEX Chemicals Index (MICEX CHM).
Dynamics of Dividend Payments on PJSC Nizhnekamskneftekhim’s Shares
(in % versus share par value)
|Type of security||1994||1995||1996||1997||1998||1999||2000|
|Registered ordinary shares||55,0||60,0||-||40,0||55,0||50,0||150,0|
|Registered preferred shares||55,0||60,0||150,0||150,0||55,0||150,0||150,0|
|Type of security||2001||2002||2003||2004||2005||2006||2007|
|Registered ordinary shares||5,4*||5,4*||6,2*||18,55*||17,65*||54,48*||67,15*|
|Registered preferred shares||6,0*||6,0*||6,2*||18,55*||17,65*||54,48*||67,15*|
|Type of security||2008||2009||2010||2011||2012||2013||2014|
|Registered ordinary shares||30,98*||7,0*||117,6*||236,0*||278,0*||100,0*||152,0*|
Registered preferred shares
|Type of security||2015|
|Registered ordinary shares||434,0*|
Registered preferred shares
* - количество акций ОАО «Нижнекамскнефтехим» в 2001 г . увеличилось в 25 раз
Bond Issues of PJSC Nizhnekamskneftekhim
In November 2001, the Company placed the first bond issue of 300 million rubles repaid in November 2002. The issue arranger was Bank Zenit. Lead managers were MFK Bank and Troika Dialog.Over the period of circulation, 2 semiannual coupons were paid out at the rate of 20.5% and 20%.
On 24.05.2002, PJSC Nizhnekamskneftekhim placed the second bond issue of 1,500 million rubles repaid on 24.05.2005. The issue arranger was Bank Zenit. Co-organizers were Troika Dialog, MDM Bank and Raiffeisenbank Austria. Over the period of circulation, 6 semiannual coupons were paid out: first two coupons – at the rate of 20% per annum; the subsequent coupons – at the rate of 19 %, 18 %, 17 %, 16%.
On 02.09.2003, PJSC Nizhnekamskneftekhim placed the third bond issue of 2,000 million rubles with the repayment period of 4 years and quarterly coupon payments. The issue arrangers: MDM-Bank, Bank Zenit. The Financial Advisor - FB Troika Dialog. Over the circulation period 16 coupon payments (quarterly) have been effected: the first four coupons – at the rate of 10.5% per annum; the subsequent four coupons - 9.5%, and the last eight coupons - 8% per annum. On 02.03.2006, 01.09.2006, and 02.03.2007, repayments were made at the rate of 25% of the issue par value. On 01.09.2007, the third bond issue was finally repaid.
On 04.04.2005, PJSC Nizhnekamskneftekhim placed the fourth bond issue of 1,500 million rubles with the repayment period of 7 years and semi-annual coupon payments at the rate of 9.99%. The issue arrangers: MDM-Bank, IK Troika Dialog. On April 2, 2009, the Company has successfully executed an offer resulting in redemption of bonds for the amount of 1,499,991 thousand rubles. On March 26, 2012, the fourth issue was finally repaid.
On 22.12.2005, Eurobond issue was placed by PJSC Nizhnekamskneftekhim that amounted to USD200 million (NKNK-2015), the interest rate was 8.5% per annum over the total circulation period with semi-annual yield payment. Eurobond circulation period till final repayment is 10 years. NKNK-2015 Eurobonds were listed and are traded at the Irish Stock Exchange (Dublin). The Issuer of Eurobonds was SPV NKNK Finance plc (Ireland). The amount of NKNK-2015 Eurobonds in circulation with due account for voluntary exchange, at the initiative of PJSC Nizhnekamskneftekhim, of part of Eurobonds for NKNK-2012 securities amounted to USD31.006 million.
On November 3, 2009, PJSC Nizhnekamskneftekhim exchanged a part of NKNK-2015 Eurobonds for new NKNK-2012 Eurobonds to be repaid in 2012 with the coupon rate of 12% per annum. The principal debt amount under NKNK-2012 Eurobonds was annually repaid in three steps with equal instalments of 33 million 798 thousand US Dollars together with Eurobond yield payment starting from April 20, 2011, and up to April 20, 2012.
During the term of the Company’s activity, it has never had any default events, duly paid out coupon yields and the amount of the principal debt under all obligations.
On 20.12.2018, PJSC Nizhnekamskneftekhim placed its’ exchange-traded bond issue reg. num. 4B02-01-00096-A-001P of 15 billion rubles with the repayment period of 10 years and a put-option in 7 years. Coupon payments are semi-annual, coupon is fixed at 9.75%. The issue took place in the frame of a termless exchange-traded bonds Program registered by the Moscow Stock Exchange on November 20, 2018. Total volume of the Program is 40 billion rubles. Raiffeisenbank and ALFA-BANK were the issue arrangers with Avers Bank acting as a co-arranger.