Ministry of Environment
Ministry of Environment
News Article | May 12, 2017
HONG KONG, CHINA--(Marketwired - May 12, 2017) - SouthGobi Resources Ltd. (TSX:SGQ)(HKSE:1878) (the "Company" or "SouthGobi") today announces its financial and operating results for the three months ended March 31, 2017. All figures are in U.S. dollars ("USD") unless otherwise stated. The Company's significant events and highlights for the three months ended March 31, 2017 and the subsequent period to May 12, 2017 are as follows: As at March 31, 2017, the Company had a lost time injury frequency rate of 0.02 per 200,000 man hours based on a rolling 12 month average. As a result of improved market conditions and prices for coal in China, the Company's operational results for the quarter improved with an increase in the average selling price of coal as well as the volume of coal sales, as compared to the first quarter of 2016. The Company sold 1.11 million tonnes of coal product during the first quarter of 2017 as compared to 0.88 million tonnes for the first quarter of 2016. The average realized selling price increased from $16.11 per tonne for the first quarter of 2016 to $24.52 per tonne for the first quarter of 2017, which was mainly a result of improved market conditions as well as improved product mix. The product mix for the first quarter of 2017 consisted of approximately 17% of Premium semi-soft coking coal, 58% of Standard semi-soft coking coal and 25% of thermal coal compared to approximately 7% of Premium semi-soft coking coal, 66% of Standard semi-soft coking coal and 27% of thermal coal for the first quarter of 2016. The Company also improved the pacing of production to meet demand, such that production was 1.51 million tonnes for the first quarter of 2017 as compared to 0.37 million tonnes for the first quarter of 2016. The Company's unit cost of sales of product sold decreased to $21.40 per tonne in the first quarter of 2017 from $21.62 per tonne in the first quarter of 2016. The decrease was mainly driven by increased sales and the related economies of scale. The Company recorded a gross profit of $1.5 million during the quarter compared to a gross loss of $6.4 million in the first quarter of 2016. The Company recorded a $4.1 million loss from operations in the first quarter of 2017 compared to a $9.8 million loss from operations in the first quarter of 2016. The operations for the three months ended March 31, 2017 were positively impacted by improved market conditions resulting in higher sales volumes and a better sales mix of the Company's products as well as the improved coal prices in China. The Company earned revenue of $25.3 million in the first quarter of 2017 compared to $12.7 million in the first quarter of 2016. The Company's revenue is presented after deduction of royalties and selling fees. The Company's effective royalty rate for the first quarter of 2017, based on the Company's average realized selling price of $24.52 per tonne, was 5.9% or $1.44 per tonne compared to 7.1% or $1.14 per tonne based on the average realized selling price of $16.11 per tonne in 2016. The royalty regime in Mongolia is evolving and has been subject to change since 2012. On January 1, 2015, the "flexible tariff" royalty regime ended and royalty payments reverted to the previous regime which is based on a set reference price per tonne published monthly by the Government of Mongolia. The Company and other Mongolian coal producers are actively engaging the Mongolian authorities to seek the continuation of the "flexible tariff" regime. On February 1, 2016, the Government of Mongolia issued a resolution in connection with the royalty regime. From February 1, 2016 onwards, royalties are to be calculated based on the actual contract price in which transportation cost to the Mongolia border should have been included. If such transportation cost was not included in the contract, the relevant transportation costs, custom documentation fees, insurance and loading cost should be estimated for the calculation of royalties. In the event that the calculated sales price as described above differs from the contract sales price of other entities in Mongolia (same quality of coal and same border crossing) by more than 10%, the calculated sales price will be deemed to be "non-market" under Mongolian tax law and the royalty will then be calculated based on a reference price as determined by the Government of Mongolia. Cost of sales was $23.8 million in the first quarter of 2017 compared to $19.1 million in the first quarter of 2016. Cost of sales comprises operating expenses, share-based compensation expense, equipment depreciation, depletion of mineral properties, coal stockpile inventory impairments and idled mine asset costs. Operating expenses in cost of sales reflect the total cash costs of product sold (a non -IFRS financial measure, see section "Non-IFRS Financial Measures" of this announcement for further analysis) during the period. Operating expenses in cost of sales were $10.7 million in the first quarter of 2017 compared to $8.0 million in the first quarter of 2016. The increase in operating expenses is primarily related to the increase in sales volume from 0.88 million tonnes in the first quarter of 2016 to 1.11 million tonnes in the first quarter of 2017. Cost of sales in the first quarter of 2017 and 2016 included coal stockpile impairments of $2.3 million and $2.2 million, respectively, to reduce the carrying value of the Company's coal stockpiles to their net realizable value. The coal stockpile impairments recorded in both the first quarter of 2017 and 2016 primarily related to the Company's higher-ash products. Cost of sales related to idled mine asset costs primarily consisted of period costs, which were expensed as incurred and included mainly depreciation expense. Cost of sales related to idled mine assets in the first quarter of 2017 included $3.2 million of depreciation expenses for idled equipment compared to $5.3 million in the first quarter of 2016. The decrease is due to more of our mining fleet being engaged in active mining operations. Other operating expenses were $3.2 million in the first quarter of 2017 compared to $1.7 million in the first quarter of 2016 as follows: Mining services at the Tavan Tolgoi deposit were provided by the Company to Erdenes in connection with settlement of the Tax Penalty at a net cost of $2.4 million in the first quarter of 2017 (Direct mining costs and depreciation totaling $8.0 million, net of service revenue of $5.6 million) (see section "Regulatory Issues and Contingencies" of this announcement under the heading entitled "Governmental and Regulatory Investigations" for more details), with no similar amount incurred in the first quarter of 2016. For the three months ended March 31, 2016, the Company made a provision for doubtful trade and other receivables of $1.9 million (2017: nil) for certain long aged receivables. Administration expenses were $2.4 million in the first quarter of 2017 compared to $1.6 million in the first quarter of 2016 as follows: The increase in salaries and benefits was mainly due to the operations of the new subsidiary in China, which was incorporated in June 2016 to expand the sales channels of coal in China. Evaluation and exploration expenses were negligible in the first quarter of 2017 and the first quarter of 2016. The Company continued to minimize evaluation and exploration expenditures in the first quarter of 2017 in order to preserve the Company's financial resources. Evaluation and exploration activities and expenditures in the first quarter of 2017 were limited to ensuring that the Company met the Mongolian Minerals Law requirements in respect of its mining licenses. Finance costs were $5.7 million and $5.5 million respectively in the first quarter of 2017 and the first quarter of 2016. Finance costs primarily consisted of interest expense in respect of the $250.0 million China Investment Corporation ("CIC") convertible debenture ("CIC Convertible Debenture") ($5.3 million for the first quarter of 2017 and $5.2 million for the first quarter of 2016). Summary of Quarterly Financial Results The Company's consolidated financial statements are reported under IFRS issued by the International Accounting Standards Board ("IASB"). The following table provides highlights from the Company's consolidated financial statements of quarterly results for the past eight quarters. The Company has in place a planning, budgeting and forecasting process to help determine the funds required to support the Company's normal operations on an ongoing basis and its expansionary plans. On May 25, 2014, the Company announced it obtained the TRQ Loan in the form of a $10 million revolving credit facility to meet its short term working capital requirements. The terms and conditions of this facility were filed under the Company's profile on SEDAR at www.sedar.com on June 2, 2014. The key commercial terms of the facility were: an original maturity date of August 30, 2014 (subsequently extended as described below); an interest rate of one month US dollar LIBOR Rate in effect plus 11% per annum; a commitment fee of 35% of interest rate payable quarterly in arrears on undrawn principal amount of facility and a front end fee of $0.1 million. During 2014 to 2016, the due date of the TRQ Loan, was extended several times and the maximum amount of the facility was reduced to $3.8 million. On May 16, 2016, the Company and Turquoise Hill entered into the May 2016 Deferral Agreement, whereby Turquoise Hill agreed to a limited deferral of repayment of all remaining amounts and obligations owing under the TRQ Loan to December 29, 2017 in accordance with the schedule of repayment set out below: Unless otherwise agreed by Turquoise Hill, under certain circumstances, including the non-payment of interest amounts as the same become due, amounts outstanding under the TRQ Loan may be accelerated. Bankruptcy and insolvency events with respect to the Company or its material subsidiaries will result in an automatic acceleration of the indebtedness under the TRQ Loan. Subject to notice and cure periods, certain events of default under the TRQ Loan will result in acceleration of the indebtedness under such loan at the option of Turquoise Hill. At March 31, 2017, the outstanding principal and accrued interest under this facility amounted to $1.8 million and $0.7 million, respectively (at December 31, 2016, the outstanding principal and accrued interest under the facility amounted to $2.2 million and $0.7 million, respectively). To date, the Company has made all payments due under the May 2016 Deferral Letter Agreement. On October 27, 2015, the Company executed a $10 million bridge loan agreement with an independent Asian based private equity fund. The interest rate is 8% per annum with interest payable upon the repayment of loan principal. The Company repaid the first tranche of the short-term bridge loan with interest of $5.0 million up to August 11, 2016. During June and July 2016, the Company drew the second tranche of $5.0 million, of which $1.5 million was to mature in March and $3.5 million was to mature in April 2017. In December 2016, $1.5 million was repaid for the short-term bridge loan and a further $1.8 million and $1.6 million was subsequently repaid in January 2017 and March 2017, respectively and the loan principal was fully settled. As at March 31, 2017, the outstanding balance for the short-term bridge loan was nil (December 31, 2016: $3.3 million) and the Company owed accrued interest of $0.1 million (December 31, 2016: $0.1 million). The outstanding interest was subsequently settled in April 2017. A loan arrangement fee of 5% of the loan principal drawn was charged, totaling $0.3 million for the loans drawn during June and July 2016 and amortized throughout the loan term. For the three months ended March 31, 2017, $0.1 million of loan arrangement fee was amortized (2016: nil). On May 6, 2016, SGS obtained a bank loan (the "Bank Loan") in the principal amount of $2.0 million from a Mongolian Bank. The principal terms of the Bank Loan include, among other things, an interest rate of 15.8% per annum, a maturity date of May 6, 2017 and SGS being required to pledge certain of its mobile equipment in favour of the bank as collateral for the Bank Loan. As at March 31, 2017, the outstanding principal and accrued interested under the Bank Loan amounted to $2.0 million. As of May 12, 2017, the outstanding balance of the Bank Loan remained unpaid and the Company is currently in discussions with the bank to extend the original maturity date of the Bank Loan by a further 12 months and to increase the principal amount up to $2.3 million. There can be no assurance, however, that any such an extension can be successfully negotiated by the Company either at all or on favorable terms. The Company's condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue operating until at least March 31, 2018 and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. However, in order to continue as a going concern, the Company must generate sufficient operating cash flows, secure additional capital or otherwise pursue a strategic restructuring, refinancing or other transactions to provide it with additional liquidity. Several adverse conditions and material uncertainties cast significant doubt upon the going concern assumption. The Company had a working capital deficiency (excess current liabilities over current assets) of $54.3 million as at March 31, 2017 compared to $59.4 million of working capital deficiency as at December 31, 2016. Included in the working capital deficiency as at March 31, 2017 are significant obligations, which come due in the short-term, including the agreement to pay $14.3 million to CIC on May 19, 2017, pursuant to the interest deferral agreement (refer to "CIC Convertible Debenture" below). Although the Company has been in discussions with CIC for a further deferral, there can be no assurance that a favorable outcome can be reached. Further, the trade and other payables of the Company have continued to accumulate due to liquidity constraints. The aging profile of trade and other payables has worsened as compared to December 31, 2016, as follows: The Company may not be able to settle all trade and other payables on a timely basis, while continuing postponement in settling the trade payables may impact the mining operations of the Company and result in potential lawsuits and/or bankruptcy proceedings being filed against the Company. No such lawsuits or proceedings are pending as at May 12, 2017. The Company also has other current liabilities, which require settlement in the short-term, including: the remaining cash payments of $3.0 million due in connection with the Tax Penalty owing to the Government of Mongolia; the MTLLC settlement in the amount of $8.0 million, which is included in trade and other payables, due between March and June 2017; the $2.4 million balance of the TRQ Loan payable in monthly payments with the balance due in December 2017; and the Bank Loan of $2.0 million due in May 2017. The Company is also party to a commercial arbitration in Hong Kong with First Concept Logistics Limited ("First Concept"), involving an $11.5 million amount received by the Company as a coal supply contract prepayment, whereby First Concept is seeking to recover its deposit rather than completing the contracted coal purchases. Should the Company be unsuccessful in arbitration, the Company may be compelled to repay the $11.5 million deposit sought by First Concept, which would negatively impact the liquidity of the Company. The Company has initiated a plan to change the existing product mix to higher value and higher margin outputs by washing certain grades of coal commencing in the second half of 2017 in order to produce more premium semi-soft coking coal and to initiate more processing of the lower grades of coal in order to reduce the ash content and improve the selling price and margins on its thermal coal product. The Company has also completed a new mine plan, which incorporates the coal washing and processing systems and contemplates significantly higher volumes of production in order to complement the Company's new product mix and sales volume targets. Such plans will involve the need for a significant level of stripping activities over the next two years and require certain capital expenditures to achieve the designed production outputs. Such expenditures and other working capital requirements will require the Company to seek additional financing in the form of finance leases, debt or equity. The Company has entered into an agreement for a finance lease on the new wash plant facility but will need financing to complete the thermal coal processing facilities. There is no guarantee that the Company will be able to successfully execute the measures mentioned above and secure other sources of financing. If it fails to do so, or is unable to secure additional capital or otherwise restructure or refinance its business in order to address its cash requirements through March 31, 2018, then the Company is unlikely to have sufficient capital resources or cash flows from mining operations in order to satisfy its current ongoing obligations and future contractual commitments. This could result in adjustments to the amounts and classifications of assets and liabilities in the Company's condensed consolidated financial statements and such adjustments could be material. Unless the Company acquires additional sources of financing and/or funding in the short term, the ability of the Company to continue as a going concern is threatened. If the Company is unable to continue as a going concern, it may be forced to seek relief under applicable bankruptcy and insolvency legislation. Continuing delay in securing additional financing could ultimately result in an event of default of the CIC Convertible Debenture, the TRQ Loan and the Bank Loan, which if not cured within applicable cure periods in accordance with the terms of respective instruments, may result in the principal amounts owing and all accrued and unpaid interest becoming immediately due and payable upon notice to the Company by CIC, Turquoise Hill and the lender of the Bank Loan, respectively. Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, Chinese economic growth, market prices of coal, production levels, operating cash costs, capital costs, exchange rates of currencies of countries where the Company operates and exploration and discretionary expenditures. As at March 31, 2017, the Company's gearing ratio was 0.38 (December 31, 2016: 0.37), which was calculated based on the Company's long term liabilities to total assets. As at March 31, 2017 and December 31, 2016, the Company is not subject to any externally imposed capital requirements. As at May 12, 2017, the Company had $1.2 million of cash. In November 2009, the Company entered into a financing agreement with a wholly owned subsidiary of CIC for $500 million in the form of a secured, convertible debenture bearing interest at 8.0% (6.4% payable semi-annually in cash and 1.6% payable annually in the Company's shares) with a maximum term of 30 years. The CIC Convertible Debenture is secured by a first ranking charge over the Company's assets and certain subsidiaries. The financing was used primarily to support the accelerated investment program in Mongolia and for working capital, repayment of debt, general and administrative expenses and other general corporate purposes. On March 29, 2010, the Company exercised its right to call for the conversion of up to $250.0 million of the CIC Convertible Debenture into approximately 21.5 million shares at a conversion price of $11.64 (CAD$11.88). As at March 31, 2017, CIC owned, through its indirect wholly-owned subsidiary, approximately 23.8% of the issued and outstanding common shares of the Company. On December 29, 2016, the Company executed the December 2016 Deferral Agreement with CIC for a revised repayment schedule on the $20.7 million of cash interest and associated costs originally due on December 19, 2016 ("December 2016 Deferral Amounts"). The key repayment terms of the December 2016 Deferral Agreement are: (i) the Company is required to repay $6.8 million of the cash interest and associated deferral fee costs in five monthly amounts during the period from December 2016 to April 2017; and (ii) the Company is required to repay $14.3 million of cash interest and associated costs on May 19, 2017. At any time before the December 2016 Deferral Amounts are fully repaid, the Company is required to consult with and obtain written consent from CIC prior to effecting a replacement or termination of either or both of its Chief Executive Officer and its Chief Financial Officer, otherwise this will constitute an event of default under the CIC Convertible Debenture, but CIC shall not withhold its consent if the board of directors proposes to replace either or both such officers with nominees selected by the Board, provided that the directors acted honestly and in good faith with a view to the best interests of the Company in the selection of the applicable replacements. To date, the Company has made all payments due under the December 2016 Deferral Agreement. Under certain conditions, including the non-payment of interest amounts as the same become due, amounts outstanding under the CIC Convertible Debenture may be accelerated. Bankruptcy and insolvency events with respect to the Company or its material subsidiaries will result in an automatic acceleration of the indebtedness under the CIC Convertible Debenture. Subject to notice and cure periods, certain events of default under the CIC Convertible Debenture will result in acceleration of the indebtedness under such debenture at the option of CIC. Such other events of default include, but are not limited to, non-payment, breach of warranty, non-performance of obligations under the CIC Convertible Debenture, default on other indebtedness and certain adverse judgments. The Company determined that an indicator of impairment existed for its Ovoot Tolgoi Mine cash generating unit as at March 31, 2017. The impairment indicator was the uncertainty of future coal prices in China. Therefore, the Company conducted an impairment test whereby the carrying value of the Company's Ovoot Tolgoi Mine cash generating unit was compared to its "fair value less costs of disposal" ("FVLCTD") using a discounted future cash flow valuation model. The Company's cash flow valuation model takes into consideration the latest available information to the Company, including but not limited to, sales price, sales volumes and washing assumptions, operating cost and life of mine coal production assumptions as at March 31, 2017. The Company's Ovoot Tolgoi Mine cash generating unit carrying value was $143.4 million as at March 31, 2017. Key estimates and assumptions incorporated in the valuation model included the following: The impairment analysis did not result in the identification of an impairment loss or an impairment reversal and no charge or reversal was required as at March 31, 2017. The Company believes that the estimates and assumptions incorporated in the impairment analysis are reasonable; however, the estimates and assumptions are subject to significant uncertainties and judgments. The Company is engaged in a comprehensive review of the Ovoot Tolgoi mine plan's design parameters, mine design and project development schedule in order to reflect an updated production plan and current market conditions. The objective of this exercise is to optimize the Company's mine plan having regard to the change in circumstances since the 2012 preliminary feasibility study was prepared. Factors such as the decline in coal prices in China, decreased mining quantities resulting from smaller pit dimensions as a result of changed mining parameters and coal prices and the exclusion of coal identified in the previous studies as marginally economic due to coal price reductions can be expected to exert downward pressure on resource quantities. These may be offset to some degree by an upgrading of some resources from the inferred category to the indicated category in the Sunset Pit area, a change to mine design with steeper pit walls resulting in less waste and a lower strip ratio and improved mining cash costs, simplified and lower cost coal processing and product marketing, and general cost reductions. However, there can be no assurance that the continuing optimization of the mine plan at the Ovoot Tolgoi Mine will ultimately provide the basis for an updated preliminary feasibility study that will support a new estimate of mineral reserves. Any downward adjustments to the Company's mineral resource estimates could materially affect the Company's development and mining plans, which could materially and adversely affect its business and results of operations. In 2014, the Company was subject to investigations by Mongolia's Independent Authority Against Corruption (the "IAAC") regarding allegations of breaches of Mongolia's anti-corruption laws (the "Anti- Corruption Case"), and tax evasion and money laundering (the "Tax Evasion Case"). While the IAAC has not made any formal accusations against any current or former employee of the Company or the Company under the Anti-Corruption Case, administrative penalties were imposed on certain of the Company's Mongolian assets in connection with the investigation, including certain funds held in bank accounts in Mongolia totaling $1.2 million (the "Restricted Funds"). The Company has been informed that the Anti-Corruption Case has been suspended; however, it has not received formal notice that the investigation is completed. With respect to the Tax Evasion Case, on December 30, 2014, the Capital City Prosecutor's Office (Ulaanbaatar, Mongolia) dismissed the allegations of money laundering as not having been proven during the investigation; however, proceedings in respect of tax evasion by former employees of the Company proceeded and culminated in February 2015, when the Company received the written verdict (the "Tax Verdict") of the Mongolian Second District Criminal Court. The Tax Verdict pronounced the three former employees of SGS guilty and declared SGS to be financially liable as a "civil defendant" for a penalty (the "Tax Penalty") of MNT 35.3 billion (approximately $18.2 million on February 1, 2015). Following the refusal of the Supreme Court of Mongolia to hear the case on appeal in June 2015, the Tax Verdict entered into force. The Tax Verdict is, however, not immediately payable and enforceable against SGS absent further actions prescribed by the laws of Mongolia. However, the Company made a corresponding provision for the court case penalty of $18.0 million in the second quarter of 2015 given the Tax Verdict had entered into force. On October 6, 2015, the Company was informed by its Mongolian banks (where the Restricted Funds were held) that they had received an official request from the CDIA to transfer the Restricted Funds according to the court decision. $1.2 million was transferred to the CDIA from the frozen bank accounts in October and November 2015. Following the submission by the Company of various proposals to resolve the dispute giving rise to the Tax Verdict, in May 2016, the Resolution 258 of the Government of Mongolia was issued, which approved the Company's proposal to partially settle the Tax Penalty by way of certain cash payments in 2016 and 2017 and by the Company performing certain mining operations at the Tavan Tolgoi deposit on behalf of Erdenes. Subsequently to this Resolution, the Company made cash payments of $2.4 million during 2016 as a partial settlement of the Tax Penalty. In compliance with the Resolution 258, in November 2016, the Company entered into an agreement with Erdenes under which the Company agreed to perform certain mining operations equivalent to MNT 20.3 billion (approximately $8.1 million) in the West Tsankhi section of the Tavan Tolgoi deposit during the period from November 2016 to February 2017. As at March 31, 2017, the Company has completed the mining operations at the Tavan Tolgoi deposit equivalent to MNT 20.3 billion (approximately $8.1 million) as set out in the agreement with Erdenes. The Company has provided $3.1 million for the court case penalty at March 31, 2017. The decrease from $18.0 million as at June 30, 2015 is as a result of subsequent transfers from frozen bank accounts of $1.2 million, additional cash payments by the Company in 2016 of $2.4 million, the provision of mining services at the Tavan Tolgoi deposit of $8.1 million and the foreign exchange adjustments. The Company is required to make further cash payments of $3.1 million in 2017 to complete repayment of the balance of the penalty owing. As described above, the Company is working with the relevant authorities in Mongolia to resolve the dispute giving rise to the tax verdict in a manner that is appropriate having regard to the Company's limited financial resources and supportive of a positive environment for foreign investment in Mongolia. Should the Company fail to meet the terms of the agreed repayment plan and to receive a discharge of the judgment from the applicable Mongolian court, this may result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable. Such an event of default under the CIC Convertible Debenture or the Company's inability to pay the penalty could result in voluntary or involuntary proceedings involving the Company, including bankruptcy. In the first quarter of 2013, the Company was subject to orders imposed by the IAAC which placed restrictions on certain of the Company's Mongolian assets. The orders were imposed on the Company in connection with the IAAC's investigations of the Company as described under the section entitled "Governmental and Regulatory Investigations" above and continued to be enforced by the Mongolian State Investigation Office. The restrictions on the assets were reaffirmed in the Tax Verdict and form part of the Tax Penalty payable by the Company. The orders related to certain items of operating equipment and infrastructure and the Company's Mongolian bank accounts ("Restricted Funds"). The orders related to the operating equipment and infrastructure restricts the sale of these items; however, the orders do not restrict the use of these items in the Company's mining activities. The orders related to the Company's Mongolian bank accounts restricted the use of in-country funds but did not have any material impact on the Company's activities. The Restricted Funds were transferred to the Court Decision Implementing Agency of Mongolia as partial payment of the Tax Verdict in October and November 2015. See the section entitled "Governmental and Regulatory Investigations" above. Following a review by the Company and its advisers, it is the Company's view that the orders placing restrictions on certain of the Company's Mongolian assets did not result in an event of default as defined under the terms of the CIC Convertible Debenture. However, the enforcement of the orders could ultimately result in an event of default of the Company's CIC Convertible Debenture, which if it remains uncured for ten business days, would result in the principal amount owing and all accrued and unpaid interest will become immediately due and payable upon notice to the Company by CIC. In January, 2014, Siskinds LLP, a Canadian law firm, filed a class action (the "Class Action") against the Company, certain of its former senior officers and directors, and its former auditors, Deloitte LLP, in the Ontario Court in relation to the Company's restatement of consolidated financial statements as previously disclosed in the Company's public filings. To commence and proceed with the Class Action, the plaintiff was required to bring a preliminary leave motion and to certify the Class Action as a class proceeding (the "Leave Motion"). The Ontario Court rendered its decision on the Leave Motion on November 5, 2015 and dismissed the plaintiff's Leave Motion as against each of the former senior officers and directors of the Company named in the Class Action on the basis that the "large volume of compelling evidence" proved the defense of reasonable investigation on the balance of probabilities and provided the basis for dismissing the Leave Motion as against them. However, the Ontario Court allowed the Class Action to proceed under Part XXIII.1 of the Ontario Securities Act, permitting the plaintiff to commence and proceed with an action against the Company in respect of alleged misrepresentations affecting trades in the secondary market for the Company's securities arising from the restatement. The Company appealed this portion of the decision of the Ontario Court (the "Corporation Appeal"). The plaintiff appealed that part of the November 5, 2015 Ontario Court decision dismissing the action against former officers and directors of the Company (the "Individual's Appeal"). The Individual's Appeal was brought as of right to the Ontario Court of Appeal. By Order dated September 12, 2016, the Corporation Appeal was transferred to the Ontario Court of Appeal to be heard together with the Individuals' Appeal. The Corporation Appeal was perfected on October 25, 2016 in the Ontario Court of Appeal. Both the Individuals' Appeal and the Corporation Appeal will now be verbally argued together. The appeals have been scheduled to be heard by the Ontario Court of Appeal in June 2017. The Company disputes and is vigorously defending itself against the plaintiff's claims through independent Canadian litigation counsel retained by the Company and the other defendants for this purpose. Due to the inherent uncertainties of litigation, it is not possible to predict the final outcome of the Class Action or determine the amount of potential losses, if any. However, the Company has judged a provision for this matter as at March 31, 2017 is not required. In 2011, the Company entered into an agreement with Ejin Jinda, a subsidiary of China Mongolia Coal Co. Ltd. to toll-wash coals from the Ovoot Tolgoi Mine. The agreement had a duration of five years from commencement of the contract and provided for an annual wet washing capacity of approximately 3.5 million tonnes of input coal. Under the original agreement with Ejin Jinda, which required the commercial operation of the wet washing facility to commence on October 1, 2011, the additional fees payable by the Company under the wet washing contract would have been $18.5 million. At each reporting date, the Company assesses the agreement with Ejin Jinda and has determined it is not probable that these $18.5 million will be required to be paid. Accordingly, the Company has determined a provision for this matter as at March 31, 2017 is not required. In July 2009, Mongolia promulgated the Law on Prohibiting Mineral Exploration and Extraction Near Water Sources, Protected Areas and Forests (the "Mining Prohibition in Specified Areas Law"). Pursuant to the Mining Prohibition in Specified Areas Law, the Government of Mongolia has defined the boundaries of certain areas in which exploration and mining is purportedly prohibited. A list of licenses was prepared that overlap with the prohibited areas described in the law based on information submitted by water authority agencies, forest authority agencies and local authorities for submission to the Government of Mongolia. In order to address the issues facing its implementation, in February 2015 the Parliament of Mongolia adopted an amendment to the Law on Implementation of the Mining Prohibition in Specified Areas Law (the "Amended Law on Implementation"). The Amended Law on Implementation provided an opportunity for license holders covered within the scope of application of the Mining Prohibition in Specified Areas Law to continue their mining operations subject to advance placement of funds to cover 100% of the future environmental rehabilitation costs. A model contract and a specific Government regulation on this requirement will be adopted by the Government. The license holders were required to apply within 3 months after the amendment to the Law on Implementation came into effect for permission to MRAM to resume activities. The Company considered the development projects may be affected, but not the operating mines. The Company submitted its application with respect to its mining licenses before the deadline set on June 16, 2015. Pursuant to the Mongolian Law "To prohibit mineral exploration and mining operations at headwaters of rivers, water protection zones and forested areas", the government administrative agency has notified the Company that special license area 12726A is partly overlapping with a water reservoir. The Company has inspected the area together with the Cadastral Division of the Mineral Resource Authority as well as through the cadastral registration system of the Ministry of Environment, and determined that 29 hectares of Sukhait Bulag was partly overlapping with a water reservoir, of which has been partly handed over. (Resolution No.6/7522 issued on September 29, 2015 by the Head of Cadastral Division of the Mineral Resource Authority). In accordance with Article 22.3 of Law of Mongolia on Water, 5,602.96 hectares of land, including Sukhaityn Bulag, Uvur Zadgai, and Zuun Shand pertaining to exploration license 9443X, which was converted to mining license MV-0125436 in January 2016, was overlapping with protected area boundary. It has been officially handed over to the local administration. (Resolution No.688 issued on September 24, 2015 by the Head of Cadastral Division of the Mineral Resource Authority) In connection with the nullification of Annex 2 of government order No.194 "On determining boundary" issued on June 5, 2012, the area around the water reservoir located at MV-016869 license area and Soumber exploration license 9449X, which was converted to mining license MV-020451 in January 2016, was annulled from the Specified Area Law. Therefore, mining license 12726A and MV-016869 and exploration licenses 9443X, 9449X were removed from the list of licenses that overlaps with the prohibited areas described in the law. There has been limited development of the law during 2016 while two exploration licenses of the Company (13779X and 5267X) were converted to mining licenses (MV-020676 and MV-020675) in November 2016. The Company will continue to monitor the developments and ensure that it follows the necessary steps in the Amended Law on Implementation to secure its operations and licenses and is fully compliant with Mongolian law. On February 13, 2015, the entire Soumber mining license and a portion of SGS' exploration license No.9443X (9443X was converted to mining license MV-025436 in January 2016) (the "License Areas") were included into a special protected area (to be further referred as Special Needs Territory "SNT") newly set up by the Umnugobi Aimag's Civil Representatives Khural (the "CRKh") to establish a strict regime on the protection of natural environment and prohibit mining activities in the territory of the SNT. On July 8, 2015, SGS and the Chairman of the CRKh, in his capacity as the respondent's representative, reached an agreement (the "Amicable Resolution Agreement") to exclude the License Areas from the territory of the SNT in full, subject to confirmation of the Amicable Resolution Agreement by the session of the CRKh. The parties formally submitted the Amicable Resolution Agreement to the appointed judge of the Administrative Court for her approval and requested a dismissal of the case in accordance with the Law of Mongolia on Administrative Court Procedure. On July 10, 2015, the judge issued her order approving the Amicable Resolution Agreement and dismissing the case, while reaffirming the obligation of CRKh to take necessary actions at its next session to exclude the License Areas from the SNT and register the new map of the SNT with the relevant authorities. Mining activities at the Soumber property cannot proceed until the License Areas are removed from the SNT. On June 29, 2016, the Mongolian Parliament and CRKh election was held. As a result, the Company is aware that additional action may be taken in respect of the SNT; however, the Company has not yet received any indication on the timing of the next session of the CRKh. On June 24, 2015, First Concept served a notice of arbitration (the "Notice") on SGS in respect of a coal supply agreement dated May 19, 2014 as amended on June 27, 2014 (the "Coal Supply Agreement") for a total consideration of $11.5 million. The arbitral proceedings (the "Arbitration") are deemed to have commenced on June 24, 2015, as of the date when the respondent received the Notice. The Company firmly rejected the allegations of First Concept in the Notice as lacking any merit. The Arbitration was held in the fourth quarter of 2016 and the decision is not expected until the second quarter of 2017. There can be no assurance, however, that the Company will prevail in the Arbitration. Should SGS be unsuccessful in the Arbitration, the Company may not be able to re-pay the sum of $11.5 million. In such case, this may result in an event of default under the CIC Convertible Debenture and CIC would have the right to declare the full principal and accrued interest owing thereunder immediately due and payable. Such an event of default under the CIC Convertible Debenture or the Company's inability to re-pay the sum of $11.5 million to First Concept could result in voluntary or involuntary proceedings involving the Company (including bankruptcy). Settlement of Lawsuit Notice from a Former Fuel Supplier On January 20, 2017, SGS received a notice from the DC Court in relation to a claim for damages from MTLLC, a former fuel supplier of SGS, for MNT 22.2 billion (approximately $8.9 million) consisting of MNT 14.6 billion (approximately $5.8 million) of outstanding fuel supply payments and MNT 7.6 billion (approximately $3.1 million) of late payment penalties and associated interest costs. SGS disputed the amount claimed by MTLLC in the proceedings before the DC Court and filed an application with the DC Court to dismiss the litigation, on the basis that the contract required an arbitration process prior to the initiation of court proceedings. On January 25, 2017, the DC Court dismissed the litigation and the matter was referred to arbitration. The Company signed a settlement agreement with MTLLC on February 10, 2017, pursuant to which SGS would pay MTLLC $8.0 million in equal monthly installments of $2.0 million each from March 2017 to June 2017 in full satisfaction of the debt outstanding. The terms of the settlement agreement was subsequently acknowledged by the arbitrator in the arbitration award. As a result of the Company failing to honor the repayment schedule in accordance to the settlement agreement, the Company received on May 1, 2017 a judicial order issued by the DC Court which stated that, subject to MTLLC filing the requisite notice with the DC Court, the arbitration award will be executed by the CDIA and taken to bailiff service for further action. The Company is currently in discussion with MTLLC to revise the repayment schedule. As of May 12, 2017, the Company has made payments in the aggregate of $2.0 million to MTLLC pursuant to the settlement agreement. There can be no assurance, however, that any revision of the repayment schedule will be successfully negotiated by the Company either at all or on favourable terms, or that the actions to be taken by the bailiff service would not be materially adverse to the Company. On August 2, 2011, the State Property Committee of Mongolia awarded the tender to construct a paved highway from the Ovoot Tolgoi Mine to the Shivee Khuren Border Crossing (the "Paved Highway") to consortium partners NTB LLC and SGS (together referred to as "RDCC LLC"). The Company has an indirect 40% interest in RDCC LLC through its Mongolian subsidiary SGS. On October 26, 2011, RDCC LLC signed a concession agreement with the State Property Committee of Mongolia. RDCC LLC has the right to conclude a 17 year build, operate and transfer agreement under the Mongolian Law on Concessions. On May 8, 2015, the commercial operation of the Paved Highway commenced. The Paved Highway has significantly increased the safety of coal transportation, reduced environmental impacts and improved efficiency and capacity of coal transportation. The current toll rate is set at MNT 900 per tonne of coal as compared to MNT 1,500 as stated in the signed concession agreement between RDCC LLC and the State Property Committee of Mongolia. On September 17, 2015, the Invest Mongolia Agency signed an amendment to the concession agreement with RDCC LLC to extend the exclusive right of ownership to 30 years. On February 4, 2017, the Board of RDCC LLC decided to increase the toll rate from MNT 900 per tonne of coal to MNT 1,200, effective from March 1, 2017. The Paved Highway has a carrying capacity in excess of 20 million tonnes of coal per year. For the three months ended March 31, 2017, RDCC LLC recognized toll fee revenue of $1.2 million (2016: $0.8 million). The outlook for Mongolian coal exports remains dependent on the Chinese economy. Looking forward, the Company remains cautiously optimistic regarding the Chinese coal market, which is expected to continue stabilizing. The Company intends to improve its product mix by commencing coal washing operations in 2017 to beneficiate a portion of its lower grade and higher-ash content coal into washed coal products, in order to meet increasing market demand for higher quality coal. The construction of the washing facilities at Ovoot Tolgoi has commenced and the operation is expected to start in the second half of 2017. The Company will continue to reach out to end customers in order to enhance the sales profile and revenue growth. The Company remains well positioned in the market, with a number of key competitive strengths, including: The Company's objectives for 2017 and the medium term are as follows: The Company uses cash costs to describe its cash production and associated cash costs incurred in bringing the inventories to their present locations and conditions. Cash costs incorporate all production costs, which include direct and indirect costs of production, with the exception of idled mine asset costs and non-cash expenses which are excluded. Non-cash expenses include share-based compensation expense, impairments of coal stockpile inventories, depreciation and depletion of property, plant and equipment and mineral properties. The Company uses this performance measure to monitor its operating cash costs internally and believes this measure provides investors and analysts with useful information about the Company's underlying cash costs of operations. The Company believes that conventional measures of performance prepared in accordance with IFRS do not fully illustrate the ability of its mining operations to generate cash flows. The Company reports cash costs on a sales basis. This performance measure is commonly utilized in the mining industry. The cash costs per tonne of product sold presented below may differ from cash costs per tonne of product produced depending on the timing of coal stockpile inventory turnover and impairments of coal stockpile inventories from prior periods. The condensed consolidated interim financial statements for the Company for the three months ended March 31, 2017, were reviewed by the Audit Committee of the Company. The Company's results for the quarter ended March 31, 2017, are contained in the unaudited Condensed Consolidated Interim Financial Statements and Management Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), available on the SEDAR website at www.sedar.com and the Company's website at www.southgobi.com. SouthGobi, listed on the Toronto and Hong Kong stock exchanges, owns and operates its flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other metallurgical and thermal coal deposits in South Gobi Region of Mongolia. SouthGobi produces and sells coal to customers in China. Forward-Looking Statements: Except for statements of fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "could", "should", "seek", "likely", "estimate" and other similar words or statements that certain events or conditions "may" or "will" occur. Forward-looking statements relate to management's future outlook and anticipated events or results and are based on the opinions and estimates of management at the times the statements are made. Forward-looking statements in this announcement include, but are not limited to, statements regarding: Forward-looking information is based on certain factors and assumptions described below and elsewhere in this announcement, including, among other things: the current mine plan for the Ovoot Tolgoi mine; mining, production, construction and exploration activities at the Company's mineral properties; the costs relating to anticipated capital expenditures and the 2017 exploration program; the expected impacts of the remaining administrative restrictions on certain of the Company's Mongolian assets and the anticipated impact on the Company's activities; the capacity and future toll rate of the Paved Highway; plans for the progress of mining license application processes; mining methods; the Company's anticipated business activities, planned expenditures and corporate strategies; management's business outlook, including the outlook for the remainder of 2017 and beyond; currency exchange rates; operating, labour and fuel costs, the future coal market conditions in China and the related impact on the Company's margins and liquidity; future coal prices, and the level of worldwide coal production. While the Company considers these assumptions to be reasonable based on the information currently available to it, they may prove to be incorrect. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, among other things: the uncertain nature of mining activities, risks associated with joint venture operations; actual capital and operating costs exceeding management's estimates; variations in mineral resource and mineral reserve estimates; failure of plant, equipment or processes to operate as anticipated; the possible impacts of changes in mine life, useful life or depreciation rates on depreciation expenses; risks associated with regulatory requirements and the ability to obtain all necessary regulatory approvals; the potential expansion of the list of licenses published by the Government of Mongolia covering areas in which exploration and mining are purportedly prohibited on certain of the Company's mining licenses; the Government of Mongolia designating any one or more of the Company's mineral projects in Mongolia as a Mineral Deposit of Strategic Importance; the possible impact of changes to the inputs to the valuation model used to value the embedded derivatives in the CIC Convertible Debenture; risk of the Company defaulting under its existing debt obligations, including the CIC Convertible Debenture and the TRQ Loan; the impact of amendments to, or the application of, the laws of Mongolia, China and other countries in which the Company carries on business; modifications to existing practices so as to comply with any future permit conditions that may be imposed by regulators; delays in obtaining approvals and lease renewals; the risk of fluctuations in coal prices and changes in China and world economic conditions; risk of the Tax Verdict becoming immediately payable; the outcome of the Class Action and any damages payable by the Company as a result; cash flow and liquidity risks; risks relating to the Company's ability to raise additional financing and to continue as a going concern. Please see the Company's most recently filed Annual Information Form for the year ended December 31, 2016, which is available under the Company's profile on SEDAR at www.sedar.com, for a discussion of these and other risks and uncertainties relating to the Company and its operations. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Due to assumptions, risks and uncertainties, including the assumptions, risks and uncertainties identified above and elsewhere in this announcement, actual events may differ materially from current expectations. The Company uses forward-looking statements because it believes such statements provide useful information with respect to the currently expected future operations and financial performance of the Company, and cautions readers that the information may not be appropriate for other purposes. Except as required by law, the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on the forward-looking statements, which speaks only as of the date of this announcement; they should not rely upon this information as of any other date. The English text of this announcement shall prevail over the Chinese text in case of inconsistencies.
News Article | May 9, 2017
For 30 years, the Rainforest Alliance has been a global leader in the conservation of forests and natural resources while advancing sustainable livelihoods. Such success can only be accomplished through strategic partnerships with players along every link in the supply chain, from producers to large multinational companies. The Rainforest Alliance is pleased to recognize businesses and individuals committed to protecting the environment, implementing climate solutions, and supporting communities across the globe. Awards will be presented to honorees on May 10th in New York City, at the Rainforest Alliance’s 30th Anniversary Gala Celebration at the American Museum of Natural History. “To come as far as the Rainforest Alliance has in 30 years, we needed the strength of partnership,” said Nigel Sizer, President of the Rainforest Alliance. “Today, we recognize individuals and companies who are addressing some of the most significant challenges humanity has ever faced. These champions are working with us to protect forests and support farmers and communities across the world, affecting real change.” During the day on May 10, honorees and co-chairs will join CEOs, business and thought leaders, and Rainforest Alliance experts at the annual Leadership Summit to discuss strategies for implementing global sustainability and climate goals. Following the summit, participants will gather in the evening for an awards dinner, entertainment, and a silent auction. The gala is co-chaired by long-term Rainforest Alliance friends and supporters Maggie Lear, Tessie Nedelman, Laura Ross, and Cathy Taub, and sponsored by Domtar. Gala proceeds benefit the Rainforest Alliance’s international work in sustainable agriculture, forestry, tourism, human rights, and climate change. The Rainforest Alliance recognizes Felisa Navas Pérez, a three-term president of Asociación Forestal Integral Cruce a La Colorada (AFICC), a forestry concession in the Maya Biosphere Reserve (MBR) in the Petén region of Guatemala. Navas assumed her leadership role shortly after the concession’s board president was murdered, presumably by drug traffickers who want to control local lands so they may clear forest for livestock operations (which in turn serve to launder money). While nearby concessions have collapsed, AFICC has remained solvent and certified under Navas’s leadership. Corporate Sustainability Champions award recognizes companies who have demonstrated an exceptional commitment to sustainability, improving livelihoods, and conserving forests all around the world. Allegro Coffee Company AMResorts Barry Callebaut AG Beef Passion Bettys & Taylors of Harrogate Blommer Chocolate Company Caribou Coffee C.F. Martin & Co., Inc. Chiquita Clearwater Paper Company Clif Bar CMPC Columbia Forest Products Domtar ECOM / Atlantic (USA) Fibria Kenya Tea Development Agency Lavazza Mars, Incorporated Nestlé Nespresso SA Olam International Ltd. Suzano Pulp and Paper Tesco Unilever People and Planet Champions award recognizes the visionary individuals, foundations, partner organizations, and government entities who have helped the Rainforest Alliance advance its mission to build strong forests and healthy communities. Kim Bendheim John Caulkins Citi Foundation Daniel Cohen (In Memoriam) The Colombian Coffee Growers Federation Comisión Nacional Forestal de México Henry Davison The Ford Foundation Forest Stewardship Council Dr. Karl Fossum (In Memoriam) Global Environment Facility Inter-American Development Bank Elysabeth Kleinhans Dr. Thomas E. Lovejoy Millennium Challenge Corporation The Milton and Tamar Maltz Family Foundation Mitsubishi Corporation Foundation for the Americas Jeffrey & Tessie Nedelman Ellen Petersen Robert W. Wilson Charitable Trust Secretaría de Medio Ambiente y Recursos Naturales Secretaría de Turismo de México Sustainable Agriculture Network (SAN) The Sustainable Trade Initiative (IDH) United Nations Environment Programme (UNEP) Alan Wilzig Ann Ziff The Sustainable Development Champions award recognizes the extraordinary achievements of a group of individuals and institutions working alongside local and indigenous communities in Guatemala’s Petén region to promote the economic, environmental, and social health of the Maya Biosphere Reserve and its communities. Asociación de Comunidades Forestales de Petén Continental Floral Greens Defensores de la Naturaleza General Wood Craft Guatemala Ministry of Environment Guatemalan Association of Exporters (AGEXPORT) National Council of Protected Areas North American Wood Products United States Agency for International Development (USAID) University of Minnesota Maggie Lear, Tessie Nedelman, Laura Ross, and Cathy Taub are enormous fans of the Rainforest Alliance and proud Co-Chairs of tonight’s Gala. While traveling to Peru, Ecuador, and Mexico with Rainforest Alliance Executive Vice President Ana Paula Tavares, they witnessed the important work of the Rainforest Alliance firsthand. These visits provided them with opportunities to meet the knowledgeable farmers, foresters, eco-tourism professionals and Rainforest Alliance’s field experts, who are helping to conserve our planet for their children and future generations.
News Article | May 15, 2017
Amidst acrimonious debate over the safety of genetically modified (GM) food crops, India’s top biotechnology regulator last week declared a transgenic mustard plant “safe for consumption.” Moving the plant into farmers’ fields is now a political decision in the hands of India’s environment minister, who may wait until the Supreme Court of India resolves several long-pending related cases. The GM mustard has been under development for almost a decade. A report assessing the plant’s risks was released a year ago, drawing some 700 comments that were reviewed by the Ministry of Environment’s Genetic Engineering Appraisal Committee (GEAC). The report concluded the mustard was safe and nutritious, and GEAC chair Amita Prasad in New Delhi says the commission unanimously agreed on 11 May to recommend allowing farmers to plant the crop for the next 4 years. The final decision will be made by Environment Minister Anil Dave. The GM mustard was developed with public funding by plant scientist Deepak Pental of the University of Delhi. His team introduced several genes from a soil bacterium, Bacillus amyloliquefaciens, into the mustard to facilitate hybridization. Mustard is largely a self-pollinating crop and creating high-yield hybrids has been cumbersome. If approved, Dhara Mustard Hybrid-11 (DMH-11) will be the second GM plant—but the first food crop—to reach India’s farmers. In 2004 India allowed commercial cultivation of GM cotton and it now accounts for more than 90% of the nation’s harvest. In 2010, GM eggplant also cleared GEAC’s review, but then–Environment Minister Jairam Ramesh put an indefinite moratorium on its introduction citing safety concerns. The New Delhi–based Coalition for a GM-free India is fighting the introduction of the transgenic mustard. The group blasted the GEAC’s decision, claiming in a letter to Dave that the committee “has shown itself to be anti-science, anti-farmers, anti-environment and anti-consumers.” Sources indicate that the minister may delay a decision until India’s Supreme Court rules in cases, pending since 2005, that question the safety of GM crops. The court has set no date for issuing a decision.
News Article | April 19, 2017
CrowdReviews.com Partnered with acm to Announce: Future Drainage and Stormwater Networks KSA Seminar Successfully Launched Future Drainage and Stormwater Networks KSA Seminar successfully launched with the support of the Irrigation and Drainage Authority. This event brought together key officials and decision makers from the Ministry of Municipality and Rural Affairs, the Ministry of Environment, Water and Agriculture, the Irrigation & Drainage Authority, Arriyadh Development Authority, Riyadh Municipality, National Water Company, Ministry of Housing, Emaar, and MWH now part of Stantec. Future Drainage and Stormwater Networks KSA featured exciting presentations among which include: “Cyber security issues facing water and drainage control systems” by Dr. Ayad Al Daiyji, from the Ministry of Environment, Water and Agriculture; “Climate change and extreme events modelling in arid regions” by Dr. Ghazi Al Rawas from Sultan Qaboos University – Oman; “Value engineering and intelligent use of water in the irrigation system” by Ahmed El Sherbieny from Zaid Al Hussain Group; and “Smart operation of water network” by Dr. Abdulrahman Alshehri from the National Water Company, in addition to a panel discussion and round table discussions. The response to this event was hugely positive as delegates and sponsors enjoyed a stellar line-up of speakers as well as the opportunity to network with the industry’s key decision makers. “A great place for networking and gaining knowledge,” said the Head of Water Department at SETS. “It is a very useful seminar, and I would recommend organising similar events in order to reach the target of 2030 vision,” stated a MEP Manager from Dar Al Riyadh. “ACM always conduct excellent conferences which tackle the latest engineering issues and their solutions,” said the Deputy Project Manager of Saud Consult. Future Drainage and Stormwater Networks KSA Seminar was held with the participation of JDCO, Eco, Energis, Rowad Plastic, Roxtec, Birco, ADS, and Zamil Group. For more information about the conference, please visit Advanced Conferences & Meetings is a premium business-to-business conference company focused on the requirements of the MENA region. Its events are highly tailored networking and learning opportunities, bringing senior decision makers together and providing up-to-the-minute information on industry trends, government initiatives, technological advances and developments in regulation. As such, they act not only as extremely effective tools for gaining business advantage, but also as high level platforms for change in the industries they serve. Naples, FL, April 19, 2017 --( PR.com )-- Supported by the Saudi Irrigation and Drainage Authority, Advanced Conferences & Meetings has proudly launched Future Drainage and Stormwater Networks KSA Seminar at The Rosh Rayhaan Hotel, Riyadh. This event addressed updates, strategies and technologies for optimising stormwater, drainage and sewage projects across Saudi Arabia.This event brought together key officials and decision makers from the Ministry of Municipality and Rural Affairs, the Ministry of Environment, Water and Agriculture, the Irrigation & Drainage Authority, Arriyadh Development Authority, Riyadh Municipality, National Water Company, Ministry of Housing, Emaar, and MWH now part of Stantec.Future Drainage and Stormwater Networks KSA featured exciting presentations among which include: “Cyber security issues facing water and drainage control systems” by Dr. Ayad Al Daiyji, from the Ministry of Environment, Water and Agriculture; “Climate change and extreme events modelling in arid regions” by Dr. Ghazi Al Rawas from Sultan Qaboos University – Oman; “Value engineering and intelligent use of water in the irrigation system” by Ahmed El Sherbieny from Zaid Al Hussain Group; and “Smart operation of water network” by Dr. Abdulrahman Alshehri from the National Water Company, in addition to a panel discussion and round table discussions.The response to this event was hugely positive as delegates and sponsors enjoyed a stellar line-up of speakers as well as the opportunity to network with the industry’s key decision makers. “A great place for networking and gaining knowledge,” said the Head of Water Department at SETS. “It is a very useful seminar, and I would recommend organising similar events in order to reach the target of 2030 vision,” stated a MEP Manager from Dar Al Riyadh. “ACM always conduct excellent conferences which tackle the latest engineering issues and their solutions,” said the Deputy Project Manager of Saud Consult.Future Drainage and Stormwater Networks KSA Seminar was held with the participation of JDCO, Eco, Energis, Rowad Plastic, Roxtec, Birco, ADS, and Zamil Group.For more information about the conference, please visit www.drainageandstormwaterksa.com Advanced Conferences & Meetings is a premium business-to-business conference company focused on the requirements of the MENA region. Its events are highly tailored networking and learning opportunities, bringing senior decision makers together and providing up-to-the-minute information on industry trends, government initiatives, technological advances and developments in regulation. As such, they act not only as extremely effective tools for gaining business advantage, but also as high level platforms for change in the industries they serve. Click here to view the company profile of topseos.com Click here to view the list of recent Press Releases from topseos.com
News Article | April 21, 2017
Future Drainage and Stormwater Networks KSA Seminar Successfully Launched with the Support of the Irrigation and Drainage Authority This event addressed updates, strategies and technologies for optimising stormwater, drainage and sewage projects across Saudi Arabia. Riyadh, Saudi Arabia, April 21, 2017 --( This event brought together key officials and decision makers from the Ministry of Municipality and Rural Affairs, the Ministry of Environment, Water and Agriculture, the Irrigation & Drainage Authority, Arriyadh Development Authority, Riyadh Municipality, National Water Company, Ministry of Housing, Emaar, and MWH now part of Stantec. Future Drainage and Stormwater Networks KSA featured exciting presentations among which include: “Cyber security issues facing water and drainage control systems” by Dr. Ayad Al Daiyji, from the Ministry of Environment, Water and Agriculture, “Climate change and extreme events modelling in arid regions” by Dr. Ghazi Al Rawas from Sultan Qaboos University – Oman, “Value engineering and intelligent use of water in the irrigation system” by Ahmed El Sherbieny from Zaid Al Hussain Group, and “Smart operation of water network” by Dr. Abdulrahman Alshehri from the National Water Company, in addition to a panel discussion and round table discussions. The response to this event was hugely positive as delegates and sponsors enjoyed a stellar line-up of speakers as well as the opportunity to network with the industry’s key decision makers. “A great place for networking and gaining knowledge,” said the Head of Water Department at SETS. “It is a very useful seminar, and I would recommend organising similar events in order to reach the target of 2030 vision,” stated a MEP Manager from Dar Al Riyadh. “ACM always conduct excellent conferences which tackle the latest engineering issues and their solutions,” said the Deputy Project Manager of Saud Consult. Future Drainage and Stormwater Networks KSA Seminar was held with the participation of JDCO, Eco, Energis, Rowad Plastic, Roxtec, Birco, ADS, and Zamil Group. For more information about the conference, please visit www.drainageandstormwaterksa.com Riyadh, Saudi Arabia, April 21, 2017 --( PR.com )-- Supported by the Saudi Irrigation and Drainage Authority, Advanced Conferences & Meetings has proudly launched Future Drainage and Stormwater Networks KSA Seminar, at The Rosh Rayhaan Hotel, Riyadh. This event addressed updates, strategies and technologies for optimising stormwater, drainage and sewage projects across Saudi Arabia.This event brought together key officials and decision makers from the Ministry of Municipality and Rural Affairs, the Ministry of Environment, Water and Agriculture, the Irrigation & Drainage Authority, Arriyadh Development Authority, Riyadh Municipality, National Water Company, Ministry of Housing, Emaar, and MWH now part of Stantec.Future Drainage and Stormwater Networks KSA featured exciting presentations among which include: “Cyber security issues facing water and drainage control systems” by Dr. Ayad Al Daiyji, from the Ministry of Environment, Water and Agriculture, “Climate change and extreme events modelling in arid regions” by Dr. Ghazi Al Rawas from Sultan Qaboos University – Oman, “Value engineering and intelligent use of water in the irrigation system” by Ahmed El Sherbieny from Zaid Al Hussain Group, and “Smart operation of water network” by Dr. Abdulrahman Alshehri from the National Water Company, in addition to a panel discussion and round table discussions.The response to this event was hugely positive as delegates and sponsors enjoyed a stellar line-up of speakers as well as the opportunity to network with the industry’s key decision makers. “A great place for networking and gaining knowledge,” said the Head of Water Department at SETS. “It is a very useful seminar, and I would recommend organising similar events in order to reach the target of 2030 vision,” stated a MEP Manager from Dar Al Riyadh. “ACM always conduct excellent conferences which tackle the latest engineering issues and their solutions,” said the Deputy Project Manager of Saud Consult.Future Drainage and Stormwater Networks KSA Seminar was held with the participation of JDCO, Eco, Energis, Rowad Plastic, Roxtec, Birco, ADS, and Zamil Group.For more information about the conference, please visit www.drainageandstormwaterksa.com
News Article | April 7, 2017
A nine-year-old girl has filed a lawsuit against the Indian government for failing to take action on climate change, warning that young people will pay the price for the country’s inaction. In the petition filed with the National Green Tribunal, a special court for environment-related cases, Ridhima Pandey said the government had failed to implement its environment laws. “As a young person [Ridhima] is part of a class that amongst all Indians is most vulnerable to changes in climate, yet are not part of the decision making process,” the 52-page petition reads. It calls on the tribunal to direct the government “to take effective, science-based action to reduce and minimise the adverse impacts of climate change”. Speaking to the Independent in the UK, Ridhima said: “My government has failed to take steps to regulate and reduce greenhouse gas emissions, which are causing extreme climate conditions. This will impact both me and future generations. “My country has huge potential to reduce the use of fossil fuels, and because of the government’s inaction I approached the National Green Tribunal.” India’s Ministry of Environment, Forest and Climate Change and the Central Pollution Control Board have been asked to respond within two weeks. India has four of the 10 worst cities in the world in terms of air pollution. Together, India and China accounted for more than half the total number of global deaths attributable to air pollution in 2015, according to a recent study. Greenpeace released a report in January estimating that nearly 1.2 million Indians die each year owing to high concentrations of airborne pollutants such as dust, mould spores, arsenic, lead, nickel and the carcinogen chromium. At the time, India’s environment minister declared the report inconclusive, adding: “There is no conclusive data available in the country to establish direct correlation-ship of death exclusively with air pollution.” Despite several laws to protect India’s forests, clean up its rivers and improve air quality, critics are concerned that implementation is poor and economic growth often takes precedence over the environment. Flash floods and landslides in the Himalayan state of Uttarakhand, where Ridhima lives, killed hundreds of people and left tens of thousands homeless in 2013. The devastation affected Ridhima, the daughter of an environmental activist, according to Rahul Choudhary, a lawyer representing her. “For someone so young, she is very aware of the issue of climate change and she is very concerned about how it will impact her in future,” he said. “She wanted to do something that can have a meaningful effect, and we suggested she could file a petition against the government.” India is taking some action on air quality. As a signatory to the Paris agreement on climate change, it is committed to ensuring that at least 40% of its electricity is generated from non-fossil-fuel sources by 2030. In her petition, Ridhima asks the court to order the government to assess industrial projects for climate-related issues, prepare a “carbon budget” to limit carbon dioxide emissions, and create a national climate recovery plan. “That a young girl is doing so much to draw the government’s attention is something. We hope the case puts some pressure on the government to act,” said Choudhary.
News Article | April 25, 2017
In the 1st quarter of 2017 the operational and financial performance of the Company’s has been excellent. All key performance indicators are on track and overall network leakage is below 14%, which represents the best performance in the Company’s history and a testament of all the hard work done by AS Tallinna Vesi staff and targeted Capital investments. The water quality in the 1st quarter of 2017 was 100% compliant based on the 738 samples taken and 6,160 analysis made. Besides providing quality drinking water, we are also responsible for a wastewater discharge service to nearly one third of Estonia’s population (460,000). It is therefore extremely important that the wastewater treatment plant in Paljassaare works effectively and in accordance with the stipulated quality requirements, set by the Estonian Ministry of Environment. Throughout the 1st quarter of 2017, the final effluent leaving Paljassaare was 100% compliant with all stipulated requirements. We continue to make targeted capital investments, renovating or replacing assets based on previous condition surveys and performance data, to ensure the continued reliability of the infrastructure. This includes the 5+5 programme, where 5 km of drinking water and 5 km wastewater network are replaced each year. Delivering good operational and financial performance is only possible through the continued motivation, commitment and performance of AS Tallinna Vesi staff. We remain focused on the development and training of our employees and ensuring appropriate succession plans are in place. OPERATIONAL INDICATORS FOR THREE MONTHS OF 2017 FINANCIAL HIGHLIGHTS FOR THE 1st QUARTER 2017 The Group’s sales revenues during the 1st quarter of 2017 were EUR 13.78 million, being down by 4.1% or EUR 0.59 million compared to the same period in 2016. The gross profit in the 1st quarter of 2017 was EUR 8.21 million, showing a decrease of 1.5% or EUR 0.13 million. Decrease in gross profit was mainly related to lower storm water revenues and profit from construction and asphalting services, higher electricity costs and other costs of goods sold costs. It was balanced by higher water and wastewater revenues and by lower depreciation and pollution tax expenses. The operating profit was EUR 6.49 million, showing a decrease of 2.2% or EUR 0.15 million. The operating profit was mostly impacted by the above mentioned changes in gross profit. The net profit for the 1st quarter of 2017 was EUR 6.36 million, being higher by 12.8% or EUR 0.72 million. The net profit was mainly impacted by above mentioned changes in operating profit, balanced by lower financial expenses, which in itself were mostly influenced by the positive change in the fair value of swap contracts in the 1st quarter of 2017 compared to the negative change in the same quarter of 2016. The net profit for the 1st quarter of 2017 and 2016 without the impact resulted from the change of the fair value of swap contracts was EUR 6.11 million and EUR 6.29 million respectively, being lower by 3.0% or EUR 0.19 million year-on-year. Main business – water and wastewater activities, excl. connections profit and government grants, construction, design and asphalting services, doubtful debt FINANCIAL RESULTS FOR THE 1st QUARTER 2017 As the Company’s tariffs are frozen at the 2010 tariff level, the changes in the main activities revenues, i.e. from sales of water and wastewater services, are fully driven by consumption with no considerable seasonality in the main business. The Company does not expect significant changes in the consumption in future. There has been incremental increase in consumption in the past and that is expected to continue. In the 1st quarter of 2017 the Group’s total sales were EUR 13.78 million, showing a decrease by 4.1% or EUR 0.59 million year-on-year. 92.4% of sales comprise of sales of water and wastewater services to domestic and commercial customers within and outside of the service area. 5.4% of sales are the fees received from the City of Tallinn for operating and maintaining the storm water system and fire hydrants, 1.3% from construction and asphalting services and 1.0% from other works and services. The construction and asphalting services sales are more seasonal and the Company continues to seek possibilities to keep and to grow these services revenues. Sales from water and wastewater services were EUR 12.73 million, showing a 1.6% or EUR 0.21 million increase compared to the 1st quarter of 2016, resulting from the changes in sales volumes as described below: Sales from the operation and maintenance of the main service area storm water and fire hydrant system were EUR 0.74 million, showing a decrease of 21.6% or EUR 0.20 million in the 1st quarter of 2017 compared to the same period in 2016. Sales of construction, design and asphalting services were EUR 0.18 million, decreasing by 76.2% or EUR 0.58 million year-on-year. The decrease was related to lower pipe construction services revenues during the 1st quarter of 2017. The cost of goods sold amounted to EUR 5.57 million in the 1st quarter of 2017, showing 7.6% or EUR 0.46 million decrease compared to the equivalent period in 2016. The cost decrease is mainly influenced by decrease in construction and asphalting services related costs and also by lower depreciation and pollution tax expenses, which was partly balanced by higher electricity and other costs of goods sold costs. Total direct production costs (water abstraction charges, chemicals, electricity and pollution tax) were EUR 1.78 million, being on same level as last year same period. Changes in direct production costs came from a combination of changes in prices and in treated volumes that affected the cost of goods sold together with the following additional factors: Other costs of goods sold (staff costs, depreciation, construction and asphalting services costs and other costs of goods sold) amounted to EUR 3.80 million, having decreased by 10.7% or EUR 0.46 million. The decrease came mostly from costs related to construction and asphalting services and depreciation, balanced by increase of other costs of goods sold. Decrease in construction and asphalting services costs by 79.6% to EUR 0.14 million was related to a decrease in construction and asphalting services revenues mentioned earlier. Other costs of goods sold increase is mainly related to timing of asset maintenance works and higher use of different rental mechanisms. As a result of all above the Group’s gross profit for the 1st quarter of 2017 was EUR 8.21 million, showing a decrease of 1.5% or EUR 0.13 million, compared to the gross profit of EUR 8.34 million for the comparative period of 2016. Administrative and marketing expenses were relatively stable amounting to EUR 1.67 million. The slight increase was related to some increase of the IT purchases and consultation costs. Increase was balanced by lower staff costs due to some vacancies and slightly lower tariff dispute related costs. As a result of the factors listed above the Group’s operating profit for the 1st quarter of 2017 amounted to EUR 6.49 million, being 2.2% or EUR 0.15 million lower than in the corresponding period of 2016. The Group’s operating profit from main business was EUR 6.48 million, being 1.1% or EUR 0.07 million lower compared to 2016. The Group’s net financial income and expenses have resulted a net expense of EUR 0.13 million, compared to net expense of EUR 1.00 million in the 1st quarter of 2016. The decrease was mainly impacted by a positive change in the fair value of the swap contracts year-on-year, worth EUR 0.91 million. The standalone swap agreements have been signed to mitigate the majority of the long term floating interest risk. The interest swap agreements are signed for EUR 75 million and EUR 20 million are still with floating interest rate. At this point in time the estimated fair value of the swap contracts is negative, amounting to EUR 1.07 million. Effective interest rate of loans (incl. swap interests) in the 1st quarter of 2017 was 1.60%, amounting to interest costs of EUR 0.38 million, compared to the effective interest rate of 1.47% and the interest costs of EUR 0.35 million in the 1st quarter of 2016. The Group’s profit before taxes and net profit for the 1st quarter of 2017 were EUR 6.36 million, being 12.8% or EUR 0.72 million higher than for the 1st quarter of 2016. Eliminating the effects of the change in derivatives fair value, the Group’s net profit for the 1st quarter of 2017 would have been EUR 6.11 million, showing a decrease by 3.0% or EUR 0.19 million compared to the relevant period in 2016. In the three months of 2017 the Group invested into fixed assets EUR 2.21 million. As of 31.03.2017, non-current tangible assets amounted to EUR 171.88 million and total non-current assets amounted to EUR 172.70 million (31.03.2016: EUR 163.12 million and EUR 163.91 million respectively). Compared to the year end of 2016 the trade receivables, accrued income and prepaid expenses have shown a decrease in the amount of EUR 0.26 million to EUR 6.91 million. The collection rate of receivables continues to be high, being 99.4% compared to 99.8% in the 1st quarter of 2016. Current liabilities have decreased by EUR 2.23 million to EUR 8.41 million compared to the year end of 2016. Decrease mainly derives from decrease in trade and other payables by EUR 1.90 million and decreased prepayments of connections in construction process by EUR 0.31 million. It is related to decreased construction activities and investments related liabilities. Deferred income from connection fees has grown compared to the end of 2016 by EUR 1.12 million to EUR 18.17 million. The Group’s loan balance has remained stable at EUR 95 million. The weighted average interest risk margin for the total loan facility is 0.95%. The Group has a Total debt to assets level as expected of 56.2%, in range of 55%-65%, reflecting the Group’s equity profile. This level is consistent with the same period in 2016, when the Total debt to assets ratio was also 56.2%. In the 4th quarter of 2011 the Group evaluated and noted an exceptional off-balance sheet contingent liability, which could cause an outflow of economic benefits of up to EUR 36 million. In the 1st quarter of 2017 the Group re-evaluated the liability, which now stands at EUR 43 million (4th quarter of 2016 EUR 43 million), as per note 14 to the accounts. As of 31.March 2017, the cash position of the Group is strong. At the end of March 2017 the cash balance of the Group stood at EUR 38.51 million, which is 17.6% of the total assets (31. March 2016: EUR 44.17 million, forming 20.5% of the total assets). The biggest contribution to the cash flows comes from main operations. During the three months of 2017, the Group generated EUR 7.22 million of cash flows from operating activities, a decrease of EUR 1.54 million compared to the corresponding period in 2016. Underlying operating profit continues to be the main contributor to operating cash flows. In the three months of 2017 the result of net cash flows from investing activities was a cash outflow of EUR 2.27 million, an increase of EUR 0.22 million compared to the cash outflow of EUR 2.05 million in the three months of 2016. This is made up as follows: In the three months of 2017 cash outflow from financing activities amounted to EUR 0.42 million, increasing by EUR 0.07 million compared to the same period in 2016. The change was mainly related to increase in interest payments by EUR 0.06. We believe it is important to treat our employees equally, involve them in the decision-making process and to inform them regularly. We consider the involvement of our staff in the decision-making process instrumental for them to understand and be able to support the Company in its pursuits. Our staff can vary to a large degree in age, nationality, nature of work and in many other aspects. This requires us to be resourceful and flexible in our communication with the staff in order to involve, engage and listen to them. This is done using several opportunities and channels of communication, such as regular staff meetings with the management, information boards, intranet, informative letters, team events and a quarterly internal newsletter. Estonian is not a communication language for quite a number of our staff. Therefore, we organise Estonian classes at the Company’s expense to make the staff, whose mother tongue is not Estonian, also feel as part of our unified team. At the same time, we provide the majority of important information also in Russian. We have described our human resource policies. We follow equality principles in selecting and managing people, which translates into providing, when feasible, equal opportunities to everyone. Understanding and appreciating the diversity of our staff, we ensure, that everyone is treated fairly and equally and they have access to the same opportunities as is reasonable and practicable. We aim to ensure, that no employees are discriminated against due to, but not exclusive to age, gender, religion, cultural or ethnic origin, disability, sexual orientation or marital status. At the end of the 1st quarter of 2017, the total number of employees was 312 compared to 319 at the end of the 1st quarter of 2016. The full time equivalent (FTE) was respectively 303 in 2017 compared to the 307 in 2016. Average number of employees (FTE) during the three months was respectively 301 in 2017 and 310 in 2016. By gender, employee allocation was as follows: The total salary costs were EUR 2.05 million for the 1st quarter of 2017, including EUR 0.08 million paid to Management and Supervisory Council members (excluding social taxes). The off-balance sheet potential salary liability could rise up to EUR 0.08 million should the Council want to replace the current Management Board members. Dividend allocation to the shareholders is recorded as a liability in the financial statement of the Company at the time when the profit allocation and dividend payment is confirmed by the annual general meeting of shareholders. The dividend policy has been related keeping the dividends in real term i.e. dividends amounts have been increased in line with inflation. Every year the Supervisory Board evaluates the proposal of the dividends to be paid out to the shareholders and approves it to be presented to the voting to the Annual General Meeting of shareholders, considering all circumstances. The Annual General Meeting of Shareholders will be held on 01st June 2017. Dividends will be paid out in June 2017. AS Tallinna Vesi is listed on NASDAQ OMX Main Baltic Market with trading code TVEAT and ISIN EE3100026436. As of 31.03.2017, AS Tallinna Vesi shareholders, with a direct holding over 5%, were: During the three months of 2017 the shareholder structure has been relatively stable compared to the end of 2016. At the end of 1st quarter 2017 the pension funds shareholding has stayed the same, being 2.1% of the total shares, compared to the end of 2016. As of 31.03.2017, the closing price of AS Tallinna Vesi share was EUR 14.00, which is 1.4% (2016: 7.2%) higher compared to the closing price of EUR 13.80 at the beginning of the quarter. During the 1st quarter the OMX Tallinn index increased by 4.3% (2016: 8.0%). In the three months of 2017, 1,784 deals with the Company’s shares were concluded (2016: 1,514 deals) during which 246 thousand shares or 1.2% of total shares exchanged their owners (2016: 258 thousand shares or 1.3%). The turnover of the transactions was EUR 0.22 million lower than in 2016, amounting to EUR 3.39 million. As of 31st March 2017, the Group consisted of 2 companies. The subsidiary Watercom OÜ is wholly owned by AS Tallinna Vesi and consolidated to the results of the Company. Supervisory Council plans and organises the management of the Company and supervises the activities of the Management Board. According to AS Tallinna Vesi articles of association Supervisory Council consists of 9 members, who are appointed for two years. There has been no changes in Supervisory Council members in the 1st quarter of 2017. Tallinn City reappointed Mr Toivo Tootsen with the powers of the Supervisory Council Member until 06th April 2019. Supervisory Council has formed three committees to advise Supervisory Council on audit, remuneration and corporate governance matters. More information about the Supervisory Council and committees can be found in the note 12 to the financial statements as well as from the Company’s webpage: Management Board is a governing body, which represents and manages AS Tallinna Vesi in its daily operations in accordance with the legal requirements as well as the Articles of Association. The Management Board must act economically in the most efficient way taking into consideration the interest of the Company and its shareholders and ensure the sustainable development of the Company in accordance with the set objectives and strategy. To ensure that the company’s interests are met in the best way possible, the Management and Supervisory Boards shall extensively collaborate. Meetings of Management and Supervisory Board members are held at least once a quarter. In those meetings the Management Board informs the Supervisory Council about all significant issues in Company’s business operations, the fulfilment of the company’s short and long-term goals are being discussed and the risks impacting them. For every meeting of the Management Board prepares report and submits the report in advance with the sufficient time for the Supervisory Board to study it. According to the Articles of Association the Management Board consists of 2-5 members, who are elected for 3 years. Starting from 2nd of June 2014 there are 3 members of the Management Board of AS Tallinna Vesi: Karl Heino Brookes (Chairman of the Board, with the powers of the Management Board Member until 21st March 2020), Aleksandr Timofejev (with the powers of the Management Board Member until 29th October 2018) and Riina Käi (with the powers of the Management Board Member until 29th October 2018). Additional information on the members of the Management Board can be found from the Company’s website: In May 2014, the Supervisory Council of the Company gave notice of potential international arbitration proceedings against the Republic of Estonia for breaching the undertakings it is required to abide by in the bilateral investment treaty. In October 2014 AS Tallinna Vesi and its shareholder United Utilities (Tallinn) B.V have commenced international arbitration proceedings against the Republic of Estonia for breach of the Agreement on the Encouragement and Reciprocal Protection of Investments between the Kingdom of The Netherlands and the Republic of Estonia. The claim was filed as three years of intensive negotiation to try and reach an amicable settlement that has not happened. The hearings of international arbitration took place in Paris in November 2016 and the decision is expected in 2017. Additional details related with the claim can be found via the following links: The Company will keep the investment community informed of all relevant developments of the tariff dispute, both locally as well as internationally. AS Tallinna Vesi has published all relevant materials on its website (http://www.tallinnavesi.ee/en/Investor/Regulation and https://www.tallinnavesi.ee/en/investor/stock-announcements) and to the Tallinn Stock Exchange. At this point in time the Company will not speculate on future developments and possible outcomes or timing of the proceedings.