Regulatory News:
United Company RUSAL Plc (Paris:RUSAL) (Paris:RUAL) :
Pursuant to Chapter 38 of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, the
Securities and Futures Commission regulates United Company RUSAL
Plc in relation to the listing of its shares on The Stock Exchange
of Hong Kong Limited. The Securities and Futures Commission takes
no responsibility for the contents of this announcement, makes no
representation as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of
this announcement.
UNITED COMPANY RUSAL PLC(Incorporated
under the laws of Jersey with limited liability)(Stock Code:
486)
CONTINUING CONNECTED
TRANSACTIONSTRANSPORTATION CONTRACT
Reference is made to the announcements of the Company dated
14 January 2015 and 22 January 2015 in relation to certain
continuing connected transactions regarding the series of
transportation contracts between members of the Group and the
associates of En+, pursuant to which the associates of En+ agreed
to provide transportation services to members of the Group.
THE NEW 2015 TRANSPORTATION CONTRACT
The Company announces that, on 27 January 2015, a transportation
contract was entered into between a member of the Group and an
associate of En+, pursuant to which the associate of En+ agreed to
provide transportation services to a member of the Group (the
“New 2015 Transportation Contract”) with major terms set out
below:
Date of contract Customer (member of the Group)
Service provider (associate of En+) Transportation services
Estimated consideration payable for the year ending31
December 2015, excluding VAT (USD) Scheduled termination
date Payment terms 27 January 2015 Limited Liability
Company «Russian Engineering Company» (Branch in Krasnoyarsk)
KraMZ-Auto Motor transportation services, including
vehicles for transporting goods, freight and lifting.
42,935(Note 1) 31 December 2015 Payment is to be made
by two installments for each month. The first 50% of every invoiced
amount is to be paid by the 15th day of the month following the
month in which transportation services were provided, the remaining
50% is to be paid by the 30th day of the month following the month
in which transportation services were provided.
Note:
1. The service fee is calculated by multiplying the hourly rate
for using one vehicle (which ranges from approximately USD21 to
USD27 (depending on the type of vehicles)) by the number of hours
for the usage for each type of vehicles (which ranges from 24 hours
to 96 hours for 2015).
The consideration under the New 2015 Transportation Contract is
to be paid in cash via wire transfer.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions contemplated under the New 2015
Transportation Contract and under the 2015 Transportation Contracts
should be aggregated, as they were entered into by members of the
Group with the associates of En+, and the subject matter of each
contract relates to the provision of transportation services by the
associates of En+ to the Group.
The annual aggregate transaction amounts that are payable by the
Group to the associates of En+ under the 2015 Transportation
Contracts and under the New 2015 Transportation Contract for the
financial year ending 31 December 2015 is estimated to be
approximately USD18.216 million.
The Company invited several organizations to take part in the
tender in relation to the relevant required transportation services
and chose the one offering the best terms and conditions (taking
into account the price and quality offered by those service
providers) and then entered into contracts with the chosen service
provider. Accordingly, the New 2015 Transportation Contract was
entered into.
The contract price under the New 2015 Transportation Contract
has been arrived at after arm’s length negotiation with reference
to the market price and on terms no less favourable than those
prevailing in the Russian market for transportation services of the
same type and quality and those offered by the associates of En+ to
independent third parties. The annual aggregate transaction amount
is derived from the total contract price under the New 2015
Transportation Contract, which was based on the need of
transportation services by the Group for the relevant year.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The New 2015 Transportation Contract is entered into for the
purpose of transporting the personnel, goods and cargoes of the
Group. The Company considers that the transactions contemplated
under the New 2015 Transportation Contract are for the benefit of
the Company, as the services provided are required in the
production process of the Group and KraMZ-Auto offered a
competitive price.
The Directors (including the independent non-executive
Directors) consider that the New 2015 Transportation Contract is on
normal commercial terms which are fair and reasonable and the
transactions contemplated under the New 2015 Transportation
Contract are in the ordinary and usual course of business of the
Group and in the interests of the Company and its shareholders as a
whole.
None of the Directors has a material interest in the
transactions contemplated under the New 2015 Transportation
Contract, save for Mr. Deripaska, Mr. Vladislav Soloviev, Mr. Maxim
Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova, who are
directors of En+, being the holding company of KraMZ-Auto. Mr.
Deripaska is also indirectly interested in more than 50% of the
issued share capital of En+. Accordingly, Mr. Deripaska, Mr.
Vladislav Soloviev, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms.
Gulzhan Moldazhanova did not vote on the Board resolutions
approving the New 2015 Transportation Contract.
LISTING RULES IMPLICATIONS
KraMZ-Auto is an indirectly subsidiary of En+, and is therefore
an associate of En+ which is a substantial shareholder of the
Company. Accordingly, KraMZ-Auto is a connected person of the
Company under the Listing Rules.
Accordingly, the transactions contemplated under the New 2015
Transportation Contract constitute continuing connected
transactions of the Company.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the 2015 Transportation
Contracts and the New 2015 Transportation Contract for the
financial year ending 31 December 2015 is more than 0.1% but less
than 5% under the applicable percentage ratios. Accordingly,
pursuant to Rule 14A.76 of the Listing Rules, the transactions
contemplated under these contracts are only subject to the
announcement requirements set out in Rules 14A.35 and 14A.68, the
annual review requirements set out in Rules 14A.49, 14A.55 to
14A.59, 14A.71 and 14A.72 and the requirements set out in Rules
14A.34 and 14A.50 to 14A.54 of the Listing Rules. These
transactions are exempt from the circular and shareholders’
approval requirements under Chapter 14A of the Listing Rules.
Details of the 2015 Transportation Contracts and the New 2015
Transportation Contract will be included in the relevant annual
report and accounts of the Company in accordance with Rule 14A.71
of the Listing Rules where appropriate.
PRINCIPAL BUSINESS ACTIVITIES
The Company is principally engaged in the production of
aluminium and alumina. The Company’s assets include bauxite and
nepheline ore mines, alumina refineries, aluminium smelters,
casthouse business for alloys production, aluminium foil mills and
production of aluminium packaging materials as well as
power-generating assets.
KraMZ-Auto is principally engaged in the provision of
transportation services.
DEFINITIONS
In this announcement, the following expressions have the
following meanings, unless the context otherwise requires:
“associate(s)” has the same meaning ascribed thereto under
the Listing Rules. “Board” the board of Directors.
“Company” United Company RUSAL Plc, a limited liability company
incorporated in Jersey, the shares of which are listed on the main
board of the Stock Exchange. “connected person(s)” has the
same meaning ascribed thereto under the Listing Rules.
“continuing connected transactions” has the same meaning ascribed
thereto under the Listing Rules. “Director(s)” the
director(s) of the Company. “En+” En+ Group Limited, a
company incorporated in Jersey, a substantial shareholder of the
Company. “Group” the Company and its subsidiaries.
“KraMZ-Auto” KraMZ-Auto Limited Liability Company, an indirect
subsidiary of En+. “Listing Rules” the Rules Governing the
Listing of Securities on the Stock Exchange. “Mr. Deripaska”
Mr. Oleg Deripaska, an executive Director. “percentage
ratios” the percentage ratios under Rule 14.07 of the Listing
Rules. “Stock Exchange” The Stock Exchange of Hong Kong
Limited. “substantial shareholder” has the same meaning
ascribed thereto under the Listing Rules. “the 2015
Transportation Contracts” the series of transportation contracts
between members of the Group and the associates of En+, pursuant to
which the associates of En+ agreed to provide transportation
services to members of the Group, as disclosed in the announcements
of the Company dated 14 January 2015 and 22 January 2015.
“USD” United States dollars, the lawful currency of the United
States of America. “VAT” value added tax By Order of the
Board of Directors of
United Company RUSAL PlcAby Wong Po
YingCompany Secretary
28 January 2015
As at the date of this announcement, the
executive Directors are Mr. Oleg Deripaska, Ms. Vera Kurochkina,
Mr. Vladislav Soloviev and Mr. Stalbek Mishakov, the non-executive
Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr. Len
Blavatnik, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan
Moldazhanova, Mr. Daniel Lesin Wolfe, Ms. Olga Mashkovskaya and Ms.
Ekaterina Nikitina, and the independent non-executive Directors are
Mr. Matthias Warnig (Chairman), Dr. Peter Nigel Kenny, Mr. Philip
Lader, Ms. Elsie Leung Oi-sie and Mr. Mark Garber.
All announcements and press releases published by the Company
are available on its website under the links
http://www.rusal.ru/en/investors/info.aspx and
http://www.rusal.ru/en/press-center/press-releases.aspx,
respectively.
United Company RUSAL Plc