Regulatory News:
United Company RUSAL Plc (Paris:RUSAL) (Paris:RUAL) :
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, make no representation as to its accuracy or
completeness and expressly disclaim 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 CONTRACTS
Reference is made to the announcements of the Company dated
14 January 2015, 22 January 2015, 28 January 2015 and 30 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 OVE AMENDMENT CONTRACT
Reference is made to the transportation contract dated 29
December 2014 as disclosed in the announcement of the Company dated
14 January 2015 which was entered into between OJSC “RUSAL
SAYANAL”, a member of the Group, as customer, and OVE, an associate
of En+, as service provider, pursuant to which OVE agreed to
provide cargo transportation services to OJSC “RUSAL SAYANAL” (the
“OVE Transportation Contract”).
The Company announces that, on 30 March 2015, a contract
amending the OVE Transportation Contract was entered into between
OJSC “RUSAL SAYANAL” and OVE (the “OVE Amendment Contract”)
pursuant to which the estimated consideration under the OVE
Transportation Contract will be increased by USD1,348 to USD39,410
and the term of the OVE Transportation Contract may be extended for
next calendar year if neither party declares its intention to
terminate the contract in writing at least one month prior to the
expiry of the OVE Transportation Contract. Other terms under the
OVE Transportation Contract remain unchanged.
The increase in the estimated consideration is a result of the
increase in the cost of each wagon caused by the increase in tariff
for transportation of goods (from USD0.04 to USD0.05 per ton of
goods per 1 kilometer) and the change in exchange rate.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions contemplated under the OVE Transportation
Contract (as amended) and 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 OVE Transportation
Contract (as amended) and the 2015 Transportation Contracts for the
financial year ending 31 December 2015 is estimated to be
approximately USD19.066 million.
OVE owns the only railway track section which is required for
the transportation services. Accordingly, the OVE Transportation
Contract (as amended) was entered into.
The contract price under the OVE Transportation Contract (as
amended) 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 OVE
Transportation Contract (as amended), which was based on the need
of transportation services by the Group for the relevant year.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The OVE Transportation Contract (as amended) is entered into for
the purpose of transporting the cargoes of the Group. The Company
considers that the transactions contemplated under the OVE
Transportation Contract (as amended) are for the benefit of the
Company, as the services provided are required in the production
process of the Group and OVE offered a competitive price.
The Directors (including the independent non-executive
Directors) consider that the OVE Transportation Contract (as
amended) is on normal commercial terms which are fair and
reasonable and the transactions contemplated under the OVE
Transportation Contract (as amended) 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 OVE Transportation Contract (as
amended), 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 OVE. 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 resolution approving the OVE Amendment
Contract and the OVE Transportation Contract.
LISTING RULES IMPLICATIONS
OVE is an indirectly subsidiary of En+ and is therefore an
associate of En+ which is a substantial shareholder of the Company.
Accordingly, OVE is a connected person of the Company under the
Listing Rules.
Accordingly, the transactions contemplated under the OVE
Transportation Contract (as amended) constitute continuing
connected transactions of the Company.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the OVE Transportation
Contract (as amended) and the 2015 Transportation Contracts 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 OVE Transportation Contract (as amended) and the
2015 Transportation Contracts 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.
OVE is principally engaged in the provision of transportation
services and railway transport.
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.
“Listing Rules” the Rules Governing the Listing of Securities on
the Stock Exchange. “Mr. Deripaska” Mr. Oleg Deripaska, an
executive Director. “OVE” OJSC Otdeleniye Vremennoy
Expluatasii, an indirect subsidiary of En+. “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, 22 January 2015, 28 January
2015 and 30 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
31 March 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