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 TRANSACTIONSSALE
OF RAW MATERIALS
Reference is made to the announcements of the Company dated
23 December 2014, 14 January 2015, 20 January 2015 and 9 February
2015 in relation to certain continuing connected transactions
regarding the supply of raw materials by members of the Group, as
sellers, to associates of Mr. Deripaska/En+, as buyers.
COAL SWEEPINGS SUPPLY CONTRACT
The Company announces that, on 1 April 2015, CJSC “Kremniy”, a
member of the Group, as seller, entered into a contract with OJSC
Irkutskenergo, an associate of Mr. Deripaska/En+, as buyer,
pursuant to which CJSC “Kremniy” agreed to sell and OJSC
Irkutskenergo agreed to purchase coal sweepings in the estimated
amount of 2,145 tons for the year ending 31 December 2015 at the
estimated total consideration of approximately USD8,580 (the
“Coal Sweepings Supply Contract”).
The consideration under the Coal Sweepings Supply Contract is to
be satisfied in cash via wire transfer and is to be paid within 10
days from the date of shipment. The scheduled termination date is
31 December 2015. The contract may be extended for one year if
neither party declares its intention to terminate the contract in
writing.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions under the Coal Sweepings Supply Contract and
the Previously Disclosed 2015 Raw Materials Supply Contracts are
required to be aggregated together, as they were entered into by
the Group with the associates of the same connected persons or with
parties connected or otherwise associated with one another, and the
subject matter of each of the contracts relates to the supply of
raw materials by the Group.
The annual aggregate transaction amount payable under Coal
Sweepings Supply Contract and the Previously Disclosed 2015 Raw
Materials Supply Contracts is estimated to be approximately
USD30.72 million for the year ending 31 December 2015.
The consideration payable under the Coal Sweepings Supply
Contract is calculated by multiplying the unit price by the volume.
The approximate unit price of the coal sweepings is USD4 per
ton.
The consideration payable under the under the Coal Sweepings
Supply Contract has been arrived at after arm’s length negotiation
by reference to market price and on terms no less favourable than
those prevailing in the Russian market for raw materials of the
same type and quality and those offered by members of the Group to
independent third parties customers. The annual aggregate amount is
the maximum amount of consideration payable under the terms of the
Coal Sweepings Supply Contract and the Previously Disclosed 2015
Raw Materials Supply Contracts based on the delivery volume for the
year ending 31 December 2015 estimated by Directors and the demand
from the buyers.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the entering into of the Coal
Sweepings Supply Contract is for the benefit of the Company as
there is a lack of storage area for this kind of raw materials
within the Group and the market demand for coal sweepings is low
while OJSC Irkutskenergo is ready to buy the coal sweepings from
CJSC “Kremniy”.
The Directors (including the independent non-executive
Directors) consider that the Coal Sweepings Supply Contract has
been negotiated on an arm’s length basis and on normal commercial
terms which are fair and reasonable and the transactions
contemplated thereunder 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 Coal Sweepings Supply 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 OJSC Irkutskenergo.
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 Coal Sweepings Supply
Contract with OJSC Irkutskenergo.
LISTING RULES IMPLICATIONS
OJSC Irkutskenergo is held by En+ (a substantial shareholder of
the Company) as to more than 30% of the issued share capital. En+
is in turn held by Mr. Deripaska as to more than 50% of the issued
share capital. OJSC Irkutskenergo is therefore an associate of Mr.
Deripaska and of En+ and is thus a connected person of the
Company.
Accordingly, the transactions contemplated under the Coal
Sweepings Supply Contract constitute continuing connected
transactions of the Company.
The estimated annual aggregate transaction amount for the
financial year ending 31 December 2015 of the continuing connected
transactions under the Coal Sweepings Supply Contract and the
Previously Disclosed 2015 Raw Materials Supply Contracts 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 Coal Sweepings Supply Contract and the Previously
Disclosed 2015 Raw Materials Supply Contracts will be included in
the next 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.
OJSC Irkutskenergo is principally engaged in the power
generation. Power generation base of OJSC Irkutskenergo comprises
various hydro- and thermal power plants and heat transmission
networks.
DEFINITIONS
In this announcement, the following expressions have the
following meanings, unless the context otherwise requires:
“associate” has the same meaning ascribed
thereto under the Listing Rules “Board” the board of
Directors of the Company “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” has the same meaning ascribed thereto under the
Listing Rules “continuing connected transaction(s)” 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 (as defined in the Listing Rules) 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
“percentage ratios” the percentage ratios under Rule 14.07
of the Listing Rules “Previously Disclosed 2015 Raw
Materials Supply Contracts” the raw materials supply contracts
pursuant to which members of the Group were the sellers and the
associates of Mr. Deripaska/En+ were the buyers in relation to the
financial year ending 31 December 2015, as disclosed in the
announcements of the Company dated 23 December 2014, 14 January
2015, 20 January 2015 and 9 February 2015 “Stock Exchange”
The Stock Exchange of Hong Kong Limited “substantial
shareholder” has the same meaning ascribed thereto under the
Listing Rules “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
2 April 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,
http://rusal.ru/investors/info/moex/ and
http://www.rusal.ru/en/press-center/press- releases.aspx,
respectively.
United Company RUSAL Plc