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
TRANSACTIONSREPAIR SERVICES
Reference is made to the announcements of
the Company dated 2 July 2015, 24 January 2017, 2 February 2017, 28
February 2017 and 19 April 2017 in relation to the Previously
Disclosed Repair Services Contracts.
The Company announces that on 24 April
2017, a member of the Group entered into a contract with an
associate of En+, pursuant to which the associate of En+ agreed to
provide repair services to the member of the Group.
THE NEW REPAIR SERVICES CONTRACT
Reference is made to the announcements of the Company dated 2
July 2015, 24 January 2017, 2 February 2017, 28 February 2017 and
19 April 2017 in relation to the Previously Disclosed Repair
Services Contracts.
The Company announces that on 24 April 2017, a member of the
Group entered into a contract with an associate of En+, pursuant to
which the associate of En+ agreed to provide repair services to the
member of the Group (the “New Repair Services Contract”),
details of which are set out below.
No. Date of contract Customer
(member of the Group) Contractor (associate of
En+) Term of contract Repair
services Estimated consideration payable for the year
ending 31 December 2017 excluding VAT (USD) Payment
terms 1 Contract dated 24 April 2017
Joint Stock Company “RUSAL Sayanogorsk Smelter” JSC
“Baikalenergo” Up to 31 December 2017 Providing
monthly service to the external heat networks and industrial plant
wiring at АО “RUSAL Sayanogorsk” 93,376 Payment
within 60 calendar days after receipt of the original invoices
corresponding to the certificates of acceptance signed by both
parties
Total estimated
consideration payable for the year 2017
93,376
The consideration under the New Repair Services Contract is to
be paid in cash via wire transfer or set-off of counter
obligations.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract price payable under the New Repair Services
Contract has been determined with reference to the market price and
on terms no less favourable than those prevailing in the Russian
market for repair services of the same type and quality and those
offered by the associates of En+ to independent third parties. The
basis of calculation of payments under the New Repair Services
Contract is the price of contract offered by the associate of En+
which is based on the estimated costs (including labour costs and
the necessary materials) for the relevant repair works. The Company
invited several organizations to take part in the tender in
relation to the required repair services and chose the contractor
offering the best terms and conditions (taking into account the
price and availability of professionals with the required skill and
experience) and then entered into the contract/additional agreement
with the chosen contractor.
Based on the terms of the New Repair Services Contract and the
Previously Disclosed Repair Services Contracts, the annual
aggregate transaction amount that is payable by the Group to the
associates of En+ for the financial year ending 31 December 2017 is
estimated to be approximately USD12.993 million.
The annual aggregate transaction amount is estimated by the
Directors based on the amount of repair services to be received and
the contract price.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions contemplated under the New Repair Services
Contract and the Previously Disclosed Repair Services Contracts
should be aggregated, as they were entered into by the Group with
the associates of the same group of connected persons who are
parties connected or otherwise associated with one another, and the
subject matter of each of the contracts relates to the receipt of
repair and maintenance services by members of the Group.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the New Repair Services Contract is
for the benefit of the Company, as the contractor offered a
competitive price.
The Directors (including the independent non-executive
Directors) consider that the New Repair Services Contract has been
negotiated on an arm’s length basis and on normal commercial terms
which are fair and reasonable and the transactions contemplated
under the New Repair Services 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 Repair Services Contract,
save for Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and
Ms. Gulzhan Moldazhanova, who are directors of En+, being the
holding company of JSC “Baikalenergo”. Mr. Deripaska is also
indirectly interested in more than 50% of the issued share capital
of En+. Accordingly, Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga
Mashkovskaya and Ms. Gulzhan Moldazhanova did not vote on the Board
resolution approving the New Repair Services Contract.
LISTING RULES IMPLICATIONS
JSC “Baikalenergo” is held by En+ as to more than 30% of the
issued share capital and is therefore an associate of En+ which is
a substantial shareholder of the Company and thus is a connected
person of the Company under the Listing Rules.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the New Repair Services
Contract and the Previously Disclosed Repair Services Contracts for
the financial year ending 31 December 2017 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 the independent
shareholders’ approval requirements under Chapter 14A of the
Listing Rules.
Details of the New Repair Services Contract and the Previously
Disclosed Repair Services 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 and sale of
aluminium, including alloys and value-added products, and
alumina.
JSC “Baikalenergo” is principally engaged in generating heat and
electricity, the production, transmission and distribution of steam
and hot water (thermal energy), and activities for supporting of
operability of thermal networks.
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. “percentage ratios” the percentage
ratios under Rule 14.07 of the Listing Rules. “Previously
Disclosed Repair Services Contracts” the repair services contracts
between members of the Group and associates of En+, pursuant to
which the associates of En+ agreed to provide repair services to
members of the Group during the year 2017, as disclosed in the
announcements of the Company dated 2 July 2015, 24 January 2017, 2
February 2017, 28 February 2017 and 19 April 2017. “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
25 April 2017
As at the date of this announcement, the executive Directors are
Mr. Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Siegfried Wolf,
the non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry
Afanasiev, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan
Moldazhanova, Mr. Daniel Lesin Wolfe, Ms. Olga Mashkovskaya, Ms.
Ekaterina Nikitina and Mr. Marco Musetti, and the independent
non-executive Directors are Mr. Matthias Warnig (Chairman), Mr.
Philip Lader, Dr. Elsie Leung Oi-sie, Mr. Mark Garber, Mr. Dmitry
Vasiliev and Mr. Bernard Zonneveld.
All announcements and press releases published by the Company
are available on its website under the links
http://www.rusal.ru/en/investors/hkse/,
http://rusal.ru/investors/info/moex/ and
http://www.rusal.ru/en/press-center/press-releases.aspx,
respectively.
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United Company RUSAL Plc