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UNITED COMPANY RUSAL PLC (Paris:RUSAL)
(Paris:RUAL)(Incorporated under the laws of Jersey with limited
liability)(Stock Code: 486)
CONTINUING CONNECTED
TRANSACTIONSPURCHASE OF VEHICLES
The Company announces that on 2 September 2015, members of the
Group, as buyers, entered into the New 2015 Purchase of Vehicles
Contracts with associates of Mr. Deripaska.
Reference is made to the announcements of the Company dated 26
November 2014, 19 March 2015 and 9 July 2015 in relation to the
continuing connected transactions regarding the purchase of
railcars, vehicle and spare parts from an associate of Mr.
Deripaska.
THE NEW 2015 PURCHASE OF VEHICLES CONTRACTS
The Company announces that, on 2 September 2015, the following
contracts were entered into between members of the Group, as
buyers, and associates of Mr. Deripaska, as sellers, pursuant to
which associates of Mr. Deripaska agreed to sell vehicles to
members of the Group for the year ending 31 December 2015 (the
“New 2015 Purchase of Vehicles Contracts”) with major terms
set out below:
Date of contract
Buyer (member of the
Group)
Seller (associate of
Mr. Deripaska)
Subject matter
Estimated consideration
payable for the year ending 31 December 2015,
excluding VAT (USD)
Scheduled termination
date
Payment terms
2 September 2015 RUSAL Trans LLC OJSC Ruzhimmash
Develop, construct and deliver railcars 2015-40 railcars;
2016-60 railcars 4,157,674 (2016: 6,236,512) Cost of
research and development: 496,540 31 December 2016 (subject
to extension of one year upon both parties’ consent) 100%
pre-paid in 2015 2 September 2015 RUSAL Trans LLC
OJSC Ruzhimmash 2015-60 railcars; 2016-140 railcars
6,236,500 (2016: 14,551,835) 31 December 2016 (subject to
extension of one year upon both parties’ consent) 100%
pre-paid 2 September 2015 «Compagnie des Bauxites de Kindia»
S.A. (“
Compagnie des Bauxites de Kindia”) “Russian
Buses — GAZ Group” LLC (“
GAZ”) 6 buses 240,000
31 December 2015 50% of total value of the agreement
as advance payment shall be paid within 15 days from the date of
invoice, and the balance payment shall be paid within 15 days from
the date of receiving of notification regarding the readiness of
goods for shipping. 2 September 2015 Compagnie de Bauxite et
d’Alumine de Dian-Dian S.A. GAZ 5 buses
200,000 31 December 2015 50% of total value of the
agreement as advance payment shall be paid within 15 days from the
date of invoice, and the balance payment shall be paid within 15
days from the date of receiving of notification regarding the
readiness of goods for shipping.
Total estimated consideration
payable for the year:
11,330,714 (2016:20,788,347)
The consideration under each of the New 2015 Purchase of
Vehicles Contracts 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 Purchase of
Vehicles Contracts and the Previously Disclosed 2015 Purchase of
Vehicles Contracts should be aggregated, as they were entered into
by members of the Group with the associates of Mr. Deripaska, and
the subject matter of each contract relates to the purchase of
vehicles/spare parts from the associates of Mr. Deripaska by the
Group for the year ending 31 December 2015.
The annual aggregate transaction amounts that are payable by the
Group to the associates of Mr. Deripaska under the New 2015
Purchase of Vehicles Contracts and the Previously Disclosed 2015
Purchase of Vehicles Contracts for the financial year ending 31
December 2015 is estimated to be approximately USD36.67 million and
for the financial year ending 31 December 2016 is estimated to be
approximately USD20.79 million.
The Company invited several organizations to take part in the
tender in relation to the relevant subject matters and chose the
contractor offering the best terms and conditions (taking into
account the price and quality offered by those participants of the
tender) and then entered into contracts with the chosen sellers.
Accordingly, the New 2015 Purchase of Vehicles Contracts were
entered into.
The contract price under each of the New 2015 Purchase of
Vehicles Contracts 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
railcars/buses of the same type and quality and those offered by
the associates of Mr. Deripaska to independent third parties. The
basis of calculation of payments under the New 2015 Purchase of
Vehicles Contracts is as follows:
Railcar approximately USD103,941 per railcar; cost of
research and development of railcars: approximately USD496,540
Bus USD40,000 per bus based on terms CIF- Conakry
The annual aggregate transaction amount is derived from the
total contract price under the New 2015 Purchase of Vehicles
Contracts, which was based on the amount of vehicles to be supplied
and their contract price.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The New 2015 Purchase of Vehicles Contracts are entered into for
the purpose of acquiring buses for the transportation of employees
and acquiring railcars for liquid coal tar transportation. The
Company considers that the transactions contemplated under the New
2015 Purchase of Vehicles Contracts are for the benefit of the
Company, as each of GAZ and OJSC Ruzhimmash offered the
buses/railcars to the Group at a competitive price and the quality
of the buses/railcars satisfies the requirement of the Group.
The Directors (including the independent non-executive
Directors) consider that the New 2015 Purchase of Vehicles
Contracts are on normal commercial terms which are fair and
reasonable and the transactions contemplated under the New 2015
Purchase of Vehicles Contracts 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 Purchase of Vehicles
Contracts, save for (i) Mr. Deripaska, who is a director of Basic
Element and is interested in more than 50% of the issued share
capital of Basic Element; (ii) Ms. Gulzhan Moldazhanova, who is a
director of Basic Element; and (iii) Ms. Olga Mashkovskaya, who is
a deputy chief executive officer for finance of Basic Element.
Basic Element is the holding company of GAZ and OJSC Ruzhimmash.
Accordingly, Mr. Deripaska, Ms. Gulzhan Moldazhanova and Ms. Olga
Mashkovskaya did not vote on the Board resolutions approving the
New 2015 Purchase of Vehicles Contracts.
LISTING RULES IMPLICATIONS
Each of GAZ and OJSC Ruzhimmash is held by Basic Element as to
more than 30% of the issued share capital. Basic Element is in turn
held by Mr. Deripaska (an executive Director) as to more than 50%
of the issued share capital. Accordingly, each of GAZ and OJSC
Ruzhimmash is an associate of Mr. Deripaska and is thus a connected
person of the Company under the Listing Rules and the transactions
contemplated under the New 2015 Purchase of Vehicles Contracts
constitute continuing connected transactions of the Company.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the New 2015 Purchase of
Vehicles Contracts and the Previously Disclosed 2015 Purchase of
Vehicles 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 New 2015 Purchase of Vehicles Contracts and the
Previously Disclosed 2015 Purchase of Vehicles 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.
GAZ is principally engaged in selling automotive equipment and
spare parts.
OJSC Ruzhimmash is principally engaged in the development,
production and sales of freight rolling stock for railway transport
and its repair.
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. “Basic Element” Basic Element
Limited, a company incorporated in Jersey. “Board” the board of
Directors. “CIF” one of the Incoterms - Cost, Insurance and Freight
(named port of destination), generally meaning the seller must pay
the costs, insurance and freight to bring the goods to the port of
destination. “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. “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 Purchase of Vehicles Contracts” the
agreements between members of the Group and the associates of Mr.
Deripaska, pursuant to which the associates of Mr. Deripaska agreed
to sell vehicles/spare parts to members of the Group in 2015, as
disclosed in the announcements of the Company dated 26 November
2014, 19 March 2015 and 9 July 2015. “Stock Exchange” The Stock
Exchange of Hong Kong Limited. “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
4 September 2015
As at the date of this announcement, the executive Directors are
Mr. Oleg Deripaska, 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 and Mr. Dmitry Vasiliev.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20150903005973/en/
United Company RUSAL Plc