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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 TRANSACTIONS REPAIR
SERVICES
Reference is made to the announcements of the Company dated 2
July 2015, 24 January 2017, 2 February 2017, 28 February 2017, 19
April 2017 and 25 April 2017 in relation to the Previously
Disclosed Repair Services Contracts.
The Company announces that a member of the Group entered into an
additional agreement with an associate of En+, pursuant to which
the associate of En+ agreed to provide repair services to the
member of the Group.
THE REPAIR SERVICES CONTRACTS
Reference is made to the announcements of the Company dated 2
July 2015, 24 January 2017, 2 February 2017, 28 February 2017, 19
April 2017 and 25 April 2017 in relation to the Previously
Disclosed Repair Services Contracts.
The Company announces that a member of the Group entered into an
additional agreement with an associate of En+, pursuant to which
the associate of En+ agreed to provide repair services to the
member of the Group (the “Additional Agreement to the
Repair Services Contract”), details of which are set out
below.
No.
Date of the additional
agreement
Customer
(member of the Group)
Contractor
(associate of En+)
Term of the additional
agreement
Repair services
Estimated
consideration
payable for the year ending 31
December 2017
excluding VAT (USD)
Payment terms
1.
Additional agreement
dated 22 May
2017 to the
contract dated 10 January
2017
Public Joint Stock
Company “RUSAL
Bratsk
Aluminium Smelter”
Joint-Stock Company “Irkutskenergoremont” Up to
31 December
2017
Production equipment maintenance and repair works 32,245 (Note 1)
Within 40
calendar days
after the signing of the Performed Works
Certificate based on the
invoice
Total
estimated
consideration payable for
the year 2017
32,245
Note:
1. The estimated consideration payable is calculated on the
basis of labour cost which ranges from USD3.38 to USD3.99 per hour
(excluding VAT).
The consideration under the Additional Agreement to the Repair
Services Contract is to be paid in cash via wire transfer or by way
of set-off.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract price payable under the Additional Agreement to the
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
Additional Agreement to the Repair Services Contract is the price
of contract offered by the associates 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, quality
offered by the contractor and availability of professionals with
the required skill and experience) and then entered into the
additional agreement with the chosen contractor.
Based on the terms of the Additional Agreement to the 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 USD13.026
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 Additional Agreement
to the 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 Additional Agreement to the
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 Additional Agreement to the 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 Additional Agreement to the
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 Additional Agreement to the
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 Joint-Stock Company
“Irkutskenergoremont”. 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 Additional Agreement to the Repair Services Contract.
LISTING RULES IMPLICATIONS
Joint-Stock Company “Irkutskenergoremont” is directly or
indirectly 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 Additional Agreement to
the 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 Additional Agreement to the 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.
Joint-Stock Company “Irkutskenergoremont” is principally engaged
in activities for supporting of operability of thermal power
plants.
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, 19
April 2017
and 25 April 2017.
February 2017, 28 February 2017, 19 April 2017 and 25 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 Plc
Aby Wong Po Ying
Company Secretary
23 May 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/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/20170522005975/en/
United Company RUSAL Plc