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)
INSIDE INFORMATIONREFINANCING
FACILITY
This announcement is made by the Company pursuant to Rule 13.09
of the Listing Rules and the Inside Information Provisions under
Part XIVA of the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong).
References are made to the previous announcements of the Company
in relation to the USD4.75 Billion PXF, the USD400 Million PXF, the
Amendment Agreement combining the USD4.75 Billion PXF and USD400
Million PXF into the Combined PXF Facility, the approvals by all
its lenders under the Amendment Agreement, the effectiveness of the
Amendment Agreement, and various other announcements in relation
to, amongst others, the Combined PXF Facility.
The Company is pleased to announce that the new 2017 Pre-export
Finance Term Facility Agreement between, among others, the Company
as borrower, ING Bank N.V. as facility agent and security agent,
and the Lenders as defined therein for an amount of up to
USD2,000,000,000 (“PXF 2017”), was signed by the Company on
24 May 2017. The key terms and conditions of the PXF 2017 are
described below.
(a) Borrower
The Company.
(b) Guarantors
Each of PJSC “RUSAL Bratsk Aluminium Smelter”, JSC “RUSAL
Krasnoyarsk Aluminium Smelter”, JSC “RUSAL Novokuznetsk Aluminium
Smelter”, JSC “RUSAL Sayanogorsk Aluminium Smelter”, JSC
“Siberian-Urals Aluminium Company”, RS International GmbH, RTI
Limited, RUSAL Marketing GmbH, JSC “Russian Aluminium” and JSC
“United Company RUSAL — Trading House” (each being a wholly-owned
subsidiary of the Company) will provide a joint and several
guarantee in respect of the Company’s obligations under the PXF
2017.
(c) Amount
USD 1.7 billion.
(d) Use of proceeds
The proceeds of the PXF 2017 will be used primarily for the
purpose of refinancing the outstanding balance under the Combined
PXF Facility. Any proceeds not used for refinancing the Combined
PXF Facility shall be applied towards refinancing of other
indebtedness of the Company or any other member of the Group.
(e) Interest
The aggregate of:
(i) 3.00% per annum; and
(ii) 3 month LIBOR (if the rate is less than zero, this shall be
deemed to be zero).
(f) Final maturity date and repayment
schedule
The final maturity date will fall on the 60th calendar month,
and quarterly repayments will start from the 27th calendar month
after utilisation.
(g) Covenant package
In view of the improved financial condition of the Company, the
covenant package was revised and certain restrictions were removed,
as described in more detail below.
For the purposes of calculating the leverage ratio (as defined
in PXF 2017), in view of the security given over certain NN Shares
securing the relevant indebtedness of the Group, the amount of such
secured indebtedness (or, if lower, the value of the NN Shares
securing such indebtedness) is excluded from the total net debt (as
defined in PXF 2017). Consequently, the Group’s EBITDA is net of
the impact of NN shareholding (i.e. excludes dividends paid on any
of the NN Shares). The leverage ratio is, thus, tested on the basis
of the Group’s core operations.
The dividend covenant was revised to allow the Company to pay
dividends to its shareholders in an amount not exceeding 15% of the
Group’s covenant EBITDA (as defined in PXF 2017, and includes for
this purpose dividends paid on NN Shares) subject to certain
conditions. This is in line with the dividend policy approved by
the Board in August 2015. The key conditions of dividend payments
include positive cash flow, a certain liquidity minimum being
maintained, the leverage ratio on a pro forma basis being not more
than 3:1 and no defaults outstanding or occurring as a result of
dividend payments.
Certain components of the security package, including cash
sweep, cash pooling arrangements, other additional restrictions and
additional security implemented in 2014 were terminated.
DEFINITIONS
In this announcement, the following expressions have the
following meanings, unless the context otherwise requires:
“Amendment Agreement” the agreement dated 18 August 2014
pursuant to which the USD4.75 Billion PXF and the USD400 Million
PXF are combined into a single facility agreement. “Board”
the Board of Directors. “Combined PXF Facility” the combined
facility of USD4.75 Billion PXF and USD400 Million PXF.
“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. “Director(s)” the director(s)
of the Company. “Group” the Company and its subsidiaries.
“LIBOR” London Interbank Offered Rate. “Lenders” has
the meaning given to it in the PXF 2017. “Listing Rules” the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited. “NN Shares”
shares in (or American depositary receipts
issued by reference to) the share capital of Norilsk Nickel and
owned by members of the Group (or, in the case of NN Shares
securing repurchase (repo) transactions, which members of the Group
are entitled to receive upon termination of the relevant repo or
similar transaction).
“Norilsk Nickel” or “NN” PJSC “Mining and Metallurgical
Company “NORILSK NICKEL”. “Stock Exchange” The Stock
Exchange of Hong Kong Limited. “Pre-export Finance Term
Facility Agreement” or the “PXF 2017” the pre-export finance term
facility agreement dated 24 May 2017 between, among others, the
Company as borrower, ING Bank N.V. as facility agent and security
agent, and the Lenders as defined therein for an amount of up to
USD2,000,000,000. “USD” United States dollars, the lawful
currency of the United States of America. “USD4.75 Billion
PXF”
the up to USD4,750,000,000 aluminium
pre-export finance facility agreement dated 29 September 2011
between, amongst others, BNP Paribas (Suisse) SA (as facility agent
and security agent) and the Company (as borrower) as amended on
each of 26 January 2012 and 9 November 2012, and consisting of two
tranches, Tranche A and Tranche B.
“USD400 Million PXF” the up to USD400,000,000 multicurrency
aluminium pre-export finance facility agreement dated 30 January
2013 between, amongst others, ING BANK N.V. (as facility agent and
security agent) and the Company (as borrower).
By Order of the Board of Directors ofUnited
Company RUSAL Plc Aby Wong Po YingCompany
Secretary
25 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. Dmitry Afanasiev, Mr. Ivan
Glasenberg, Mr. Maksim Goldman, Ms. Olga Mashkovskaya, Ms. Gulzhan
Moldazhanova, Mr. Marco Musetti, Ms. Ekaterina Nikitina, Mr. Maxim
Sokov, and Mr. Daniel Lesin Wolfe and the independent non-executive
Directors are Mr. Mark Garber, Mr. Philip Lader, Dr. Elsie Leung
Oi-sie, Mr. Dmitry Vasiliev, Mr. Matthias Warnig (Chairman) 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/20170524006336/en/
United Company RUSAL Plc