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
TRANSACTIONSPURCHASE OF ASSETS ANDTRANSPORTATION
CONTRACT
Reference is made to the announcements of the Company dated
17 June 2016, 29 November 2016, 30 December 2016, 20 July 2017, 12
September 2017, 30 October 2017 and 13 November 2017 in relation to
the Previously Disclosed Purchase of Assets Contracts; the
announcements of the Company dated 14 January 2015, 29 December
2015, 20 January 2016, 5 July 2016, 30 December 2016, 16 January
2017, 28 February 2017, 7 July 2017, 20 July 2017, 12 September
2017, 4 October 2017, 2 November 2017 and 14 November 2017 in
relation to the Previously Disclosed Transportation Contracts.
The Company announces that members of the Group, as buyer,
entered into new purchase of assets contracts with an associate of
Mr. Deripaska, as seller. The Company further announces that
a member of the Group entered into an addendum to the original
contract with an associate of En+, pursuant to which the associate
of En+ agreed to provide transportation services to the member of
the Group.
PURCHASE OF ASSETS
THE NEW PURCHASE OF ASSETS CONTRACTS
Reference is made to the announcements of the Company dated 17
June 2016, 29 November 2016, 30 December 2016, 20 July 2017, 12
September 2017, 30 October 2017 and 13 November 2017 in relation to
the Previously Disclosed Purchase of Assets Contracts.
The Company announces that the following contracts were entered
into between members of the Group, as buyer, and an associate of
Mr. Deripaska, as seller, pursuant to which the associates of Mr.
Deripaska agreed to sell assets to the members of the Group (the
“New Purchase of Assets Contracts”) with major terms set out
below:
Date of contract
Buyer(member of
theGroup)
Seller(associateof
Mr.Deripaska)
Subjectmatter
Estimatedconsiderationpayable for the
year ending
31December2017,excludingVAT
Scheduledtermination
date
Paymentterms
(USD) 1 17 November 2017 SU-Silicon LLC “GAZ Group
Commercial Vehicles” LLC 1 automobile
15,185 (Note 1)
31 March 2018 100% payment by the buyer within 60 calendar days
from the date of shipment 2 17 November 2017 LLC “Russian
Engineering Company” “GAZ Group Commercial Vehicles” LLC 9
automobiles
151, 229 (Note 2)
31 December 2018 100% payment by the buyer within 60 calendar days
from the date of shipment
Total estimated consideration
payable for the year 166,414
Notes:
- The basis of calculation of payment is
as follows: one automobile USD15,185 based on terms CPT
Kamensk-Uralsky.
- The basis of calculation of payment is
based on terms CPT Nizniy Novgorod.
The consideration under the New Purchase of Assets Contracts is
to be paid in cash via bank transfer.
THE ANNUAL AGGREGATE TRANSACTION
AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transaction contemplated under the New Purchase of Assets
Contracts and the Previously Disclosed Purchase of Assets Contracts
should be aggregated, as they were entered into by members of the
Group with the associates of Mr. Deripaska/En+, and the subject
matter of each contract relates to the purchase of assets from the
associates of Mr. Deripaska/En+ by the Group for the year ending 31
December 2017.
The annual aggregate transaction amounts that are payable by the
Group to the associates of Mr. Deripaska/En+ under the New Purchase
of Assets Contracts and the Previously Disclosed Purchase of Assets
Contracts for the financial year ending 31 December 2017 is
estimated to be approximately USD9.377 million.
In accordance with the Company’s procurement policies and using
tools such as the Company’s procurement portal, the Company invited
several organizations to take part in the tender in relation to the
purchase of assets. The Company’s procurement managers, in line
with the best-in-class experience and know-how of the Company’s
procurement policies, with approval from the Company’s bidding
committee, chose the contractor as it offered the lowest price for
the assets to be purchased, best payment condition and conforms to
the technical requirements.
The contract price under the New Purchase of Assets 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 assets of the same type and
quality and those offered by the associates of En+/Mr. Deripaska to
independent third parties. The basis of calculation of payments
under the New Purchase of Assets Contracts is based on the
quotation provided by the supplier based on costs relating to
production.
The annual aggregate transaction amount is derived from the
total contract price under the New Purchase of Assets Contracts,
which was based on the amount of assets to be supplied and the
contract price.
REASONS FOR AND BENEFITS OF THE
TRANSACTIONS
The New Purchase of Assets Contracts were entered into for the
purpose of purchasing the assets. The Company considers that the
transactions contemplated under the New Purchase of Assets
Contracts are for the benefit of the Company, as the sellers
offered the assets to the Group at the lowest price and the quality
of the assets satisfies the requirement of the Group.
The Directors (including the independent non-executive
Directors) consider that the New Purchase of Assets Contracts are
on normal commercial terms which are fair and reasonable and the
transactions contemplated under the New Purchase of Assets
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 Purchase of Assets
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 Group Commercial
Vehicles” LLC. Accordingly, Mr. Deripaska, Ms. Olga Mashkovskaya
and Ms. Gulzhan Moldazhanova did not vote on the Board resolutions
approving the New Purchase of Assets Contract.
LISTING RULES IMPLICATIONS
“GAZ Group Commercial Vehicles” LLC is directly or indirectly
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, “GAZ Group Commercial Vehicles” LLC is
therefore an associate of Mr. Deripaska 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 Purchase of Assets
Contracts and the Previously Disclosed Purchase of Assets 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 shareholders’
approval requirements under Chapter 14A of the Listing Rules.
Details of the New Purchase of Assets Contracts and the
Previously Disclosed Purchase of Assets 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.
TRANSPORTATION CONTRACT
THE NEW TRANSPORTATION CONTRACT
Reference is made to the announcements of the Company dated 14
January 2015, 29 December 2015, 20 January 2016, 5 July 2016, 30
December 2016, 16 January 2017, 28 February 2017, 7 July 2017, 20
July 2017, 12 September 2017, 4 October 2017, 2 November 2017 and
14 November 2017 in relation to the Previously Disclosed
Transportation Contracts.
The Company announces that a member of the Group entered into an
addendum to the original contract with an associate of En+,
pursuant to which the associate of En+ agreed to provide
transportation services to the member of the Group (the “New
Transportation Contract”) with major terms set out below:
Date of contract
Customer(memberof
theGroup)
Serviceprovider(associateof En+)
Transportation services
Estimatedconsiderationpayable forthe
yearending
31December2017,excludingVAT
Scheduledterminationdate
Paymentterms
(USD) 1 17 November 2017 (addendum to contract dated 28
December 2016 as disclosed in the announcement of the Company dated
30 December 2016)
JSCRUSALSAYANAL
Limited Liability Company “KraMZ-Auto” Cargo forwarding 17,091
(Note 1) 31 December 2017 Payment within 15 days after receipt of
invoice
Total estimated consideration payable for the
year 17,091
Notes:
- The basis of calculation is the
estimated demand for the services (approximately 1,194 operating
hours) and the average cost per one operator hour of approximately
USD 14.3.
The consideration under the New Transportation Contract is to be
paid in cash via bank transfer or bilateral clearing or by the
offsetting of reciprocal obligations.
THE ANNUAL AGGREGATE TRANSACTION
AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions contemplated under the New Transportation
Contract and the Previously Disclosed Transportation Contracts
should be aggregated for the financial year ending 31 December
2017, as they were entered into by members of the Group with the
associates of En+, and the subject matter of each contract relates
to the provision of transportation services by the associates of
En+ to the Group.
The annual aggregate transaction amounts that are payable by the
Group to the associates of En+ under the New Transportation
Contract and the Previously Disclosed Transportation Contracts for
the financial year ending 31 December 2017 are estimated to be
approximately USD22.205 million.
In accordance with the Company’s procurement policies and using
tools such as the Company’s procurement portal, the Company invited
several organizations to take part in the tender in relation to the
required transportation services. The Company’s procurement
managers, in line with the best-in-class experience and know-how of
the Company’s procurement policies, with approval from the
Company’s bidding committee chose the contractor offering the best
terms and conditions (the service provider offered the lowest price
for several routes and was able to meet the needs of the plant in
full) and then entered into the contract with the chosen service
provider.
The contract price under the New Transportation Contract 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 transportation services of the
same type and quality and those offered by the associate of En+ to
independent third parties. The annual aggregate transaction amount
is derived from the total contract price under the New
Transportation Contract, which was based on the need of
transportation services by the Group for the relevant year.
REASONS FOR AND BENEFITS OF THE
TRANSACTIONS
The New Transportation Contract was entered into for the purpose
of transporting goods, cargoes and/or passenger forwarding of the
Group. The Company considers that the transactions contemplated
under the New Transportation Contract are for the benefit of the
Company, as the services provided are required in the production
process of the Group and the service provider offered a competitive
price and is capable of meeting the Group’s transportation
needs.
The Directors (including the independent non-executive
Directors) consider that the New Transportation Contract is on
normal commercial terms which are fair and reasonable and the
transactions contemplated under the New Transportation 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 Transportation 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 Limited Liability Company “KraMZ-Auto”. 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 Transportation
Contract.
LISTING RULES IMPLICATIONS
Limited Liability Company “KraMZ-Auto” is an indirect subsidiary
of En+, and is therefore an associate of En+ which is a substantial
shareholder of the Company. Accordingly, Limited Liability Company
“KraMZ-Auto” is a connected person of the Company under the Listing
Rules.
Accordingly, the transactions contemplated under the New
Transportation Contract constitute continuing connected
transactions of the Company.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the New Transportation
Contract and the Previously Disclosed Transportation 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 shareholders’
approval requirements under Chapter 14A of the Listing Rules.
Details of the New Transportation Contract will be included in
the relevant 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.
“GAZ Group Commercial Vehicles” LLC is principally engaged in
the manufacturing of automobiles.
Limited Liability Company “KraMZ-Auto” is principally engaged in
the provision of transportation services.
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. “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 of Hong
Kong Limited. “connected person” 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 of Hong
Kong Limited. “Mr. Deripaska” Mr. Oleg Deripaska, an
executive Director. “percentage ratios” the percentage
ratios under Rule 14.07 of the Listing Rules. “Previously
Disclosed Purchase of Assets Contracts” the contracts between
members of the Group and the associates of Mr. Deripaska/En+,
pursuant to which the associates of Mr. Deripaska/En+ agreed to
sell assets to the members of the Group, as disclosed in the
announcements of the Company dated 17 June 2016, 29 November 2016,
30 December 2016, 20 July 2017, 12 September 2017, 30 October 2017
and 13 November 2017. “Previously Disclosed Transportation
Contracts” the series of transportation contracts between members
of the Group and the associates of En+, pursuant to which the
associates of En+ agreed to provide transportation services to
members of the Group during the year ending 31 December 2017, as
disclosed in the announcements of the Company dated 14 January
2015, 29 December 2015, 20 January 2016, 5 July 2016, 30 December
2016, 16 January 2017, 28 February 2017, 7 July 2017, 20 July 2017,
12 September 2017, 4 October 2017, 2 November 2017 and 14 November
2017. “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
20 November 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/20171119005059/en/
United Company RUSAL Plc