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.
This announcement is for information purposes only and does not
constitute or form part of any advertisement, offer, solicitation
or an invitation to make offers to acquire, purchase or subscribe
for securities or an invitation to enter into an agreement to do
any such things, nor is it calculated to invite any offer to
acquire, purchase or subscribe for any securities.
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States
of America, Canada, Australia or Japan. The materials do not
constitute an offer of securities for sale in the United States of
America, nor may the securities be offered or sold in the United
States of America absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder. There is no
intention to register any portion of the offering in the United
States of America or to conduct a public offering of securities in
the United States of America and the securities will only be
offered for sale in the United States of America to “qualified
institutional buyers” (QIBs) as defined in and in reliance upon
Rule 144A under the U.S. Securities Act 1933, as amended and will
only be offered for sale outside the United States of America to
persons other than U.S. persons under Regulation S under the U.S.
Securities Act 1933, as amended.
The information contained herein shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of the securities referred to herein in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction. The offering and the
distribution of this communication and other information referred
to herein may be restricted by law and persons into whose
possession this communication or such other information comes
should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement contains no information or material which may
result in it being deemed (i) to be a prospectus within the meaning
of section 2(1) of the Companies (Winding up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), or an
advertisement in relation to a prospectus or proposed prospectus or
extract from or abridged version of a prospectus within the meaning
of section 38B of that Ordinance or an advertisement, invitation or
document containing an advertisement or invitation to, or directing
at, the public falling within the meaning of section 103 of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong) or (ii) in Hong Kong to have effected an offer to the public
without compliance with the laws of Hong Kong or being able to
invoke any exemption available under the laws of Hong Kong. This
announcement does not constitute or form part of and should not be
construed as a prospectus, notice, circular, brochure or
advertisement offering to sell or issue or solicitation or
invitation of offers to acquire, purchase or subscribe for any
securities in Hong Kong or intended to invite such offers or
inducing or intended to induce subscription for or purchase of any
securities in Hong Kong nor should it form the basis of, or be
relied on in connection with, any contract or commitment or
investment decision whatsoever.
This announcement is directed only at persons who (i) are
outside the United Kingdom or (ii) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) are persons falling within Article
49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc”) of the Order or (iv) to whom this announcement
may otherwise be directed without contravention of Section 21 of
the Financial Services and Markets Act 2000 (all such persons
together being referred to as “relevant persons”). This
announcement must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
FCA/ICMA stabilisation applies.
In member states of the European Economic Area, this
announcement is directed only at persons who are “qualified
investors” within the meaning of Article 2(1)(e) of Directive
2003/71/EC (the “Prospectus Directive”) (“Qualified Investors”).
This announcement is an advertisement for the purposes of
applicable measures implementing the Prospectus Directive.
This announcement or information contained therein is not an
offer, or an invitation to make offers, to sell, exchange or
otherwise transfer securities in the Russian Federation to or for
the benefit of any Russian person or entity and does not constitute
an advertisement or offering of securities in the Russian
Federation within the meaning of Russian securities laws.
Information contained in this announcement is not intended for any
persons in the Russian Federation who are not “qualified investors”
within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On
the Securities Market” dated 22 April 1996, as amended (the
“Russian QIs”) and must not be distributed or circulated into
Russia or made available in Russia to any persons who are not
Russian QIs, unless and to the extent they are otherwise permitted
to access such information under Russian law. The securities
mentioned herein have not been and will not be registered in Russia
and are not intended for “placement” or “circulation” in Russia
(each as defined in Russian securities laws) unless and to the
extent otherwise permitted under Russian law.
UNITED COMPANY RUSAL PLC(Incorporated
under the laws of Jersey with limited liability)(Stock Code:
486)
INSIDE INFORMATIONRESULTS OF CONSENT
SOLICITATIONWITH RESPECT TO THE U.S. DOLLAR-DENOMINATED
FIXED RATE NOTES
This announcement is made by United Company RUSAL Plc (the
“Company”) pursuant to Rule 13.09 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
and the Inside Information Provisions under Part XIVA of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong).
Reference is made to the announcements of the Company dated 26
January 2017, 25 April 2017 and 25 January 2018, whereby the
Company announced the placement of certain U.S. dollar-denominated
fixed rate notes (the “Notes”); and the Company’s
announcement dated 23 February 2018 in relation to the potential
acquisition or disposal of shares in PJSC «MMC «NORILSK NICKEL»
(“Norilsk Nickel”).
The Company announces that on 19 March 2018 the holders of the
Notes and Rusal Capital D.A.C., a wholly-owned subsidiary of the
Company, and the issuer of the Notes (the “Issuer”) agreed
on certain amendments to the terms and conditions of the Notes as
described below (“Amendments”).
In May 2017, the Company entered into the New PXF, the proceeds
of which were used for refinancing purposes. As part of the New
PXF, the Company agreed with its lenders on a new approach to the
calculation pursuant to certain of its covenants. Specifically, the
method of calculating the leverage ratio (i.e., Total Net
Debt/EBITDA) for the purposes of effecting the leverage covenant in
the New PXF was amended to exclude the impact of the shares that
the Group owns in Norilsk Nickel and any associated indebtedness
incurred by the Group. This was achieved by adjusting EBITDA by
excluding the dividends received from Norilsk Nickel and adjusting
the Net Debt by excluding debt secured or backed up by the Norilsk
Nickel shares. The leverage ratio is, thus, tested on the basis of
the Company´s core operations. In the course of 2017, the Company
negotiated corresponding amendments to the leverage covenant in
each of its financing agreements with each of its bilateral
lenders.
Following the above change, the Company´s only financial
obligations whereby the old approach remained to be used for
calculating the leverage ratio were the Notes. In order to
harmonise the covenant packages across its debt portfolio and to
introduce a common approach to covenant calculation, the Company
proposed the Amendments to the holders of the Notes.
In addition to harmonisation of the covenants, as described
above, the Amendments were intended to enable the Company to act in
a timely manner in accordance with the Shareholders Agreement
between certain shareholders of Norilsk Nickel, to which the
Company is a party, to protect the interests of the Company and its
shareholders by enabling the Company to have the flexibility, if
required, to raise substantial new financings for the purposes of a
potential purchase of shares in Norilsk Nickel and to create
security in respect of such financings over any Norilsk Nickel
shares so acquired.
The key Amendments included the following
(all capitalized terms are as defined in the Terms and
Conditions of the Notes):
1. The calculation of Leverage Ratio is amended so as to exclude
from its calculation (i) debt, secured by Norilsk Nickel shares,
and (ii) dividend flow, resulting from Group’s ownership of these
shares; however, the total amount of such debt secured by Norilsk
Nickel shares, does not exceed 75% of the market value of
respective shares;
2. The maximum Leverage Ratio, beyond which, subject to certain
exceptions, further Indebtedness may not be incurred shall be
reduced from 3.5 : 1 to 3.0 : 1;
3. If any acquisition of Norilsk Nickel shares or depositary
receipts pursuant to a legally binding process is commenced within
12 months of the mandate having been granted by the shareholders as
disclosed in the Company’s announcement dated 23 February 2018, no
Event of Default shall be triggered by any default arising as a
result of such acquisition, provided such default is remedied or
waived within 3 months of the completion of such transaction.
Amendments are expected to come into effect on or about 21 March
2018.
By Order of the Board of Directors of
United Company RUSAL
PlcAby Wong Po YingCompany Secretary
20 March 2018
As at the date of this announcement, the executive Directors are
Mr. Vladislav Soloviev and Mr. Siegfried Wolf, the non-executive
Directors are Mr. Oleg Deripaska, 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS), AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
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United Company RUSAL Plc