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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 TRANSACTIONSSALE
OF RAW MATERIALS
Reference is made to the announcements of the Company dated 23
December 2014, 14 January 2015, 20 January 2015, 9 February 2015, 2
April 2015 and 9 April 2015 in relation to certain continuing
connected transactions regarding the supply of raw materials by
members of the Group, as sellers, to associates of Mr.
Deripaska/En+, as buyers.
APG SUPPLY CONTRACT
The Company announces that, on 2 September 2015, RUSAL TH, a
member of the Group, as seller, entered into a contract with LLC
“Sorskiy ferromolibdenoviy zavod”, an associate of En+, as buyer,
pursuant to which RUSAL TH agreed to sell and LLC “Sorskiy
ferromolibdenoviy zavod” agreed to purchase aluminum powder grade
APG in the estimated amount of 136 tons for the year ending 31
December 2015 at the estimated total consideration of approximately
USD461,720 (the “APG Supply Contract”).
The consideration under the APG Supply Contract is to be
satisfied in cash via wire transfer and is to be paid within 30
days from date of shipment. The scheduled termination date is 31
December 2015.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions under the APG Supply Contract and the
Previously Disclosed 2015 Raw Materials Supply Contracts are
required to be aggregated together, as they were entered into by
the Group with the associates of the same connected persons or with
parties connected or otherwise associated with one another, and the
subject matter of each of the contracts relates to the supply of
raw materials by the Group.
The annual aggregate transaction amount payable under the APG
Supply Contract and the Previously Disclosed 2015 Raw Materials
Supply Contracts is estimated to be approximately USD31.322 million
for the year ending 31 December 2015.
The consideration payable under the APG Supply Contract is
calculated by multiplying the unit price by the volume. The
approximate unit price of the aluminium powder grade APG is the
price per ton calculated based on the pricing mechanism as
described below.
The consideration is linked to the price of aluminium on the LME
plus a premium (USD1,620) calculated on a monthly basis and in
accordance with the rules prescribed by the Federal Antimonopoly
Service (a Russian governmental authority) which are applicable to
the sale and purchase of the relevant kinds of raw materials
regardless of whether the counterparties are independent third
parties or connected persons in comparable circumstances. The price
of aluminium on the LME is the average aluminum price quoted at the
LME within a one-month period preceding the month of shipment.
The consideration payable under the under the APG Supply
Contract has been arrived at after arm’s length negotiation by
reference to market price and on terms no less favourable than
those prevailing in the Russian market for raw materials of the
same type and quality and those offered by members of the Group to
independent third parties customers. The annual aggregate amount is
the maximum amount of consideration payable under the terms of the
APG Supply Contract and the Previously Disclosed 2015 Raw Materials
Supply Contracts based on the delivery volume for the year ending
31 December 2015 estimated by Directors and the demand from the
buyers.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the entering into of the APG Supply
Contract is for the benefit of the Company as the sale is
profitable and the Group is assured of payment on a timely basis
and there are less financial risks.
The Directors (including the independent non-executive
Directors) consider that the APG Supply Contract has been
negotiated on an arm’s length basis and on normal commercial terms
which are fair and reasonable and the transactions contemplated
thereunder 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 APG Supply 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 LLC “Sorskiy ferromolibdenoviy zavod”. 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 APG Supply Contract with LLC
“Sorskiy ferromolibdenoviy zavod”.
LISTING RULES IMPLICATIONS
LLC “Sorskiy ferromolibdenoviy zavod” is 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.
Accordingly, the transactions contemplated under the APG Supply
Contract constitute continuing connected transactions of the
Company.
The estimated annual aggregate transaction amount for the
financial year ending 31 December 2015 of the continuing connected
transactions under the APG Supply Contract and the Previously
Disclosed 2015 Raw Materials Supply Contracts 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 APG Supply Contract and the Previously Disclosed
2015 Raw Materials Supply 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.
LLC “Sorskiy ferromolibdenoviy zavod” is principally engaged in
ferromolybdenum production.
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 transaction(s)” 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 (as defined in the Listing Rules) of the
Company “Group” the Company and its subsidiaries “Listing Rules”
The Rules Governing the Listing of Securities on the Stock Exchange
“LME” London Metal 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 Raw
Materials Supply Contracts” the raw materials supply contracts
pursuant to which members of the Group were the sellers and the
associates of Mr. Deripaska/En+ were the buyers in relation to the
financial year ending 31 December 2015, as disclosed in the
announcements of the Company dated 23 December 2014, 14 January
2015, 20 January 2015, 9 February 2015, 2 April 2015 and 9 April
2015. “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 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/20150903005984/en/
United Company Rusal Plc