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
TRANSACTIONSREPAIR SERVICES
Reference is made to the announcement of
the Company dated 2 July 2015 in relation to thePreviously
Disclosed Repair Services Contracts.The Company announces that
members of the Group entered into contracts / additional
agreementswith associates of En+, pursuant to which the associates
of En+ agreed to provide repair services tothe members of the
Group.
THE REPAIR SERVICES CONTRACTS
Reference is made to the announcement of the Company dated 2
July 2015 in relation to the Previously Disclosed Repair Services
Contracts.
The Company announces that members of the Group entered into
contracts / additional agreements with associates of En+, pursuant
to which the associates of En+ agreed to provide repair services to
the members of the Group (the “Repair Services Contracts”),
details of which are set out below.
No.
Date
ofcontract/additionalagreement
Customer(member of the
Group)
Contractor (associate of
En+)
Term
ofcontract/additionalagreement
Repairservices
Estimatedconsiderationpayable for theyear
ending 31December 2017excluding
VAT(USD)
Payment terms 1.
Contract dated23 January 2017
JSC RUSALAchinsk
Bratskenergoremont
Up to 31December 2017,may be extendedby an
addendum
Maintenanceservices of CHPequipment
5,795,899(Note 1)
A prepayment of50% of theconsideration
shall be paidaccording to themonthlyfinancialschedule set outin the
contractuntil the 5th dayof the month, theremaining 50%to be paid
within10 calendar daysafter receivingof the originalinvoice
2.
Additional
agreement dated28 December2016, which isan
additionalagreement to thecontract dated 4July 2016
JSC RUSALAchinsk
Bratskenergoremont
Up to 30 June
2017
Capital repair ofboiler
536,421
A prepayment of50% of
theconsiderationshall be paidaccording to
themonthlyfinancialschedule set outin the contractuntil the 5th
dayof the month, theremaining 50%to be paid within10 calendar
days
afterreceivingof the originalinvoice
3.
Contract dated28 December2016
JSC RUSALAchinsk
Bratskenergoremont
Up to 31December2017
Technologicalcleaning ofboiler
150,539
Within 15calendar daysafter receipt ofthe
originalinvoice
4.
Contract dated23 January 2017
JSC RUSALAchinsk
Bratskenergoremont
Up to 30 June2017
Extra workduring theoverhaul ofboiler
660,044
A prepayment of50% of theconsideration
shall be paidaccording to themonthlyfinancial schedule set outin
the contractuntil the 5th dayof the month, theremaining 50%to be
paid within10 calendar daysafter receivingof the
originalinvoice
5.
Contract dated10 January 2017
OpenJoint-StockCompany“RUSAL
BratskAluminiumSmelter”
Joint-Stock
Company“Irkutskenergoremont”
Up to 31December2017
Productionequipmentmaintenance andrepair
works
1,303,891(Note 2)
Within 40calendar daysafter the signingof
the Performed WorksCertificate basedn the invoice
6.
Contract dated10 January 2017
Limited
LiabilityCompany“RussianEngineeringCompany
Joint-Stock
Company“Irkutskenergoremont”
Up to 31December 2017
Productionequipmentmaintenance andrepair
works
627,638(Note 3)
Within 40Calendar daysafter the signingof
the PerformedWorks Certificate basedon the invoice
Total
estimatedconsiderationpayable for theyear
2017
9,074,432
Notes:
1. The estimated consideration payable is calculated on the
basis of labour cost which is estimated at USD8.48 per hour
(excluding VAT).
2. The estimated consideration payable is calculated on the
basis of labour cost which ranges from USD3.38 to USD3.99 per hour
(excluding VAT).
3. 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 Repair Services Contracts is to be
paid in cash via wire transfer or set-off.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract price payable under the Repair Services Contracts
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 Repair Services Contracts 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
contract/additional agreement with the chosen contractor.
Based on the terms of the Repair Services Contracts 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 USD9.088 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 Repair Services
Contracts 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 Repair Services Contracts are
for the benefit of the Company, as the contractor offered a
competitive price.
The Directors (including the independent non-executive
Directors) consider that the Repair Services Contracts have been
negotiated on an arm’s length basis and on normal commercial terms
which are fair and reasonable and the transactions contemplated
under the Repair Services 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 Repair Services Contracts, save
for Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms.
Gulzhan Moldazhanova, who are directors of En+, being the holding
company of each of Bratskenergoremont and 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 Repair Services Contracts.
LISTING RULES IMPLICATIONS
Each of Bratskenergoremont and 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 Repair Services
Contracts 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 Repair Services Contracts 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.
Bratskenergoremont is principally engaged in activities for
supporting of operability of the equipment, production of electric
installation, all-construction works and others.
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 ListingRules.
“Board” the board of Directors. “Company”
United Company RUSAL Plc, a limited
liability companyincorporated in Jersey, the shares of which are
listed onthe main board of the Stock Exchange.
“connected person(s)”
has the same meaning ascribed thereto
under the ListingRules.
“continuing connected transactions”
has the same meaning ascribed thereto
under the ListingRules.
“Director(s)” the director(s) of the Company. “En+”
En+ Group Limited, a company incorporated
in Jersey, asubstantial shareholder of the Company.
“Group” the Company and its subsidiaries. “Listing Rules”
the Rules Governing the Listing of
Securities on the StockExchange.
“Mr. Deripaska” Mr. Oleg Deripaska, an executive Director.
“percentage ratios”
the percentage ratios under Rule 14.07 of
the ListingRules.
“Previously Disclosed Repair
ServicesContracts”
the repair services contracts between
members of theGroup and associates of En+, pursuant to which
theassociates of En+ agreed to provide repair services tomembers of
the Group during the year 2017, as disclosedin the announcement of
the Company dated 2 July 2015.
“Stock Exchange” The Stock Exchange of Hong Kong Limited.
“substantial shareholder”
has the same meaning ascribed thereto
under the ListingRules.
“USD”
United States dollars, the lawful currency
of the UnitedStates of America.
“VAT”
value added tax.
By Order of the Board of Directors of
United Company RUSAL
PlcAby Wong Po YingCompany Secretary
24 January 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/hkse/,
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/20170123005691/en/
United Company RUSAL Plc