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 RAW MATERIALS FOR REPAIRING
Reference is made to the announcement of the Company dated 2
March 2015 in relation to certain continuing connected transactions
regarding the purchase of raw materials for repairing between
members of the Group and the associates of Mr. Blavatnik, pursuant
to which the associates of Mr. Blavatnik agreed to supply raw
materials for repairing to members of the Group.The Company
announces that on 31 March 2015, OJSC SUAL, a member of the Group,
as the buyer, and CJSC “EPM-NovEP”, an associate of Mr. Blavatnik,
as the supplier, entered into the Purchase of Cathode Blocks and
Carbon Paste Contract.
THE PURCHASE OF CATHODE BLOCKS AND CARBON PASTE
CONTRACT
Reference is made to the announcement of the Company dated 2
March 2015 in relation to certain continuing connected transactions
regarding the purchase of raw materials for repairing between
members of the Group and the associates of Mr. Blavatnik, pursuant
to which the associates of Mr. Blavatnik agreed to supply raw
materials for repairing to members of the Group.
The Company announces that, on 31 March 2015, OJSC
“Siberian-Urals Aluminium Company” (“OJSC SUAL”), a member
of the Group, as the buyer, and Closed Joint Stock Company
“ENERGOPROM — Novosibirsk Electrode Plant” (“CJSC
“EPM-NovEP””), an associate of Mr. Blavatnik, as the supplier,
entered into a contract pursuant to which OJSC SUAL agreed to buy
and
CJSC “EPM-NovEP” agreed to sell the estimated amount of cathode
blocks of up to 591 tonnes and the estimated amount of carbon paste
of up to 121 tonnes for the year ending 31 December 2015, for a
total consideration of up to approximately USD636,515 and
approximately USD69,575 respectively (the “Purchase of Cathode
Blocks and Carbon Paste Contract”). The relevant unit price for
the cathode blocks and carbon paste is up to USD1,080 per tonne and
up to USD575 per tonne respectively. The price of the cathode
blocks and carbon paste is to be converted to RUB on the relevant
invoices, based on the following rules:
(i) If the exchange rate of USD is at the level of RUB46.42 per
USD according to the Central Bank of the Russian Federation (within
the range of +/-20% of RUB46.42), the price in RUB is to be
determined using the rate of the Central Bank of the Russian
Federation at the date of shipment.
(ii) If the rate of the Central Bank of the Russian Federation
exceeds RUB55.704 per USD as at the shipment date, the price in RUB
is to be determined at: 32.5% of the price in USD at the fixed rate
of RUB55.704 per USD plus 67.5% of the price in USD at the rate of
the Central Bank of the Russian Federation at the date of
shipment.
(iii) If the exchange rate changes to less than RUB37.136 per
USD as at the date of shipment, the price of in RUB should be
determined at: 32.5% of the price in USD at the fixed rate of
RUB37.136 per USD plus 67.5% of the price in USD at the rate of the
Central Bank of the Russian Federation as at the date of
shipment.
Payment of the consideration is to be made within 45 calendar
days after actual delivery, and the consideration is to be
satisfied in cash via wire transfer or by promissory note (which
will be repayable on demand but not earlier than 60 or 90 days from
date of issue of promissory note as agreed by the parties). The
scheduled termination date is 31 December 2015(Note 1).
Note 1: For deliveries which take place in November and December
2015 or payments which are delayed due to failure of the supplier
to provide with certain original documents, or 2) delivery of the
goods of unsatisfactory quality and require replacement from the
supplier, or 3) the financial situation of the buyer, payments may
be made in 2016.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract price payable under the Purchase of Cathode Blocks
and Carbon Paste Contract has been determined with reference to the
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 the associates of Mr. Blavatnik to
independent third parties.
The Company invited several organizations to take part in the
tender in relation to the relevant required purchase of raw
materials and chose the contractor offering the best terms and
conditions (taking into account the price offered) and then entered
into contract with the chosen party. Accordingly, the Purchase of
Cathode Blocks and Carbon Paste Contract was entered into.
Based on the terms of the Purchase of Cathode Blocks and Carbon
Paste Contract and the Previously Disclosed Purchase of Raw
Materials Contracts, the annual aggregate transaction amount that
is payable by the Group to the associates of Mr. Blavatnik for the
financial year ending 31 December 2015 is estimated to be
approximately USD33.726 million.
The annual aggregate transaction amount is estimated by the
Directors based on the amount of raw materials to be purchased and
their contract price.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing
connected transactions contemplated under the Purchase of Cathode
Blocks and Carbon Paste Contract and the Previously Disclosed
Purchase of Raw Materials Contracts should be aggregated, as they
were entered into by the Group with the associate 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 relate to the purchase of raw materials for repair by
members of the Group.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the Purchase of Cathode Blocks and
Carbon Paste Contract is for the benefit of the Company, as CJSC
“EPM-NovEP” supplies raw materials to the Group at a price more
favourable than the prevailing market rate based on the tender. The
Purchase of Cathode Blocks and Carbon Paste Contract is entered
into for the purposes of purchasing raw materials for repair
work.
The Directors (including the independent non-executive
Directors) consider that the Purchase of Cathode Blocks and Carbon
Paste Contract has been negotiated on an arm’s length basis and on
normal commercial terms which are fair and reasonable and the
transactions contemplated under the Purchase of Cathode Blocks and
Carbon Paste 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 by the Purchase of Cathode Blocks and
Carbon Paste Contract save for Mr. Blavatnik who is indirectly
interested in more than 30% of CJSC “EPM-NovEP”. Accordingly, Mr.
Blavatnik did not vote on the Board resolutions to approve the
Purchase of Cathode Blocks and Carbon Paste Contract.
LISTING RULES IMPLICATIONS
Mr. Blavatnik, a non-executive Director, indirectly holds more
than 30% of the issued share capital of CJSC “EPM-NovEP”. CJSC
“EPM-NovEP” is therefore an associate of Mr. Blavatnik and a
connected person of the Company under the Listing Rules.
Accordingly, the transactions contemplated under the Purchase of
Cathode Blocks and Carbon Paste Contract constitute continuing
connected transactions of the Company.
The estimated annual aggregate transaction amount of the
continuing connected transactions under the Purchase of Cathode
Blocks and Carbon Paste Contract and the Previously Disclosed
Purchase of Raw Materials Contracts for the financial year ending
31 December 2015 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 Purchase of Cathode Blocks and Carbon Paste
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 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.
CJSC “EPM-NovEP” is principally engaged in the production of
graphite electrodes, carbon electrodes, cathode blocks, calcined
petroleum coke and electrode paste.
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
transactions” has the same meaning ascribed thereto under the
Listing Rules. “Director(s)” the director(s) of the Company.
“Group” the Company and its subsidiaries. “Listing Rules” the Rules
Governing the Listing of Securities on the Stock Exchange. “Mr.
Blavatnik” Mr. Len Blavatnik, a non-executive Director. “percentage
ratios” the percentage ratios under Rule 14.07 of the Listing
Rules. “Previously Disclosed Purchase of Raw Materials Contracts”
the contracts entered into between the members of the Group as
buyers and the associates of Mr. Blavatnik as sellers in relation
to the purchase of raw materials for repairing, as disclosed in the
announcement of the Company dated 2 March 2015. “RUB” Rubles, the
lawful currency of the Russian Federation. “Stock Exchange” The
Stock Exchange of Hong Kong Limited “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
1 April 2015
As at the date of this announcement, the executive Directors are
Mr. Oleg Deripaska, Ms. Vera Kurochkina, 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.
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.
United Company RUSAL Plc