United Company RUSAL Plc: Continuing Connected Transactions
HONG KONG -- December 04, 2012
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)
Reference is made to the Company’s announcements dated 27 September 2011, 8
December 2011, 20 April 2012, 30 April 2012, 23 May 2012, 8 June 2012 and 7
August 2012 in relation to various construction contracts which constitute
continuing connected transactions of the Company. The Company would like to
provide updated information in relation to the construction contracts.
ADDENDUM TO THE STROYSERVICE CONSTRUCTION CONTRACT
As disclosed in the Company’s announcement dated 20 April 2012, Open Joint
Stock Company “RUSAL Sayanogorsk Aluminium Smelter” (“Sayanogorsk Smelter”),
being a subsidiary of the Company, as the customer, and Limited Liability
Company Stroyservice (“Stroyservice”), being an associate of Mr. Deripaska, as
the contractor, entered into a contract for the construction and installation
works to be provided to Sayanogorsk Smelter with an estimated transaction
amount for the year ending 31 December 2012 of up to USD0.36 million (the
“Stroyservice Construction Contract”). The Company announces that, on 3
December 2012, Sayanogorsk Smelter and Stroyservice entered into an addendum
to the Stroyservice Construction Contract (the “Addendum”) pursuant to which
the relevant estimated transaction amount for the year ending 31 December 2012
increased by not more than USD10,431. Other terms of the Stroyservice
Construction Contract remain the same.
THE AGGREGATION APPROACH AND THE ANNUAL AGGREGATE TRANSACTION AMOUNTS
Pursuant to Rule 14A.25 of the Listing Rules, the Addendum and the Previously
Disclosed Construction Contracts are required to be aggregated as each of them
was entered into by a member of the Group with an associate of Mr. Deripaska,
the chief executive officer and an executive Director of the Company, and the
subject matter of each contract relates to construction services to be
provided by associates of Mr. Deripaska.
The annual aggregate transaction amounts that are payable by the Group to Mr.
Deripaska’s associates under the Addendum and the Previously Disclosed
Construction Contracts for the financial year ending 31 December 2012 are
contemplated to be up to approximately USD33.71 million. Such annual aggregate
transaction amounts are estimated based on the total contract price and the
demand of the Group for construction services.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Addendum and the Stroyservice Construction Contract were entered into for
the provision of the construction and assembly operations at the constructions
sites of Sayanogorsk Smelter. The Company believes that the entry into these
contracts is for the benefit of the Company as it can be assured of
construction and installation works performed by qualified contractors and at
The consideration payable under the Addendum and the Stroyservice Construction
Contract has been determined with reference to the market price and on terms
no less favourable than those prevailing in the Russian market for the
provision of construction and installation works of the same type and quality
as those offered by Stroyservice to independent third parties.
The Directors (including the independent non-executive Directors) consider
that the Addendum and the Stroyservice Construction Contract are on normal
commercial terms which are fair and reasonable and the transactions
contemplated under the Addendum and the Stroyservice Construction 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 have a material interest in the transactions
contemplated by the Addendum and the Stroyservice Construction Contract save
for Mr. Deripaska who is indirectly beneficially interested in more than 30%
of the issued share capital of Stroyservice. Accordingly, Mr. Deripaska did
not vote on the board resolutions to approve the Addendum and the Stroyservice
LISTING RULES IMPLICATIONS
Mr. Deripaska is indirectly beneficially interested in more than 30% of
Stroyservice. Stroyservice is therefore an associate of Mr. Deripaska, the
chief executive officer and an executive Director of the Company. On this
basis, Stroyservice is a connected person of the Company under the Listing
Rules. Accordingly, the transactions contemplated under the Addendum and the
Stroyservice Construction Contract constitute continuing connected
transactions of the Company under the Listing Rules.
The annual aggregate transaction amount of the continuing connected
transactions under the Addendum and the Previously Disclosed Construction
Contracts for the financial year ending 31 December 2012 is expected to be
more than 0.1% but less than 5% under the applicable percentage ratios (other
than the profits ratio). Accordingly, pursuant to Rule 14A.34 of the Listing
Rules, the transactions contemplated under the Addendum and the Previously
Disclosed Construction Contracts are only subject to the reporting and
announcement requirements set out in Rules 14A.45 to 14A.47, the annual review
requirements set out in Rules 14A.37 to 14A.40 and the requirements set out in
Rules 14A.35(1) and 14A.35(2) of the Listing Rules. These transactions are
exempt from the independent shareholders’ approval requirements under Chapter
14A of the Listing Rules.
Information on the Addendum and the Previously Disclosed Construction
Contracts will be included in the next annual report and accounts of the
Company in accordance with Rule 14A.46 of the Listing Rules where appropriate.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY AND STROYSERVICE
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. Spread across 19 countries in 5 continents, the
operations and offices of the Company employ over 72,000 people.
Stroyservice is principally engaged in the construction, repairing and in the
provision of transportation services.
In this announcement, the following expressions have the following meanings,
unless the context otherwise requires:
“associate” has the same meaning ascribed to it under the
United Company RUSAL Plc, a limited liability
“Company” company incorporated in Jersey, the shares of
which are listed on the main board of the Stock
“connected person” has the same meaning ascribed to it under the
“continuing connected has the same meaning ascribed to it under the
transaction” 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. Deripaska” Mr. Oleg Deripaska, the chief executive officer
and an executive Director of the Company.
“percentage ratios” the percentage ratios under Rule 14.07 of the
the contracts between members of the Group and
the associates of Mr. Deripaska as disclosed in
the Company’s announcements dated 27 September
“Previously Disclosed 2011, 8 December 2011, 20 April 2012 (as
Construction Contracts” clarified in the announcement of the Company
dated 30 April 2012), 23 May 2012, 8 June 2012
and 7 August 2012 in relation to the provision
of construction services to members of the
“subsidiary” has the same meaning ascribed to it under the
“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 Plc
4 December 2012
As at the date of this announcement, the executive Directors are Mr. Oleg
Deripaska, Ms. Vera Kurochkina, Mr. Maxim Sokov and Mr. Vladislav Soloviev,
the non-executive Directors are Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr.
Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr. Christophe
Charlier, Mr. Artem Volynets, Mr. Dmitry Yudin, Mr. Vadim Geraskin, and the
independent non-executive Directors are Mr. Barry Cheung Chun-yuen, Dr. Peter
Nigel Kenny, Mr. Philip Lader, Ms. Elsie Leung Oi-sie and Mr. Matthias Warnig
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 and
United Company RUSAL Plc
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