United Company RUSAL Plc:Continuing Connected Transactions Purchase of Raw
Materials for Production
HONG KONG -- December 27, 2012
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 (Paris:RUSAL) (Paris:RUAL)
(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)
Reference is made to the announcement of the Company dated 20 December 2011 in
relation to, among other things, certain purchase of raw materials agreements.
The Company announces that on 25 December 2012, RUSAL TH, being a subsidiary
of the Company, as buyer, entered into an addendum to the Calcined Petroleum
Coke Supply Agreement with Energoprom Management, as seller.
ADDENDUM TO THE CALCINED PETROLEUM COKE SUPPLY AGREEMENT
The Company announces that on 25 December 2012, RUSAL TH, as buyer, entered
into an addendum to the agreement dated 10 September 2010 with Energoprom
Management as seller, pursuant to which RUSAL TH agreed to purchase and
Energoprom Management agreed to supply calcined petroleum coke in the
estimated amount of 90,000 tonnes for the year ending 31 December 2013, for an
estimated total consideration of approximately USD23.32 million (the “Addendum
to Calcined Petroleum Coke Supply Agreement”).
Under the Addendum to the Calcined Petroleum Coke Supply Agreement, the
consideration is to be paid within 3 business days upon receipt of pro forma
invoice for shipped products and is to be satisfied in cash via wire transfer.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
Based on the terms of the Addendum to the Calcined Petroleum Coke Supply
Agreement, the annual aggregate transaction amount that is payable by the
Group to Energoprom Management for the financial year ending 31 December 2013
is estimated to be up to approximately USD23.32 million.
This annual aggregate transaction amount is estimated by the Directors based
on the amount of raw materials to be supplied and their contract price for the
purpose of the Group’s production.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the Addendum to the Calcined Petroleum Coke Supply
Agreement are for the benefit of the Company, as the results of several
technical audit show that Energoprom Management can supply the raw materials
fit for the production. The consideration payable under the Addendum to the
Calcined Petroleum Coke Supply Agreement 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 as those offered
by the associates of each of Mr. Vekselberg and Mr. Blavatnik to independent
The Directors (including the independent non-executive Directors) consider
that the Addendum to the Calcined Petroleum Coke Supply Agreement 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 Addendum to
the Calcined Petroleum Coke Supply Agreement 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 Calcined Petroleum Coke Supply Agreement, save for Mr. Blavatnik, a
non-executive Director, who is interested in more than 30% in Energoprom
Management. Accordingly, Mr. Blavatnik did not vote on the Board resolutions
to approve the Addendum to the Calcined Petroleum Coke Supply Agreement.
LISTING RULES IMPLICATIONS
Each of Mr. Vekselberg and Mr. Blavatnik indirectly holds more than 30% of the
issued share capital of Energoprom Management. Energoprom Management is
therefore an associate of each of Mr. Vekselberg (who was a non-executive
Director until his resignation with effect from 16 March 2012) and Mr.
Blavatnik (who is a Director). On this basis, Energoprom Management is an
associate of each of Mr. Vekselberg and Mr. Blavatnik and hence a connected
person of the Company under the Listing Rules.
The estimated annual aggregate transaction amount of the continuing connected
transactions under the Addendum to the Calcined Petroleum Coke Supply
Agreement for the financial year ending 31 December 2013 is 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 these agreements 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.
Details of the Addendum to the Calcined Petroleum Coke Supply Agreement will
be included in the relevant annual report and accounts of the Company in
accordance with Rule 14A.46 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. Spread across 19 countries in five continents, the
operations and offices of the Company employ more than 72,000 people.
Energoprom Management is principally engaged in manufacturing high-technology
electrode and cathode products, the main consumers of which are producers of
steel, aluminium, silicon and ferrous alloys.
In this announcement, the following expressions have the following meanings,
unless the context otherwise requires:
“associate” has the same meaning ascribed thereto under
the Listing Rules.
“Board” the board of Directors.
United Company RUSAL Plc, a limited liability
“Company” company incorporated in Jersey, the shares of
which are listed on the main board of the
“connected person” has the same meaning ascribed thereto under
the Listing Rules.
“continuing connected has the same meaning ascribed thereto under
transaction” the Listing Rules.
“Director(s)” the director(s) of the Company.
Energoprom Management CJSC or ZAO Energoprom
“Energoprom Management” Management, a company incorporated under the
laws of the Russian Federation.
“Group” the Company and its subsidiaries.
“Listing Rules” the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited.
“percentage ratios” the percentage ratios under Rule 14.07 of the
Open Joint Stock Company “United Company
“RUSAL TH” RUSAL Trading House”, an indirect
wholly-owned subsidiary of the Company.
“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 Plc
28 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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