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United Company RUSAL Plc: Continuing Connected Transactions Purchase of Raw Materials for Repairing

  United Company RUSAL Plc: Continuing Connected Transactions Purchase of Raw
  Materials for Repairing

Business Wire

HONG KONG -- December 27, 2012

Regulatory News:

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)


The Company is pleased to announce that on 27 December 2012, RUS-Engineering,
as the buyer, and Energoprom Management, as the supplier, entered into the
Cathode Blocks Supply Agreement.

THE CATHODE BLOCKS SUPPLY AGREEMENT

The Company is pleased to announce that on 27 December 2012, RUS-Engineering,
as the buyer, and Energoprom Management, as the supplier, entered into a
cathode blocks supply agreement (the “Cathode Blocks Supply Agreement”)
pursuant to which RUS-Engineering agreed to buy and Energoprom Management
agreed to sell approximately 26,360 tonnes of cathode blocks for the year
ending 31 December 2013, for a total consideration of up to approximately
USD40.541 million.

Under the Cathode Blocks Supply Agreement, the consideration is to be
satisfied in cash via wire transfer within 20 days after the date of supply.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Based on the terms of the Cathode Blocks Supply Agreement, the annual
aggregate transaction amount that is payable by members of the Group to
Energoprom Management for the financial year ending 31 December 2013 is
estimated to be up to approximately USD40.541 million.

This annual aggregate transaction amount is estimated by the Directors based
on the amount of cathode blocks to be supplied and their contract price, and
also the relevant historical figures for the year ended 31 December 2012.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The transactions contemplated under the Cathode Blocks Supply Agreement are
entered into for the purposes of repairing the pots for the aluminium smelters
as part of the pot repair programme. The Company considers that the
transactions contemplated under the Cathode Blocks Supply Agreement are for
the benefit of the Company, as Energoprom Management offered the supply of
cathode blocks to the Group at costs more favourable than the prevailing
market rate based on tender.

The consideration payable under the Cathode Blocks 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 cathode blocks respectively of
the same type and quality as those offered by Energoprom Management to
independent third parties.

The Directors (including the independent non-executive Directors) consider
that the Cathode Blocks Supply Agreement has been entered into on normal
commercial terms which are fair and reasonable and the transactions
contemplated under the Cathode Blocks 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 Cathode Blocks Supply Agreement save for Mr. Blavatnik who is
indirectly interested in more than 30% of Energoprom Management.

Accordingly, Mr. Blavatnik did not vote on the Board resolutions to approve
the Cathode Blocks 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 non-executive 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.

Accordingly, the transactions contemplated under the Cathode Blocks Supply
Agreement constituted continuing connected transactions of the Company.

The estimated annual aggregate transaction amount for the financial year
ending 31 December 2013 under the Cathode Blocks Supply Agreement is more than
0.1% but less than 5% under the applicable percentage ratios. 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 Cathode Blocks Supply Agreement 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 ENERGOPROM MANAGEMENT

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, aluminum, silicon and ferrous alloys.

DEFINITIONS

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
                                 Stock Exchange
                                 
“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
                                 
“Mr. Blavatnik”                  Mr. Len Blavatnik, a non-executive Director
                                 
                                 Mr. Victor Vekselberg, whose resignation as a
“Mr. Vekselberg”                 non-executive Director took effect on 16
                                 March 2012
                                 
“percentage ratios”              the percentage ratios under Rule 14.07 of the
                                 Listing Rules
                                 
“RUS-Engineering”                RUS-Engineering LLC, 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

By Order of the Board of Directors of

United Company RUSAL Plc

Vladislav Soloviev

Director

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
(Chairman).

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
http://www.rusal.ru/en/press-center/press-releases.aspx, respectively.

Contact:

United Company RUSAL Plc