United Company RUSAL Plc: Continuing Connected Transactions

  United Company RUSAL Plc: Continuing Connected Transactions

                            Sale of Raw Materials

Business Wire

HONG KONG -- January 24, 2013

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)


Reference is made to the announcements of the Company dated 28 December 2012
and 16 January 2013 in relation to certain continuing connected transactions
regarding the supply of raw materials by members of the Group to the
associates of Mr. Deripaska/En+.

The Company announces that on 24 January 2013, Open Joint Stock Company “RUSAL
Achinsk”, a member of the Group, as seller, has entered into a soda ash supply
contract with OJSC “Khakass bentonite”, an associate of Mr. Deripaska.

Reference is made to the announcements of the Company dated 28 December 2012
and 16 January 2013 in relation to certain continuing connected transactions
regarding the supply of raw materials by members of the Group to the
associates of Mr. Deripaska/En+.

SODA ASH SUPPLY CONTRACT

The Company announces that on 24 January 2013, Open Joint Stock Company “RUSAL
Achinsk” (“RUSAL Achinsk”), a member of the Group, as seller, has entered into
a contract with OJSC “Khakass bentonite”, an associate of Mr. Deripaska, as
buyer, pursuant to which RUSAL Achinsk agreed to supply and OJSC “Khakass
bentonite” agreed to purchase soda ash in the estimated volume of 2,000 tonnes
at the consideration of approximately USD0.675 million for the financial year
ending 31 December 2013 (the “Soda Ash Supply Contract”). The scheduled
termination date of the Soda Ash Supply Contract is on 31 December 2013, which
can be extended upon additional agreement between the parties. The
consideration is to be paid in advance, and is to be satisfied in cash via
wire transfer.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions under the Soda Ash Supply Contract and the Previously Disclosed
2013 Raw Materials Supply Contracts are required to be aggregated, as they
were entered into by the Group with the associates of the same connected
persons or with parties connected or otherwise associated with one another,
and the subject matter of each of the contracts relates to the supply of raw
materials by the Group.

The annual aggregate transaction amount payable under the Soda Ash Supply
Contract and the Previously Disclosed 2013 Raw Materials Supply Contracts is
estimated to be up to approximately USD14.395 million for the year ending 31
December 2013.

The annual aggregate amounts are estimated by Directors based on the maximum
amount of consideration payable under the terms of the Soda Ash Supply
Contract and the Previously Disclosed 2013 Raw Materials Supply Contracts.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The entry into of the Soda Ash Supply Contract is in the ordinary and usual
course of business of the Group. The Company believes that the entry into of
the Soda Ash Supply Contract with its connected persons is for the benefit of
the Company as the Group is assured of payment on a timely basis.

The terms of the Soda Ash Supply Contract have been negotiated on arm’s length
basis between member of the Group and the associates of Mr. Deripaska, and the
transactions are entered into on normal commercial terms. The consideration
payable under the Soda Ash Supply Contract has been arrived at by reference to
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 members of the Group to independent third parties.

The Directors (including the independent non-executive Directors) consider
that the Soda Ash Supply Contract have been negotiated on an arm’s length
basis and on normal commercial terms which are fair and reasonable and the
transactions contemplated thereunder 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 Soda Ash Supply Contract save for Mr. Deripaska who is indirectly
interested in more than 30% of the issued share capital of OJSC “Khakass
bentonite”. Accordingly, Mr. Deripaska did not vote on the Board resolutions
approving the Soda Ash Supply Contract.

LISTING RULES IMPLICATIONS

OJSC “Khakass bentonite” is held indirectly by Mr. Deripaska, the chief
executive officer of the Company and an executive Director, as to more than
30% of the issued share capital. OJSC “Khakass bentonite” is therefore an
associate of Mr. Deripaska and is thus a connected person of the Company.

Accordingly, the transactions contemplated in the Soda Ash Supply Contract
constitute continuing connected transactions of the Company.

As the applicable percentage ratios (other than the profits ratio) for the
Soda Ash Supply Contract and the Previously Disclosed 2013 Raw Materials
Supply Contracts for the year ending 31 December 2013 are more than 0.1% but
less than 5%, pursuant to Rule 14A.34 of the Listing Rules, the transactions
contemplated under the Soda Ash Supply Contract and the Previously Disclosed
2013 Raw Materials Supply 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. They are exempt from the
independent shareholders’ approval requirements of Chapter 14A of the Listing
Rules.

Details of the Soda Ash Supply Contract and the Previously Disclosed 2013 Raw
Materials Supply 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

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.

OJSC “Khakass bentonite” is principally engaged in the production of
bentonitic clay.

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 of the Company
                                 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
                                 En+ Group Limited, a company incorporated in
“En+”                            Jersey, the controlling shareholder (as
                                 defined in the Listing Rules) of the Company
“Group”                          the Company and its subsidiaries
“Listing Rules”                  The Rules Governing the Listing of Securities
                                 on the Stock Exchange
                                 Mr. Oleg Deripaska, the chief executive
“Mr. Deripaska”                  officer of the Company and an executive
                                 Director, who also indirectly holds more than
                                 50% interests in En+
“percentage ratios”              the percentage ratios under Rule 14.07 of the
                                 Listing Rules
                                 the raw materials supply contracts pursuant
                                 to which members of the Group were the
“Previously Disclosed 2013       sellers and the associates of Mr.
Raw Materials Supply             Deripaska/En+ were the buyers in relation to
Contracts”                       the financial year ending 31 December 2013,
                                 as disclosed in the announcements of the
                                 Company dated 28 December 2012 and 16 January
                                 2013
“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
  Vladislav Soloviev
  Director

25 January 2013

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
 
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