United Company RUSAL Plc: Continuing Connected Transactions Sale of Raw Materials

  United Company RUSAL Plc: Continuing Connected Transactions Sale of Raw
  Materials

Business Wire

HONG KONG -- January 27, 2013

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 TRANSACTIONS
                            SALE OF RAW MATERIALS

 
Reference is made to the announcement of the Company dated 28 December 2012 in
relation to, among other things, certain sale of raw materials agreements
between members of the Group and the associates of SUAL Partners, Mr.
Vekselberg and Mr. Blavatnik.
 

Reference is made to the announcement of the Company dated 28 December 2012 in
relation to, among other things, certain sale of raw materials agreements
between members of the Group and the associates of SUAL Partners, Mr.
Vekselberg and Mr. Blavatnik.

KHIMPROM SALE OF SILICON AGREEMENT

On 25 January 2013, RUSAL TH, a subsidiary of the Company, as seller, entered
into a sale of silicon agreement with Khimprom, as buyer, (the “Khimprom Sale
of Silicon Agreement”), pursuant to which RUSAL TH agrees to supply and
Khimprom agrees to purchase silicon of approximately 1,100 tonnes during the
year ending 31 December 2013, at a total consideration of up to USD2.64
million. The scheduled termination date of the Khimprom Sale of Silicon
Agreement is 31 December 2013, subject to an automatic renewal clause for one
year, while both parties can choose not to renew without prior consent of the
other party 20 days before the scheduled termination date.

Under the Khimprom Sale of Silicon Agreement, the consideration is to be 100%
pre-paid and satisfied in cash via wire transfer.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Based on the terms of the Khimprom Sale of Silicon Agreement and the
Previously Disclosed 2013 Sale of Raw Materials Agreements, the annual
aggregate transaction amount that is payable by the associates of SUAL
Partners, Mr. Vekselberg and Mr. Blavatnik to the Group is approximately
USD20.69 million for the year ending 31 December 2013.

The annual aggregate transaction amounts were estimated by the Directors based
on the amount of the raw materials to be supplied and the relevant contract
price.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Directors consider that the transactions contemplated under the Khimprom
Sale of Silicon Agreement are for the benefit of the Company as the silicon
supplied under the these agreements was the current excess raw materials
unused by the Group, and that the silicon sold under the relevant agreements
were required under Regulation of Federal Antimonopoly Service of the Russian
Federation (FAS) to meet the demand of domestic customers.

The terms of the Khimprom Sale of Silicon Agreement have been negotiated on
arm’s length basis between the Group and the associate of Mr. Vekselberg and
are on normal commercial terms. The consideration payable under this agreement
has been determined with reference to the market price and on terms no less
favourable than those prevailing in the Russian market for the silicon of the
same type and quality as those offered by the Group to independent third
parties.

The Directors (including the independent non-executive Directors) consider
that the transactions contemplated under the Khimprom Sale of Silicon
Agreement were entered into on normal commercial terms which are fair and
reasonable and the transactions contemplated 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 Khimprom Sale of Silicon Agreement.

LISTING RULES IMPLICATIONS

Mr. Vekselberg, being a non-executive Director until his resignation on 16
March 2012, is indirectly interested in more than 30% in Khimprom.
Accordingly, Khimprom is a connected person of the Company under the Listing
Rules.

Accordingly, the transactions contemplated under the Khimprom Sale of Silicon
Agreement constitute continuing connected transactions of the Company.

The annual aggregate transaction amount of the continuing connected
transactions under the Khimprom Sale of Silicon Agreement and the Previously
Disclosed 2013 Sale of Raw Materials Agreements for the financial year ending
31 December 2013 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 for the year ending 31 December 2013 are
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 Khimprom Sale of Silicon Agreement and the Previously Disclosed
2013 Sale of Raw Materials Agreements 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.

Khimprom is principally engaged in producing chemicals.

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
“Company”                      liability 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.
“Group”                        the Company and its subsidiaries.
                               Open Joint Stock Company “Khimprom”, a
“Khimprom”                     company incorporated under the laws of the
                               Russian Federation.
                               the Rules Governing the Listing of
“Listing Rules”                Securities On The Stock Exchange Of Hong
                               Kong Limited.
“Mr. Blavatnik”                Mr. Len Blavatnik, a non-executive
                               Director.
                               Mr. Victor Vekselberg, whose resignation as
“Mr. Vekselberg”               a non-executive Director took effect on 16
                               March 2012.
“percentage ratios”            the percentage ratios under Rule 14.07 of
                               the Listing Rules.
                               the sale of raw materials agreements under
                               which members of the Group were the sellers
“Previously Disclosed 2013     and the associates of SUAL Partners, Mr.
Sale of Raw Materials          Vekselberg and/or Mr. Blavatnik were the
Agreements”                    buyers, in relation to the financial year
                               ending 31 December 2013, as disclosed in
                               the announcement of the Company dated 28
                               December 2012.
“Stock Exchange”               The Stock Exchange of Hong Kong Limited.
                               SUAL Partners Limited, a company
“SUAL Partners”                incorporated under the laws of Bahamas,
                               which is a substantial shareholder of the
                               Company.
“substantial shareholder”      has the same meaning abscribed 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                   
  Vladislav Soloviev
  Director
                                               

28 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