United Company RUSAL Plc: Continuing Connected Transactions

  United Company RUSAL Plc: Continuing Connected Transactions

                            Sale of Raw Materials

Business Wire

HONG KONG -- February 5, 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 28 January 2013 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.

ADDITIONAL AGREEMENT TO DONCARB GRAPHITE SALE OF SILICON AGREEMENT

On 5 February 2013, SUAL-Kremniy-Ural, a subsidiary of the Company, as seller,
entered into an additional agreement to the sale of silicon agreement dated 11
December 2011 (the “Initial Agreement”, which was disclosed in the
announcement of the Company dated 8 December 2011), with Doncarb Graphite as
buyer (the “Additional Agreement to Doncarb Graphite Sale of Silicon
Agreement”), pursuant to which SUAL-Kremniy-Ural agreed to supply and Donbarb
Graphite agreed to purchase silicon of approximately 48 tonnes during the year
ending 31 December 2013, at a total consideration of up to USD0.112 million.
All other terms of the Initial Agreement remain unchanged and continue to
apply to the Additional Agreement to Doncarb Graphite Sale of Silicon
Agreement. The current scheduled termination date of the Initial Agreement and
the Additional Agreement to Doncarb Graphite 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.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions contemplated under the Additional Agreement to Doncarb Graphite
Sale of Silicon Agreement and the Previously Disclosed 2013 Sale of Raw
Materials Agreements will be aggregated, as they were entered into by the
Group with the associates of the same group of connected persons who are
parties connected or otherwise associated with one another, and the subject
matters of each of the agreements relate to the sale of raw materials by
members of the Group.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Based on the terms of the Additional Agreement to Doncarb Graphite 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 USD20.802 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 Additional
Agreement to Doncarb Graphite Sale of Silicon Agreement are for the benefit of
the Company as the silicon supplied under the Additional Agreement to Doncarb
Graphite Sale of Silicon Agreement was the current excess raw materials unused
by the Group, and that the silicon sold under the Additional Agreement to
Doncarb Graphite Sale of Silicon Agreement was required under Regulation of
Federal Antimonopoly Service of the Russian Federation (FAS) to meet the
demand of domestic customers.

The terms of the Additional Agreement to Doncarb Graphite Sale of Silicon
Agreement have been negotiated on arm’s length basis between the Group and
Doncarb Graphite 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 Additional Agreement to Doncarb
Graphite 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 Additional Agreement to Doncarb Graphite Sale of Silicon
Agreement, save for Mr. Blavatnik, being a non-executive Director who is
indirectly interested in more than 30% in SUAL Partners, and is also
indirectly interested in Doncarb Graphite as to more than 30%. Accordingly,
Mr. Blavatnik did not vote on the Board resolutions to approve the Additional
Agreement to Doncarb Graphite Sale of Silicon Agreement.

LISTING RULES IMPLICATIONS

SUAL Partners, being a substantial shareholder of the Company, has a
controlling interest of more than 30% in Doncarb Graphite. 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) also
indirectly holds more than 30% of the issued share capital of Doncarb
Graphite. Accordingly, Doncarb Graphite is an associate of each of SUAL
Partners, Mr. Vekselberg and Mr. Blavatnik, and thus is a connected person of
the Company under the Listing Rules.

Accordingly, the transactions contemplated under the Additional Agreement to
Doncarb Graphite Sale of Silicon Agreement constitute continuing connected
transactions of the Company.

The annual aggregate transaction amount of the continuing connected
transactions under the Additional Agreement to Doncarb Graphite 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 Additional Agreement to Doncarb Graphite 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.

Doncarb Graphite is principally engaged in the production of graphite products
and spare parts.

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.
                                 Doncarb Graphite Limited Liability Company, a
“Doncarb Graphite”               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.
“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.
                                 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
                                 announcements of the Company dated 28
                                 December 2012 and 28 January 2013.
“Stock Exchange”                 The Stock Exchange of Hong Kong Limited.
                                 SUAL Partners Limited, a company incorporated
“SUAL Partners”                  under the laws of Bahamas, which is a
                                 substantial shareholder of the Company.
“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
Vladislav Soloviev
Director

6 February 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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