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 -- February 7, 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 announcements of the Company dated 28 December 2012,
16 January 2013, 25 January 2013 and 28 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 7 February 2013, RUSAL TH, a member of the
Group, as seller, has entered into the Aluminium Granules Supply Contract with
JSC “BaselCement-Pikalevo”, an associate of Mr. Deripaska.


Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013, 25 January 2013 and 28 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+.

ALUMINIUM GRANULES SUPPLY CONTRACT

The Company announces that on 7 February 2013, RUSAL TH, a member of the
Group, as seller, has entered into a contract with JSC “BaselCement-Pikalevo”,
an associate of Mr. Deripaska, as buyer, pursuant to which RUSAL TH agreed to
supply and JSC “BaselCement-Pikalevo” agreed to purchase aluminium granules in
the estimated volume of 50 tonnes at the consideration of approximately
USD0.38 million for the financial year ending 31 December 2013 (the “Aluminium
Granules Supply Contract”). The scheduled termination date of the Aluminium
Granules Supply Contract is on 31 December 2013. 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 Aluminium Granules 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 Aluminium Granules
Supply Contract and the Previously Disclosed 2013 Raw Materials Supply
Contracts is estimated to be up to approximately USD17.175 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 Aluminium Granules
Supply Contract and the Previously Disclosed 2013 Raw Materials Supply
Contracts.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The entry into of the Aluminium Granules Supply Contract is in the ordinary
and usual course of business of the Group. The Company believes that the entry
into of the Aluminium Granules 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 Aluminium Granules Supply Contract have been negotiated on
arm’s length basis between member of the Group and the associate of Mr.
Deripaska, and the transactions are entered into on normal commercial terms.
The consideration payable under the Aluminium Granules 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 Aluminium Granules 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 Aluminium Granules Supply Contract save for Mr. Deripaska who is
indirectly interested in more than 30% of the issued share capital of JSC
“BaselCement-Pikalevo”. Accordingly, Mr. Deripaska did not vote on the Board
resolutions approving the Aluminium Granules Supply Contract.

LISTING RULES IMPLICATIONS

JSC “BaselCement-Pikalevo” is held by Basic Element as to more than 30% of the
issued share capital. Basic Element is in turn held by Mr. Deripaska (the
chief executive officer of the Company and an executive Director) as to more
than 50% of the issued share capital. JSC “BaselCement-Pikalevo” is therefore
an associate of Mr. Deripaska and is thus a connected person of the Company.

Accordingly, the transactions contemplated in the Aluminium Granules Supply
Contract constitute continuing connected transactions of the Company.

As the applicable percentage ratios (other than the profits ratio) for the
Aluminium Granules 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 Aluminium Granules 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 Aluminium Granules 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.

JSC “BaselCement-Pikalevo” is principally engaged in cement production for
construction industry.

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
                             
“Basic Element”              Basic Element Limited, a company incorporated in
                             Jersey
                             
“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 the
transaction”                 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. Deripaska”              Mr. Oleg Deripaska, the chief executive officer
                             of the Company and an executive Director
                             
“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 sellers and
“Previously Disclosed 2013   the associates of Mr. Deripaska/En+ were the
                             buyers in relation to the financial year ending
Raw Materials Supply         31 December 2013, as disclosed in the
Contracts”                   announcements of the Company dated 28 December
                             2012, 16 January 2013, 25 January 2013 and 28
                             January 2013
                             
                             Open joint-stock company “United Company RUSAL —
“RUSAL TH”                   Trading House”, a company incorporated in the
                             Russian Federation and an indirect wholly-owned
                             subsidiary of the Company
                             
“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

8 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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