United Company RUSAL Plc: Continuing Connected Transactions Business Wire HONG KONG -- February 14, 2013 RegulatoryNews: 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 PURCHASE OF RAW MATERIALS FOR REPAIRING The Company is pleased to announce that on 14 February 2013, RUS-Engineering, as the buyer, and CJSC “EPM-NovEP”, as the seller, entered into the Carbon Paste Purchase Agreement. Reference is made to the announcement of the Company dated 28 December 2012 in relation to the Previously Disclosed Cathode Blocks Supply Agreement. THE CARBON PASTE PURCHASE AGREEMENT The Company is pleased to announce that on 14 February 2013, RUS-Engineering, as the buyer, and Closed Joint Stock Company “ENERGOPROM — Novosibirsk Electrode Plant” (“CJSC “EPM-NovEP””), as the seller, entered into a carbon paste purchase agreement (the “Carbon Paste Purchase Agreement”) pursuant to which RUS-Engineering agreed to buy and CJSC “EPM-NovEP” agreed to sell the estimated amount of carbon paste of up to approximately 8,691 tonnes for the year ending 31 December 2013, for a total consideration of up to approximately USD5.504 million. Under the Carbon Paste Purchase Agreement, the consideration is to be satisfied in cash via wire transfer within 20 calendar days after the date of supply. THE AGGREGATION APPROACH Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected transactions contemplated under the Carbon Paste Purchase Agreement should be aggregated with the continuing connected transactions under the Previously Disclosed Cathode Blocks Supply Agreement, as they were entered into by the Group with the associates of the same connected persons and the subject matter of each of the agreements relates to the purchase of raw materials by members of the Group for the purposes of the Group’s repair programme. THE ANNUAL AGGREGATE TRANSACTION AMOUNT Based on the terms of the Carbon Paste Purchase Agreement and the Previously Disclosed Cathode Blocks Supply Agreement, the annual aggregate transaction amount that is payable by members of the Group to the associates of Mr. Vekselberg and Mr. Blavatnik for the financial year ending 31 December 2013 is estimated to be up to approximately USD46.045 million. This annual aggregate transaction amount is estimated by the Directors based on the amount of raw materials 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 TRANSACTIONS The transactions contemplated under the Carbon Paste Purchase 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 Carbon Paste Purchase Agreement are for the benefit of the Company, as CJSC “EPM-NovEP” offered the supply of carbon paste to the Group at costs more favourable than the prevailing market rate based on tender. The consideration payable under the Carbon Paste Purchase Agreement has been determined with reference to the market price and on terms no less favourable than those prevailing in the Russian market for carbon paste of the same type and quality and those offered by CJSC “EPM-NovEP” to independent third parties. The Directors (including the independent non-executive Directors) consider that the Carbon Paste Purchase Agreement has been entered into on normal commercial terms which are fair and reasonable and the transactions contemplated under the Carbon Paste Purchase 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 Carbon Paste Purchase Agreement save for Mr. Blavatnik who is indirectly interested in more than 30% of CJSC “EPM-NovEP”. Accordingly, Mr. Blavatnik did not vote on the Board resolutions to approve the Carbon Paste Purchase Agreement. LISTING RULES IMPLICATIONS Each of Mr. Vekselberg and Mr. Blavatnik indirectly holds more than 30% of the issued share capital of CJSC “EPM-NovEP”. CJSC “EPM-NovEP”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, CJSC “EPM-NovEP” 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 Carbon Paste Purchase Agreement constituted continuing connected transactions of the Company. The estimated annual aggregate transaction amount for the financial year ending 31 December 2013 under the Carbon Paste Purchase Agreement and the Previously Disclosed 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 Carbon Paste Purchase Agreement and the Previously Disclosed 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 CJSC “EPM-NovEP” 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. CJSC “EPM-NovEP” is principally engaged in the production of graphite electrodes, carbon electrodes, cathode blocks, calcined petroleum coke and electrode paste. 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 “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 the Cathode Blocks Supply Agreement entered into between RUS-Engineering and Energoprom “Previously Disclosed Cathode Management CJSC for the purpose of the Group’s Blocks Supply Agreement” repair programme, as defined and disclosed in the Company’s announcement dated 28 December 2012 “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 15 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
United Company RUSAL Plc: Continuing Connected Transactions
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