Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,408.54 -16.31 -0.10%
S&P 500 1,864.85 2.54 0.14%
NASDAQ 4,095.52 9.29 0.23%
Ticker Volume Price Price Delta
STOXX 50 3,155.81 16.55 0.53%
FTSE 100 6,625.25 41.08 0.62%
DAX 9,409.71 91.89 0.99%
Ticker Volume Price Price Delta
NIKKEI 14,516.27 98.74 0.68%
TOPIX 1,173.37 6.78 0.58%
HANG SENG 22,760.24 64.23 0.28%

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 14, 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,
28 January 2013 and 6 February 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.

The Company announces that on 11 February 2013, RUSAL TH, a subsidiary of the
Company, as seller, and Khimprom, an associate of Mr. Vekselberg, as buyer,
entered into a sale of aluminium powder agreement.

Reference is made to the announcements of the Company dated 28 December 2012,
28 January 2013 and 6 February 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.

KHIMPROM SALE OF ALUMINIUM POWDER AGREEMENT

On 11 February 2013, RUSAL TH, a subsidiary of the Company, as seller, entered
into a sale of aluminium powder agreement with Khimprom, as buyer, (the
“Khimprom Sale of Aluminium Powder Agreement”), pursuant to which RUSAL TH
agrees to supply and Khimprom agrees to purchase aluminium powder at a total
consideration of up to USD0.187 million. It is currently expected that the
total supply will be of approximately 40 tonnes during the year ending 31
December 2013. The term of the contract is up to 31 December 2013.

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

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions contemplated under the Khimprom Sale of Aluminium Powder
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 Khimprom Sale of Aluminium Powder 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
USD20.99 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 Aluminium Powder Agreement are for the benefit of the Company as the
aluminium powder to be supplied under the agreement is the current excess raw
materials unused by the Group, and that the aluminium powder sold under the
relevant agreements is 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 Aluminium Powder 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
aluminium powder of the same type and quality and 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 Aluminium Powder
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 Aluminium Powder 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
Aluminium Powder Agreement constitute continuing connected transactions of the
Company.

The annual aggregate transaction amount of the continuing connected
transactions under the Khimprom Sale of Aluminium Powder 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 2012 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 Aluminium Powder 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 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.
                              
“Group”                      the Company and its subsidiaries.
                              
                             Open Joint Stock Company “Khimprom”, a company
“Khimprom”                   incorporated under the laws of the Russian
                             Federation.
                              
“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 and the
“Previously Disclosed 2013   associates of SUAL Partners, Mr. Vekselberg
Sale of Raw Materials        and/or Mr. Blavatnik were the buyers, in relation
Agreements”                  to the financial year ending 31 December 2013, as
                             disclosed in the announcements of the Company
                             dated 28 December 2012, 28 January 2013 and 6
                             February 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

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
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement