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United Company RUSAL Plc: Continuing Connected Transactions Transportation Contracts

  United Company RUSAL Plc: Continuing Connected Transactions Transportation
  Contracts

Business Wire

HONG KONG -- March 3, 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
                           TRANSPORTATION CONTRACTS

Reference is made to the announcement of the Company dated 28 December 2012 in
relation to certain transportation contracts. The Company would like to
provide updated information in relation to the transportation contracts.

KRAMZ-AUTO TRANSPORTATION CONTRACT

The Company announces that on 1 March 2013, RUSAL Taishet Aluminium Smelter, a
member of the Group, and KraMZ-Auto, being an associate of En+ and Mr.
Deripaska, entered into a transportation contract, pursuant to which
KraMZ-Auto agreed to provide transportation services (including carriage of
goods) to RUSAL Taishet Aluminium Smelter at the estimated consideration of
approximately USD0.521 million for the year ending 31 December 2013 (the
“KraMZ-Auto Transportation Contract”).

The KraMZ-Auto Transportation Contract is scheduled to be terminated on 31
December 2013. The consideration is to be paid in cash via wire transfer and
will be settled on a monthly basis within 60 days from receipt of tax invoice.

STROYSERVICE TRANSPORTATION CONTRACT

The Company also announces that on 1 March 2013, RUSAL Taishet Aluminium
Smelter and Stroyservice, being an associate of Mr. Deripaska, entered into a
transportation contract, pursuant to which Stroyservice agreed to provide
transportation services (including carriage of goods, bulldozer and excavator)
to RUSAL Taishet Aluminium Smelter at the estimated consideration of
approximately USD0.36 million for the year ending 31 December 2013 (the
“Stroyservice Transportation Contract”).

The Stroyservice Transportation Contract is scheduled to be terminated on 31
December 2013. The consideration is to be paid in cash via wire transfer and
will be settled on a monthly basis within 60 days from receipt of tax invoice.

THE AGGREGATION APPROACH AND THE ANNUAL AGGREGATE TRANSACTION AMOUNTS

Pursuant to Rule 14A.25 of the Listing Rules, the KraMZ-Auto Transportation
Contract, the Stroyservice Transportation Contract and the Previously
Disclosed 2013 Transportation Contracts are required to be aggregated as they
are each entered into by the Group with the associates of En+/Mr. Deripaska
and the subject matter of each contract relates to the provision of
transportation services by the associates of En+/Mr. Deripaska to the Group.

The annual aggregate transaction amount that is payable by the Group to the
associates of En+/Mr. Deripaska under the KraMZ-Auto Transportation Contract,
the Stroyservice Transportation Contract and the Previously Disclosed 2013
Transportation Contracts for the financial year ending 31 December 2013 is
estimated to be up to approximately USD17.751 million. This annual aggregate
transaction amount is estimated by the Directors based on the need for
transportation services by the Group, the total contract price and the
historical figure for the years ended 31 December 2011 and 31 December 2012.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The KraMZ-Auto Transportation Contract and the Stroyservice Transportation
Contract are entered into for the purpose of transporting the goods and
equipment of the Group. The Company considers that the transactions
contemplated under the KraMZ-Auto Transportation Contract and the Stroyservice
Transportation Contract are for the benefit of the Company as the services
provided are required in the production programmes of the Group.

The KraMZ-Auto Transportation Contract and the Stroyservice Transportation
Contract are on arm’s length commercial terms. The consideration payable under
the KraMZ-Auto Transportation Contract and the Stroyservice Transportation
Contract has been determined with reference to the market price and on terms
no less favourable than those prevailing in the Russian market for
transportation services of the same type and quality and those offered by
KraMZ-Auto and Stroyservice to independent third parties.

The Directors (including the independent non-executive Directors) consider
that the KraMZ-Auto Transportation Contract and the Stroyservice
Transportation Contract are on normal commercial terms which are fair and
reasonable and the transactions contemplated under the KraMZ-Auto
Transportation Contract and the Stroyservice Transportation Contract 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 KraMZ-Auto Transportation Contract and the Stroyservice Transportation
Contract save for Mr. Deripaska who is indirectly interested in more than 30%
of the issued share capital of each of KraMZ-Auto and Stroyservice.
Accordingly, Mr. Deripaska did not vote on the Board resolutions for approving
the KraMZ-Auto Transportation Contract and the Stroyservice Transportation
Contract.

LISTING RULES IMPLICATIONS

KraMZ-Auto is an indirect subsidiary of En+, a substantial shareholder of the
Company which is indirectly held by Mr. Deripaska as to more than 50% of the
issued share capital. KraMZ-Auto is therefore an associate of En+ and Mr.
Deripaska, the chief executive officer of the Company and an executive
Director. Accordingly, KraMZ-Auto is a connected person of the Company under
the Listing Rules.

Mr. Deripaska is indirectly interested in more than 30% of the issued share
capital of Stroyservice. Stroyservice is therefore an associate of Mr.
Deripaska. Stroyservice is thus a connected person of the Company under the
Listing Rules.

Accordingly, the transactions contemplated under each of the KraMZ-Auto
Transportation Contract and the Stroyservice Transportation Contract
constitute continuing connected transactions of the Company.

The annual aggregate transaction amount for the financial year ending 31
December 2013 of the continuing connected transactions under the KraMZ-Auto
Transportation Contract, the Stroyservice Transportation Contract and the
Previously Disclosed 2013 Transportation Contracts 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 the 2013
Transportation 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. These transactions are exempt
from the independent shareholders’ approval requirements under Chapter 14A of
the Listing Rules.

Information on the KraMZ-Auto Transportation Contract, the Stroyservice
Transportation Contract and the Previously Disclosed 2013 Transportation
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.

KraMZ-Auto is principally engaged in the provision of transportation services.

Stroyservice is principally engaged in the construction, repairing and
provision of transportation services.

DEFINITIONS

In this announcement, the following expressions have the following meanings,
unless the context otherwise requires:

“associate”                  has the same meaning ascribed to it 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 to it under the
                               Listing Rules.
“continuing connected          has the same meaning ascribed to it under the
transaction”                   Listing Rules.
“Director(s)”                  the director(s) of the Company.
                               En+ Group Limited, a company incorporated in
“En+”                          Jersey, a substantial shareholder of the
                               Company.
“Group”                        the Company and its subsidiaries.
“KraMZ-Auto”                   KraMZ-Auto LLC, an indirect subsidiary of En+.
“Listing Rules”                The Rules Governing the Listing of Securities
                               on the Stock Exchange.
“Mr. Deripaska”                Mr. Oleg Deripaska, the chief executive officer
                               and an executive Director of the Company.
“percentage ratios”            the percentage ratios under Rule 14.07 of the
                               Listing Rules.
                               the transportation contracts entered into
                               between members of the Group and the associates
                               of Mr. Deripaska/En+, in relation to the year
“Previously Disclosed 2013     ending 31 December 2013, pursuant to which the
Transportation Contracts”      associates of Mr. Deripaska/En+ provide
                               transportation services to members of the
                               Group, as disclosed in the Company’s
                               announcement dated 28 December 2012.
“RUSAL Taishet Aluminium       Limited Liability Company “RUSAL Taishet
Smelter”                       Aluminium Smelter”, an indirect wholly-owned
                               subsidiary of the Company
“Stock Exchange”               The Stock Exchange of Hong Kong Limited.
“Stroyservice”                 Limited Liability Company “Stroyservice”, an
                               associate of Mr. Deripaska
“subsidiary”                   has the same meaning ascribed to it under the
                               Listing Rules.
“substantial shareholder”      has the same meaning ascribed to it 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


4 March 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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