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 -- July 2, 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, 28 January 2013 and 8 February 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 2 July 2013, Open Joint Stock Company “RUSAL
Achinsk”, a member of the Group, as seller, has entered into an addendum to
the Soda Ash Supply Contract with LLC “Eniseyskiy CBK”, an associate of Mr.
Deripaska.


Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013, 25 January 2013, 28 January 2013 and 8 February 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+.

ADDENDUM TO THE SODA ASH SUPPLY CONTRACT

The Company announces that on 2 July 2013, Open Joint Stock Company “RUSAL
Achinsk” (“RUSAL Achinsk”), a member of the Group, as seller, has entered into
an addendum to the Soda Ash Supply Contract (the “Addendum”) with LLC
“Eniseyskiy CBK”, an associate of Mr. Deripaska, as buyer, pursuant to which
RUSAL Achinsk agreed to supply and LLC “Eniseyskiy CBK” agreed to purchase
soda ash in the estimated volume of 4,000 tonnes at the consideration of
approximately USD1.13 million for the financial year ending 31 December 2013
in addition to the Soda Ash Supply Contract. The scheduled termination date of
the Addendum is on 31 December 2013, which can be extended upon further
agreement between the parties. The consideration is to be paid within 10 days
upon delivery, 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 Addendum 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 Addendum and the
Previously Disclosed 2013 Raw Materials Supply Contracts is estimated to be up
to approximately USD18.305 million for the year ending 31 December 2013.

The annual aggregate amounts are estimated by Directors based on the aggregate
maximum amount of consideration payable under the terms of the Addendum and
the Previously Disclosed 2013 Raw Materials Supply Contracts.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The entry into of the Addendum is in the ordinary and usual course of business
of the Group. The Company believes that the entry into of the Addendum with
LLC “Eniseyskiy CBK”, an associate of Mr. Deripaska, is for the benefit of the
Company as the Group is assured of payment on a timely basis.

The terms of the Addendum 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 Addendum 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 Addendum has 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 Addendum save for Mr. Deripaska who is indirectly interested in more
than 30% of the issued share capital of LLC “Eniseyskiy CBK”. Accordingly, Mr.
Deripaska did not vote on the Board resolutions approving the Addendum.

LISTING RULES IMPLICATIONS

LLC “Eniseyskiy CBK” is held indirectly by Mr. Deripaska, the chief executive
officer of the Company and an executive Director, as to more than 30% of its
issued share capital. LLC “Eniseyskiy CBK” is therefore an associate of Mr.
Deripaska and is thus a connected person of the Company.

Accordingly, the transactions contemplated under the Addendum constitute
continuing connected transactions of the Company.

As the applicable percentage ratios (other than the profits ratio) for the
Addendum 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
Addendum 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 Addendum 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 71,000 people.

LLC “Eniseyskiy CBK” is principally engaged in the production of pasteboard
paper.

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
                                En+ Group Limited, the controlling shareholder
“En+”                           (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. Oleg Deripaska, the chief executive
“Mr. Deripaska”                 officer of the Company and an executive
                                Director, who also indirectly holds more than
                                50% interests in En+
“percentage ratios”             the percentage ratios under Rule 14.07 of the
                                Listing Rules
                                the raw materials supply contracts between
                                certain members of the Group (as the sellers)
                                and the associates of Mr. Deripaska/En+ (as
“Previously Disclosed 2013      the buyers) in relation to the financial year
Raw Materials Supply            ending 31 December 2013, as disclosed in the
Contracts”                      announcements of the Company dated 28 December
                                2012, 16 January 2013, 25 January 2013, 28
                                January 2013 and 8 February 2013, including
                                the Soda Ash Supply Contract
                                the Soda Ash Supply Contract as defined and
“Soda Ash Supply Contract”      disclosed in the Company’s announcement dated
                                16 January 2013
“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

3 July 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, Ms. Alexandra Bouriko and Ms. Ekaterina Nikitina, and the
independent non-executive Directors are Mr. Matthias Warnig (Chairman), Dr.
Peter Nigel Kenny, Mr. Philip Lader, Ms. Elsie Leung Oi-sie and Mr. Mark
Garber.

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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