United Company RUSAL Plc : Continuing Connected Transactions

  United Company RUSAL Plc : Continuing Connected Transactions

                            Sale of Raw Materials

Business Wire

HONG KONG -- September 16, 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)


Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013, 25 January 2013, 28 January 2013, 8 February 2013 and 3 July
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 16 September 2013, JSC Kremniy, a member of the
Group, as seller, entered into the Sale of Coal Sweepings Contract with JSC
Irkutskenergo, an associate of En+, as buyer.

Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013, 25 January 2013, 28 January 2013, 8 February 2013 and 3 July
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 SALE OF COAL SWEEPINGS CONTRACT

The Company announces that on 16 September 2013, JSC Kremniy, a member of the
Group, as seller, entered into a contract with JSC Irkutskenergo, an associate
of En+, as buyer, pursuant to which JSC Kremniy agreed to supply and JSC
Irkutskenergo agreed to purchase coal sweepings in the estimated volume of
2,400 tonnes at the consideration of approximately USD0.03 million for the
financial year ending 31 December 2013 (the “Sale of Coal Sweepings
Contract”). The scheduled termination date is on 31 December 2013. The
contract may be extended automatically for one year if neither party declares
its intention to terminate the contract in writing. The consideration is to be
paid within 10 days after shipment, 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 Sale of Coal Sweepings 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 Sale of Coal
Sweepings Contract and the Previously Disclosed 2013 Raw Materials Supply
Contracts is estimated to be up to approximately USD18.335 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 Sale of Coal Sweepings
Contract and the Previously Disclosed 2013 Raw Materials Supply Contracts.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The entry into of the Sale of Coal Sweepings Contract is in the ordinary and
usual course of business of the Group. The Company believes that the entry
into of the Sale of Coal Sweepings Contract with JSC Irkutskenergo is for the
benefit of the Company as there is lack of area for storage of coal sweepings
within the Group and the demand for coal sweepings in the market is low while
JSC Irkutskenergo is ready to buy coal sweepings of JSC Kremniy.

The terms of the Sale of Coal Sweepings Contract have been negotiated on arm’s
length basis between member of the Group and the associate of En+, and the
transactions are entered into on normal commercial terms. The consideration
payable under the Sale of Coal Sweepings 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 Sale of Coal Sweepings Contract 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 Sale of Coal Sweepings Contract save for Mr. Deripaska who is
beneficially interested in more than 50% of the issued share capital of En+.
Accordingly, Mr. Deripaska did not vote on the Board resolutions approving the
Sale of Coal Sweepings Contract.

LISTING RULES IMPLICATIONS

JSC Irkutskenergo is controlled by En+ (a substantial shareholder of the
Company) as to more than 30% of its issued share capital. Accordingly, JSC
Irkutskenergo is a connected person of the Company under the Listing Rules and
the transactions contemplated in the Sale of Coal Sweepings Contract
constitute continuing connected transactions of the Company.

As the applicable percentage ratios (other than the profits ratio) for the
Sale of Coal Sweepings 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 Sale of Coal Sweepings 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 Sale of Coal Sweepings 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 69,000 people.

JSC Irkutskenergo is principally engaged in the power generation. Power
generation base of Irkutskenergo comprises various hydro- and thermal power
plants: 3 hydraulic power plants, 9 thermal power plants, electricity
transmission networks (including backbone transmission networks with voltage
of 500 kW) and heat transmission networks.

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
“En+”                   En+ Group Limited, 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. Oleg Deripaska, the chief executive officer of the
“Mr. Deripaska”         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 pursuant to
                             which members of the Group were the sellers and
“Previously Disclosed 2013   the associates of Mr. Deripaska/En+ were the
Raw Materials Supply        buyers in relation to the financial year ending
Contracts”                   31 December 2013, as disclosed in the
                             announcements of the Company dated 28 December
                             2012, 16 January 2013, 25 January 2013, 28
                             January 2013, 8 February 2013 and 3 July 2013
“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 of America

  By Order of the Board of Directors of
 United Company RUSAL Plc
  Vladislav Soloviev
  Director

17 September 2013

As at the date of this announcement, the executive Directors are Mr. Oleg
Deripaska, Ms. Vera Kurochkina, Mr. Maxim Sokov, Mr. Vladislav Soloviev and
Mr. Stalbek Mishakov, 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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