UNITED COMPANY RUSAL, INTERNATIONAL 
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.
(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)Reference is made to the announcements of the Company dated 23 December 2014, 14 January 2015, 20 January 2015, 9 February 2015, 2 April 2015, 9 April 2015 and 4 September 2015 in relation to certain continuing connected transactions regarding the supply of raw materials by members of the Group, as sellers, to associates of Mr. Deripaska/En+, as buyers.
The Company announces that members of the Group, as seller, have entered into the following raw materials supply contracts with the associates of En+, as buyers, with particulars set out below (the "New Raw Materials Supply Contracts"):
Date of contract | Seller | Buyer (an associate of En+) | Raw materials to be supplied | Estimated delivery volume | Estimated consideration payable, excluding VAT (USD) | Payment terms | Scheduled termination date | |
1. | 17 December 2015 | Open joint stock company "United Company RUSAL-Trading House" ("RUSAL TH") | LLC "Sorskiy ferromolibdenoviy zavod" | Silicon | 2015- 10 tons 2016- 66 tons | 2015- 15,000 2016- 99,000 (Note 2) | 100% payment within 30 days from date of shipment | 31 December 2016 |
Date of contract | Seller | Buyer (an associate of En+) | Raw materials to be supplied | Estimated delivery volume | Estimated consideration payable, excluding VAT (USD) | Payment terms | Scheduled termination date | |
2. | Expected to be on or around 26 December 2015 (Note 1) | RUSAL Achinsk OJSC ("RUSAL Achinsk") | Achinsk Cement LLC | Clay from overburden | 2015- 4,371 tons | 2015- 3,829 (Note 3) | Payment for the first week will be made no later than the 30th date previous shipment. Payment for the subsequent weeks will be made no later than the last working day of previous week. | 31 December 2015 and may be extended by further agreement between the parties. |
Total: 2015- 18,829 2016- 99,000 |
Notes:
This is an addendum to the contract dated 22 December 2014 as disclosed in the Company's announcement dated 23 December 2014.
The contract price is agreed between the parties and based on per unit price of USD1,500/ton.
The contract price is agreed between the parties and based on per unit price of approximately USD0.88/ton.
The consideration under the New Raw Materials Supply Contracts is to be satisfied in cash via wire transfer.
Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions under the New Raw Materials Supply Contracts and the Previously Disclosed 2015 Raw Materials Supply Contracts are required to be aggregated together, 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 New Raw Materials Supply Contracts and the Previously Disclosed 2015 Raw Materials Supply Contracts is estimated to be approximately USD31.341 million for the year ending 31 December 2015.
The consideration payable under the under the New Raw Materials Supply Contracts has been arrived at after arm's length negotiation 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 customers. The annual aggregate amount is the maximum amount of consideration payable under the terms of the New Raw Materials Supply Contracts and the Previously Disclosed 2015 Raw Materials Supply Contracts based on the delivery volume for the year ending 31 December 2015 estimated by Directors and the demand from the buyers.
The Directors consider that the entering into each of the New Raw Materials Supply Contracts is for the benefit of the Company as the sale is profitable and the Group is assured of payment on a timely basis and there are less financial risks.
The Directors (including the independent non-executive Directors) consider that the New Raw Materials Supply Contracts 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 under the New Raw Materials Supply Contracts, save for Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova, who are directors of En+, being the holding company of Achinsk Cement LLC and of LLC "Sorskiy ferromolibdenoviy zavod". Mr. Deripaska is also indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova did not vote on the Board resolution approving the New Raw Materials Supply Contracts.
Each of Achinsk Cement LLC and LLC "Sorskiy ferromolibdenoviy zavod" is held by En+ as to more than 30% of the issued share capital and is therefore an associate of En+ which is a substantial shareholder of the Company and thus is a connected person of the Company under the Listing Rules.
Accordingly, the transactions contemplated under the New Raw Materials Supply Contracts constitute continuing connected transactions of the Company.
The estimated annual aggregate transaction amount for the financial year ending 31 December 2015 of the continuing connected transactions under the New Raw Materials Supply Contracts and the Previously Disclosed 2015 Raw Materials Supply Contracts is more than 0.1% but less than 5% under the applicable percentage ratios. Accordingly, pursuant to Rule 14A.76 of the Listing Rules, the transactions contemplated under these contracts are only subject to the announcement requirements set out in Rules 14A.35 and 14A.68, the annual review requirements set out in Rules 14A.49, 14A.55 to 14A.59, 14A.71 and 14A.72 and the requirements set out in Rules 14A.34 and 14A.50 to 14A.54 of the Listing Rules. These transactions are exempt from the circular and shareholders' approval requirements under Chapter 14A of the Listing Rules.
Details of the New Raw Materials Supply Contracts and the Previously Disclosed 2015 Raw Materials Supply Contracts will be included in the next annual report and accounts of the Company in accordance with Rule 14A.71 of the Listing Rules where appropriate.
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.
Achinsk Cement LLC is principally engaged in the production of cement.
LLC "Sorskiy ferromolibdenoviy zavod" is principally engaged in ferromolybdenum production.
In this announcement, the following expressions have the following meanings, unless the context otherwise requires:
"associate(s)" has the same meaning ascribed thereto under the Listing
Rules
"Board" the board of Directors
United Company RUSAL plc issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-18 01:06:14 UTC
Original Document: http://www.rusal.ru/upload/uf/4a0/LTN20151218033.pdf
