United Company RUSAL Plc: Continuing Connected Transactions Repair Services
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
REPAIR SERVICES
|
Reference is made to the announcements of the Company dated 2 July 2015, 30 December
2015, 12 January 2016, 5 February 2016 and 30 March 2016 in relation to the Previously
Disclosed Repair Services Contracts.
The Company announces that members of the Group entered into contracts with associates of
En+, pursuant to which the associates of En+ agreed to provide repair services to the members
of the Group.
|
THE REPAIR SERVICES CONTRACTS
The Company announces that members of the Group, entered into contracts with associates of En+, pursuant to which the associates
of En+ agreed to provide repair services to members of the Group (the “Repair Services Contracts”), details of which are set
out below.
| No. |
|
Date of
contract
|
|
Customer
(member of
the Group)
|
|
Contractor
(associate of En+)
|
|
Term of
contract
|
|
Repair
services
|
|
Estimated
consideration
payable for the
year ending 31
December 2016,
excluding VAT
(USD)
|
|
Payment terms
|
| 1 |
|
19 May 2016 |
|
Joint stock
company
“RUSAL
Sayanogorsk
Smelter”
|
|
ZAO
“Baikalenergo”
(“Baikalenergo”)
|
|
Up to 31
December
2016
|
|
Monthly
service to
the external
heat
networks
and
industrial
plant wiring
|
|
60,571 (Note 1) |
|
Payment to be made
within 60 calendar
days after receipt of
the original invoices
corresponding to the
certificates of
acceptance signed by
both parties
|
| 2 |
|
19 May 2016 |
|
Joint stock
company
“RUSAL
Sayanogorsk
Smelter”
|
|
Limited Liability
Company
“Khakassia
Utilities”
|
|
Up to 31
December
2016
|
|
Monthly
service to
the fuel
pump station
|
|
7,677 (Note 2)
|
|
Payment to be made
within 60 calendar
days after receipt of
the original invoices
corresponding to the
certificates of
acceptance signed by
both parties
|
| |
|
Total
estimated
consideration
for the year:
|
|
|
|
|
|
|
|
|
|
68,248 |
|
|
Note:
1. The service fee is based on the actual cost of monthly servicing works taking into account labour cost (approximately USD3.6
per man hour and estimated man hours: 16,825), cost of materials and scope.
2. The service fee is based on the actual cost of monthly servicing works taking into account labour cost (approximately USD3.4
per man hour and estimated man hours: 2,253), cost of materials and scope.
The Consideration will be settled by cash via wire transfer or set-off.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract prices payable under the Repair Services Contracts have been determined with reference to the market price and on
terms no less favourable than those prevailing in the Russian market for repair services of the same type and quality and those
offered by the associates of En+ to independent third parties. The Company invited several organizations to take part in the tender
in relation to the relevant required repair services and chose the contractor offering the best terms and conditions (taking into
account the price) and then entered into contract with the chosen contractors.
Based on the terms of the Repair Services Contracts and the Previously Disclosed Repair Services Contracts, the annual aggregate
transaction amount that is payable by the Group to the associates of En+ for the financial year ending 31 December 2016 is
estimated to be approximately USD12.12 million.
The annual aggregate transaction amount is estimated by the Directors based on the amount of repair services to be received and
their contract price.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the Repair Services
Contracts and the Previously Disclosed Repair Services Contracts should 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 matter of each of the contracts relates to the receipt of repair and maintenance services by members of the Group.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Directors consider that the Repair Services Contracts are for the benefit of the Company, as the contractors offered
competitive price.
The Directors (including the independent non-executive Directors) consider that the Repair Services Contracts have been
negotiated on an arm’s length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated
under the Repair Services Contracts 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 Repair Services 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 Baikalenergo and Limited Liability Company “Khakassia Utilities”. 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 Repair Services Contracts.
LISTING RULES IMPLICATIONS
Each of Baikalenergo and Limited Liability Company “Khakassia Utilities” is directly or indirectly 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.
The estimated annual aggregate transaction amount of the continuing connected transactions under the Repair Services Contracts
and the Previously Disclosed Repair Services Contracts for the financial year ending 31 December 2016 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 the independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules.
Details of the Repair Services Contracts and the Previously Disclosed Repair Services 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.
PRINCIPAL BUSINESS ACTIVITIES
The Company is principally engaged in the production and sale of aluminium, including alloys and value-added products, and
alumina.
Baikalenergo is principally engaged in generating heat and electricity, the production, transmission and distribution of steam
and hot water (thermal energy), and activities for supporting of operability of thermal networks.
Limited Liability Company “Khakassia Utilities” is principally engaged in generating heat and electricity, the production,
transmission and distribution of steam and hot water (thermal energy), and activities for ensuring operability of boiler rooms of
thermal power plants.
DEFINITIONS
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. |
| “Company” |
|
United Company RUSAL Plc, a limited liability
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 transactions” |
|
has the same meaning ascribed thereto under the Listing
Rules.
|
| “Director(s)” |
|
the director(s) of the Company. |
| “En+” |
|
En+ Group Limited, a company incorporated in Jersey, a
substantial shareholder of the Company.
|
| “Group” |
|
the Company and its subsidiaries.
|
| “Listing Rules” |
|
the Rules Governing the Listing of Securities on the
Stock Exchange.
|
| “Mr. Deripaska” |
|
Mr. Oleg Deripaska, an executive Director. |
| “percentage ratios” |
|
the percentage ratios under Rule 14.07 of the Listing Rules. |
|
“Previously Disclosed Repair
Services Contracts”
|
|
the repair services contracts between member of the
Group and the associate of En+, pursuant to which the
associate of En+ agreed to provide repair services to
member of the Group during the year 2016, as disclosed
in the announcements of the Company dated 2 July
2015, 30 December 2015, 12 January 2016, 5 February
2016 and 30 March 2016.
|
| “RUB” |
|
Rubles, the lawful currency of the Russian Federation |
| “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.
|
| “VAT” |
|
value added tax. |
By Order of the Board of Directors of
United Company RUSAL Plc
Aby Wong Po Ying
Company Secretary |
20 May 2016
As at the date of this announcement, the executive Directors are Mr. Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Stalbek
Mishakov, the non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr. Ivan Glasenberg, Mr. Maksim
Goldman, Ms. Gulzhan Moldazhanova, Mr. Daniel Lesin Wolfe, Ms. Olga Mashkovskaya and Ms. Ekaterina Nikitina, and the independent
non-executive Directors are Mr. Matthias Warnig (Chairman), Dr. Peter Nigel Kenny, Mr. Philip Lader, Dr. Elsie Leung Oi-sie, Mr.
Mark Garber and Mr. Dmitry Vasiliev.
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, http://rusal.ru/investors/info/moex/ and http://www.rusal.ru/en/press-center/press- releases.aspx, respectively.
United Company RUSAL Plc
View source version on businesswire.com: http://www.businesswire.com/news/home/20160519006227/en/