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30.08.2019 09:33


UC RUSAL PLC (UCR)

Сведения, раскрываемые иностранным эмитентом иностранным инвесторам. Сообщение о связанных сделках.


Сведения, раскрываемые иностранным эмитентом иностранным инвесторам. Сообщение о связанных сделках.
1. Общие сведения
1.1. Полное фирменное наименование эмитента: Юнайтед Компани РУСАЛ Плс (United Company RUSAL Plc)
1.2. Сокращенное фирменное наименование эмитента: -
1.3. Место нахождения эмитента: 44 Эспланэйд, Сент-Хелиер, Джерси, JE4 9WG (44 Esplanade, St. Helier, Jersey JE4 9WG)
1.4. ОГРН эмитента: Регистрационный номер юридического лица 94939
1.5. ИНН эмитента: Не присвоен.
1.6. Уникальный код эмитента, присвоенный регистрирующим органом: Не присвоен.
1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации: http://rusal.ru/investors/info/moex/; http://e-disclosure.ru/portal/company.aspx?id=35101
2. Содержание сообщения
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
HEAT SUPPLY CONTRACT
Reference is made to the announcements of the Company dated 30 December 2016, 28 February 2017, 29 December 2017, 2 February 2018, 28 December 2018 and 23 May 2019 in relation to the Previously Disclosed Heat Supply Contracts.
The Company announces that a member of the Group has entered into a contract with an associate of En+, pursuant to which an associate of En+ agreed to supply heat energy to a member of the Group (the “New Heat Supply Contract”).
THE NEW HEAT SUPPLY CONTRACT
Reference is made to the announcements of the Company dated 30 December 2016, 28 February 2017, 29 December 2017, 2 February 2018, 28 December 2018 and 23 May 2019 in relation to the Previously Disclosed Heat Supply Contracts.
The Company announces that a member of the Group has entered into the New Heat Supply Contract, details of which are set out below:
Date of the contract
Purchaser (member of the Group)
Supplier (associate of En+)
Term of contract
Form of heat
Estimated amount of heat to be supplied for each year (approximate)
Estimated consideration payable for the years ending 31 December excluding VAT (USD)
Payment terms
29 August 2019, which is an additional agreement to the original contract dated
22 May 2019 (the terms of this additional agreement commenced on 3 June 2019)
Limited Liability Company “United Company RUSAL Anode Plant”
Limited Liability Company “Irkutskenergosbyt” (Note 2)
Up to 31 May 2022
Supply of domestic hot water
Gcal/m2 — 1258.58
2019: USD1,615
2020: USD2,768
2021: USD2,768
2022: USD1,154 (Note 1)
On or before the 18th day of the current accounting period, the consumer shall pay 35% of the heat energy cost as approved by the parties; on or before the last day of the current accounting period the consumer shall pay 50% of the heat energy cost as approved by the parties; on or before the 10th day of the month following the accounting period, the consumer shall pay the balance between of actual consumed heat energy as registered by metering instruments readings or based on the calculation if a metering instrument is not available, and the amount already paid by the consumer
Total estimated consideration payable (USD)
2019: USD1,615
2020: USD2,768
2021: USD2,768
2022: USD1,154
Notes:
1. The thermal energy rate is in accordance with the thermal energy tariff. The price of the New Heat Supply Contract is stated in accordance with the Order of Irkutsk Regional Tariff Authority dated 30 November 2017. The thermal energy tariff for each of the years 2019, 2020, 2021 and 2022 is USD28.08/Gcal, USD29.82/Gcal, USD31.03/Gcal and USD31.66/Gcal, respectively.
2. Limited Liability Company “Irkutskenergosbyt” signed the contract as agent of JSC “Baikalenergo” which will supply the heat energy.
The consideration under the New Heat Supply Contract will be settled in cash via bank transfer.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts should be aggregated, as they were entered into by members of the Group with associates of En+, and the subject matter of each contract relates to the heat supply by the associates of En+ to the Group.
The annual aggregate transaction amount that is payable by the Group to the associates of En+ under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts for each of the financial years ending 31 December 2019, 31 December 2020, 31 December 2021 and 31 December 2022 is estimated to be approximately USD9.825 million, USD4.668 million, USD2,768 and USD1,154, respectively.
As no other party participated in the open bidding procedure, the New Heat Supply Contract was entered into with Limited Liability Company “Irkutskenergosbyt”, agent of JSC “Baikalenergo”, which is the supplier of last resort in the Irkutsk region.
The contract price of the New Heat Supply Contract has been arrived with reference to the market price and on terms no less favourable than those prevailing in the Russian market for the heat of the same type and quality and those offered by the associates of En+ to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts, which was based on the need of heat by the Group for the year.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The New Heat Supply Contract have been entered into for obtaining heat for the Group’s production process and for its facilities. The Company considers that the transactions contemplated under the New Heat Supply Contract is for the benefit of the Company as there is no alternative supplier available in the region.
The Directors (including the independent non-executive Directors) consider that the New Heat Supply Contract is on normal commercial terms, which are fair and reasonable, and the transactions contemplated under the New Heat Supply 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 under the New Heat Supply Contract, save for Mr. Christopher Burnham and Mr. Nick Jordan who are directors of En+, Mr. Vyacheslav Solomin, who is the chief operating officer of En+, and Mr. Vladimir Kolmogorov, who is the first deputy chief executive officer for technical policy of En+, which holds more than 30% of the issued share capital of Limited Liability Company “Irkutskenergosbyt”. Mr. Vladimir Kolmogorov is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Mr. Christopher Burnham, Mr. Nick Jordan, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov did not vote on the Board resolution approving the New Heat Supply Contract.
LISTING RULES IMPLICATIONS
Limited Liability Company “Irkutskenergosbyt” is held by En+ (being a substantial shareholder of the Company) as to more than 30% of the issued share capital and is therefore an associate of En+ which in turn is a substantial shareholder of the Company. Accordingly, Limited Liability Company “Irkutskenergosbyt” is a connected person of the Company under the Listing Rules. The transactions contemplated under the New Heat Supply Contract therefore constitute continuing connected transactions of the Company.
The estimated annual aggregate transaction amount of the continuing connected transactions under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2019 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 shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Details of the New Heat Supply Contract and the Previously Disclosed Heat 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.
PRINCIPAL BUSINESS ACTIVITIES
The Company is principally engaged in the production and sale of aluminium, including alloys and value-added products, and alumina.
Limited Liability Company “Irkutskenergosbyt” is principally engaged in sales of electricity and capacity.
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 of Hong Kong Limited.
“connected person(s)” 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 International public joint-stock company (formerly En+ Group Plc), a company registered in accordance with the procedure established by the laws of the Russian Federation, in accordance with the Federal Law of the Russian Federation “On International Companies”, and which is a shareholder of the Company.
“Group” the Company and its subsidiaries.
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
“percentage ratios” the percentage ratios under Rule 14.07 of the Listing Rules.
“Previously Disclosed Heat Supply Contracts” the heat supply contracts entered into between members of the Group and associates of En+, pursuant to which the associates of En+ agreed to supply heat energy to members of the Group as disclosed in the announcements of the Company dated 30 December 2016, 28 February 2017, 29 December 2017, 2 February 2018, 28 December 2018 and 23 May 2019.
“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
30 August 2019
As at the date of this announcement, the executive Directors are Mr. Evgenii Nikitin, Mr. Evgeny Kuryanov and Mr. Evgenii Vavilov, the non-executive Directors are Mr. Marco Musetti, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov and the independent non-executive Directors are Dr. Elsie Leung Oi-sie, Mr. Dmitry Vasiliev, Mr. Bernard Zonneveld (Chairman), Mr. Maxim Poletaev, Mr. Randolph N. Reynolds, Mr. Kevin Parker, Mr. Christopher Burnham and Mr. Nick Jordan.
All announcements published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx and http://rusal.ru/investors/info/moex/ respectively.
3. Подпись
3.1. Менеджер
Юнайтед Компани РУСАЛ Плс по доверенности № РАМ-ДВ-19-0077 от 18 августа 2019 г.
Д. Сидаркевич
3.2. Дата: «30» августа 2019 г.
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