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: 3-ий этаж, 44 Эспланэйд, Сент-Хелиер, JE4 9WG (3rd Floor, 44 Esplanade, St. Helier, 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
REPAIR SERVICES CONTRACTS
Reference is made to the announcements of the Company dated 2 March 2018, 24 December 2019, 30 December 2019, 14 January 2020, 28 April 2020 and 15 May 2020 in relation to the Previously Disclosed Repair Services Contracts.
The Company announces that members of the Group have entered into contracts with associates of En+, pursuant to which the associates of En+ agreed to supply repair services to the members of the Group (the “New Repair Services Contracts”).
THE NEW REPAIR SERVICES CONTRACTS
Reference is made to the announcements of the Company dated 2 March 2018, 24 December 2019, 30 December 2019, 14 January 2020, 28 April 2020 and 15 May 2020 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 “New Repair Services Contracts”), with details as below.
Date of the contract/additional agreement
Customer (member of the Group)
Contractor (associate of En+)
Estimated consideration payable for the year ending 31 December 2020 excluding VAT (USD)
Scheduled termination date
29 June 2020
JSC RUSAL Krasnoyarsk
Purchase of works on repair of equipment
127,031 (Note 1)
31 December 2020
Pre-payment for materials up to USD15,000 without VAT within 5 banking days from date of invoice. Payment will be made within 30 calendar days after receipt of the original invoice corresponding to the certificates of acceptance signed by both parties.
29 June 2020, the additional agreement to the contract dated 13 January 2020
PJSC “RUSAL Bratsk”
Production equipment maintenance and repair works
78,693 (Note 2)
31 December 2020
Payment within 60 days of signing of the performed works certificate by the customer based on an invoice.
Total estimated consideration payable (USD) 205,724
1. The consideration is based on the estimated costs (including labour costs per man-hour (ranging from USD3.25 to USD3.67 excluding VAT) and the necessary materials costs) for the relevant repair works.
2. The consideration is based on the estimated repair costs (cost of 1 man-hour is USD3.93 excluding VAT for repairs, and USD4.63 excluding VAT for maintenance) for the relevant repair works.
The consideration under the New Repair Services Contracts will be settled in cash via bank transfer or set-off of mutual obligations.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
The contract price payable under the New Repair Services Contracts has 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.
Based on the terms of the New 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 ended 31 December 2020 is estimated to be approximately USD14.493 million.
In accordance with the Company’s procurement policies and using tools such as the Company’s procurement portal, the Company invited several organizations to take part in the tender in relation to the required repair services. The Company’s procurement managers, in line with the best-in-class experience and know-how of the Company’s procurement policies, chose the contractor offering the best terms and conditions (the contractor offered the lowest price, has qualified specialists, currently carries similar works and equipment available and members of the Group had a positive work experience previously with the contractor) and then entered into the contract with the chosen contractor.
The annual aggregate transaction amount by the Group is estimated by the Directors based on the amount of repair services to be received and the contract price.
THE AGGREGATION APPROACH
Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New 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 New Repair Services Contracts are for the benefit of the Company, as the contractor offered a competitive price.
The Directors (including the independent non-executive Directors) consider that the New 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 New 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 New Repair Services Contracts, save for 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+ and deputy CEO — executive officer of En+, being the holding company of each of JSC Irkutskenergoremont and «HPS-engineering» Ltd. Mr. Vladimir Kolmogorov is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov did not vote on the Board resolution approving the New Repair Services Contracts.
LISTING RULES IMPLICATIONS
The ultimate beneficial owner of each of JSC Irkutskenergoremont and «HPS-engineering» Ltd. is En+, which holds more than 90% of the issued share capital of each of these entities.
Each of JSC Irkutskenergoremont and «HPS-engineering» Ltd. is an indirect subsidiary of En+, and is therefore an associate of En+ which in turn is a substantial shareholder of the Company. Accordingly, each of JSC Irkutskenergoremont and «HPS-engineering» Ltd. is a connected person of the Company under the Listing Rules.
The estimated annual aggregate transaction amount of the continuing connected transactions under the New Repair Services Contracts and the Previously Disclosed Repair Services Contracts for the financial year ending 31 December 2020 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 New 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.
JSC Irkutskenergoremont is principally engaged in activities for supporting of operability of thermal power plants.
«HPS-engineering» Ltd. is principally engaged in the building and modernisation of objects of hydropower engineering, thermal power engineering performs design, construction, commissioning and manufactures electrotechnical equipment of high technological level.
En+ is a leading international vertically integrated aluminium and hydropower producer.
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.
person(s)” has the same meaning ascribed thereto under the Listing Rules.
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 initially registered in Jersey that continued as legal entity in Russia in 2019), 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.
ratios” the percentage ratios under Rule 14.07 of the Listing Rules.
Contracts” the repair services contracts between members of the Group and the associates of En+, pursuant to which the associates of En+ agreed to provide repair services to members of the Group, as disclosed in the announcements of the Company dated 2 March 2018, 24 December 2019, 30 December 2019, 14 January 2020, 28 April 2020 and 15 May 2020.
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
30 June 2020
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), Dr. Evgeny Shvarts, 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.
3.1. Главный исполнительный директор (СЕО)
Юнайтед Компани РУСАЛ Плс
3.2. Дата: «30» июня 2020 г.
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