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, INTERNATIONAL
PUBLIC JOINT-STOCK COMPANY
(Incorporated under the laws of Jersey with limited liability and continued in the
Russian Federation as an international company)
(Stock Code: 486)
CONTINUING CONNECTED TRANSACTIONS
TRANSPORTATION CONTRACTS AND
HEAT SUPPLY CONTRACTS
Reference is made to the announcements of the Company dated 30 August 2019, 30 December 2019 and 19 February 2020 in relation to the Previously Disclosed Heat Supply Contracts.
The Company announces that the members of the Group have entered/will enter into the contracts with the associates of En+, pursuant to which the associates of En+ agreed to supply transportation services to the members of the Group (the "New Transportation Contracts").
The Company further announces that the members of the Group have entered/will enter into the contracts with the associates of En+, pursuant to which the associates of En+ agreed to supply heat to the members of the Group (the "New Heat Supply Contracts").
THE NEW TRANSPORTATION CONTRACTS
The Company announces that the members of the Group have entered/will enter into the New Transportation Contracts with the associates of En+, pursuant to which the associates of En+ agreed to provide transportation services to the members of the Group, with details as below.
− 1 −
Estimated | |||||||
consideration | |||||||
payable for each | |||||||
of the years | |||||||
ending 31 | |||||||
December 2021, | |||||||
31 December | |||||||
2022 and 31 | |||||||
Customer | December 2023 | Scheduled | |||||
Date of the | (member of | Service provider | excluding VAT | termination | |||
contract | the Group) | (associate of En+) | Service | (USD) | date | Payment terms | |
1 | 1 January 2021 | LLC | KraMZ-Auto LLC | Transport and | 2021: 15,272 | Up to 31 | Payment is made |
"SVRZ" | transportation | 2022: 15,885 | December | within 10 calendar | |||
services | 2023: 16,520 | 2023 | days from the receipt | ||||
(Note 1) | of the invoice. | ||||||
2 | 1 January 2021 | LLC | KraMZ-Auto LLC | Transport and | 2021: 4,529 | Up to 31 | Payment is made |
"SVRZ" | transportation | 2022: 4,710 | December | within 10 banking days | |||
services | 2023: 4,899 | 2023 | from the receipt of the | ||||
(Note 1) | invoice. | ||||||
3 | 1 January 2021 | JSC | KraMZ-Auto LLC | Transport and | 2021: 11,128 | Up to 31 | Payment is made |
"Kremniy" | transportation | (Note 1) | December | within 30 calendar | |||
services | 2021 | days from the receipt | |||||
of the invoice. | |||||||
4 | 31 December | JSC RUSAL | OVE | Services for the | 2021: 4,718,180 | Up to 31 | Payment is made |
2020 (the term | Sayanogorsk | transportation and | (Note 2) | December | within 10 working days | ||
of this contract | provision of | 2021 | from the receipt of the | ||||
will commence | railway transport | original of invoice. | |||||
on 1 January | services | ||||||
2021) | |||||||
5 | 1 January 2021 | RUSAL | KraMZ-Auto LLC | Cargo and special | 2021: 2,310,094 | 31 December | Payment is made |
Bratsk PJSC | vehicles | 2022: 2,401,832 | 2023 | within 10 working days | |||
transportation | 2023: 2,497,035 | from the receipt of the | |||||
services | (Note 3) | original of invoice on | |||||
the basis of the signed | |||||||
certificate of rendered | |||||||
services. | |||||||
6 | 1 January 2021 | RUSAL | KraMZ-Auto LLC | Light vehicles and | 2021: 275,832 | 31 December | Payment is made |
Bratsk PJSC | passenger | 2022: 286,842 | 2023 | within 10 working days | |||
(Shelekhov) | transport | 2023: 298,291 | from the receipt of the | ||||
transportation | (Note 3) | original of invoice on | |||||
services | the basis of the signed | ||||||
certificate of rendered | |||||||
services. | |||||||
7 | 1 January 2021 | RUSAL | KraMZ-Auto LLC | Cargo, special | 2021: 5,501,693 | 31 December | Payment is made |
Bratsk PJSC | equipment and | 2022: 6,325,092 | 2023 | within 10 working days | |||
(Shelekhov) | lifting mechanisms | 2023: 6,575,650 | from the receipt of the | ||||
transportation | (Note 3) | original of invoice on | |||||
services | the basis of the signed | ||||||
certificate of rendered | |||||||
services. | |||||||
8 | 28 December | JSC RUSAL | KraMZ-Auto LLC | Passenger vehicles | 2021: 745,038 | 31 December | Payment is made |
2020 (the term | Krasnoyarsk | transportation | 2022: 774,246 | 2023 | within 10 working days | ||
of this contract | services | 2023: 805,033 | from the receipt of the | ||||
will commence | (Note 3) | original of invoice on | |||||
on 1 January | the basis of the signed | ||||||
2021) | certificate of rendered | ||||||
services. | |||||||
9 | 28 December | JSC RUSAL | KraMZ-Auto LLC | Trucks, passenger | 2021: 2,187,169 | 31 December | Payment is made |
2020 (the term | Krasnoyarsk | vehicles and | 2022: 2,260,613 | 2023 | within 10 working days | ||
of this contract | special vehicles | 2023: 2,322,291 | from the receipt of the | ||||
will commence | transportation | (Note 3) | original of invoice on | ||||
on 1 January | services | the basis of the signed | |||||
2021) | certificate of rendered | ||||||
services. | |||||||
Total estimated | 2021: 15,768,935 | ||||||
consideration | 2022: 12,069,220 | ||||||
payable (USD) | 2023: 12,519,719 |
− 2 −
Notes:
- The basis of calculation is determined by the man-hour costs and the estimated consideration is to be paid in cash via bank transfer.
- The service fee is calculated by multiplying the weight of cargos, tariff for transportation (subject to state regulation) and the distance (being 58 kilometers) and the estimated consideration is to be paid in cash via bank transfer.
- The basis of calculation is determined by the man-hour costs depending on type and kind of equipment during the reporting period (month) and the estimated consideration is to be paid in cash via bank transfer or set-off of mutual obligations.
THE ANNUAL AGGREGATE TRANSACTION AMOUNT
Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Transportation Contracts should be aggregated for each of the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 as they were entered into by members of the Group with associates of En+, and the subject matter of each contract relates to the provision of transportation services by the associates of En+ to the Group.
The annual aggregate transaction amounts that are payable by the Group to the associates of En+ under the New Transportation Contracts for each of the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 is estimated to be approximately USD 15.769 million, USD 12.070 million and USD 12.520 million respectively.
Regarding the contracts mentioned in items 1 to 3 and 5 to 9 in the table above, in accordance with the Company's procurement policies and using tools such as the Company's procurement portal, an open competitive tender was held by publishing an invitation to participate in the tender on the Company's website. Regarding contracts mentioned in items 1, 3 and 5 to 9, 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, have equipment available and members of the Group had a positive work experience previously with the contractor) and then entered/will enter into the contracts with the chosen contractors. The service provider in case of contract 2 is the only one who is offering the required services and the Group therefore will enter into the relevant New Transportation Contract with the service provider. Regarding the contract mentioned in item 4 in the table above, as OVE owns the only railway track section which is required for the transportation services, the relevant New Transportation Contract was entered into.
− 3 −
The contract price of the New Transportation Contracts has been arrived at after arm's length negotiation with reference to the market price and on terms no less favourable than those prevailing in the Russian market for transportation services of the same type and quality and those offered by the associate of En+ to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the New Transportation Contracts, which was based on the need of transportation services by the Group for the relevant year.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The New Transportation Contracts were entered/will be entered into for the purpose of transportation. The Company considers that the transactions contemplated under the New Transportation Contracts are for the benefit of the Company, as the services provided are required in the production process of the Group and the service provider offered a competitive price and are capable of meeting the Group's transportation needs (as for the transaction regarding the contract mentioned in item 4 in the table above - the service provider is the owner of the railway track section which is required for the transportation services).
The Directors (including the independent non-executive Directors) consider that the New Transportation Contracts are on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation 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 Transportation 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 both KraMZ-Auto LLC and OVE. 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 Transportation Contracts.
LISTING RULES IMPLICATIONS
The ultimate beneficial owner of KraMZ-Auto LLC is En+, which holds more than 90% of the issued share capital of this entity. The ultimate beneficial owner of OVE is En+, which holds more than 60% of the issued share capital of this entity. There is no other shareholder who holds 25% or more of the issued share capital of OVE.
− 4 −
Each of OVE and KraMZ-Auto LLC 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 OVE and KraMZ-Auto LLC is a connected person of the Company under the Listing Rules.
Accordingly, the transactions contemplated under the New Transportation Contracts constitute continuing connected transactions of the Company.
The estimated annual aggregate transaction amount of the continuing connected transactions under the New Transportation Contract for each of the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 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 Transportation Contracts will be included in the relevant annual report and accounts of the Company in accordance with Rule 14A.71 of the Listing Rules where appropriate.
− 5 −
THE NEW HEAT SUPPLY CONTRACTS
Reference is made to the announcements of the Company dated 30 August 2019, 30 December 2019 and 19 February 2020 in relation to the Previously Disclosed Heat Supply Contracts.
The Company announces that members of the Group will enter into the New Heat Supply Contracts with the associates of En+, pursuant to which the associates of En+ agreed to supply heat to the members of the Group, with details as set out below:
Estimated | ||||||||
consideration | ||||||||
payable for each of | ||||||||
the years ending 31 | ||||||||
Customer | Service | Estimated amount | December 2021, 31 | |||||
(member | provider | of heat to be | December 2022, 31 | Scheduled | ||||
Date of the | of the | (associate of | Subject of | supplied for each | December 2023 | termination | ||
contract | Group) | En+) | transaction | year (approximate) | excluding VAT (USD) | date | Payment terms | |
1 | 1 January | PJSC | LLC BEC | Purchase | Heat: | 2021: 4,476 | Up to 31 | Advance payments |
2021 | RUSAL | of heat | 2021: 330 Gcal | (Note 1) | December | up to the 18th day | ||
Bratsk | energy | 2021 | of the month are to | |||||
supply in | Chemical purified | be settled in the | ||||||
hot water | water: | amount of 35%, up | ||||||
2021: 559 m3 | to the last day of | |||||||
the month - 50%, | ||||||||
the balance in fact - | ||||||||
up to the 10th day | ||||||||
of the month | ||||||||
following the | ||||||||
settlement. | ||||||||
2 | 1 January | PJSC | LLC BEC | Purchase | Heat: | 2021: 1,765,842 | Up to 31 | The first term of |
2021 | RUSAL | of heat | 2021: 128 978 Gcal | 2022: 1,836,476 | December | payment is not later | ||
Bratsk | energy in | 2022: 128 978 Gcal | 2023: 1,909,935 | 2023 | than the 18th day of | |||
(Shelekhov | hot water | 2023: 128 978 Gcal | (Note 2) | the current month in | ||||
branch) | the amount of 35% | |||||||
Chemical purified | of the amount, the | |||||||
water: | second payment | |||||||
2021: 196 202 m3 | period is not later | |||||||
2022: 196 202 m3 | than the last day of | |||||||
2023: 196 202 m3 | the current month in | |||||||
the amount of 50% | ||||||||
and the third term | ||||||||
payment is not later | ||||||||
than the 10th day of | ||||||||
the month following | ||||||||
the reporting month. | ||||||||
3 | 1 January | PJSC | LLC BEC | Purchase | Heat: | 2021: 561,735 | Up to 31 | The first term of |
2021 | RUSAL | of heat | 2021: 30 382 Gcal | 2022: 584,205 | December | payment is not later | ||
Bratsk | energy in | 2022: 30 382 Gcal | 2023: 607,573 | 2023 | than the 18th day of | |||
(Shelekhov | steam | 2023: 30 382 Gcal | (Note 3) | the current month in | ||||
branch) | the amount of 35% | |||||||
Chemical purified | of the amount, the | |||||||
water: | second payment | |||||||
2021: 42 145 m3 | period is not later | |||||||
2022: 42 145 m3 | than the last day of | |||||||
2023: 42 145 m3 | the current month in | |||||||
the amount of 50% | ||||||||
and a third term | ||||||||
payment is not later |
than the 10th day of the month following the reporting month.
− 6 −
Estimated | ||||||||
consideration | ||||||||
payable for each of | ||||||||
the years ending 31 | ||||||||
Customer | Service | Estimated amount | December 2021, 31 | |||||
(member | provider | of heat to be | December 2022, 31 | Scheduled | ||||
Date of the | of the | (associate of | Subject of | supplied for each | December 2023 | termination | ||
contract | Group) | En+) | transaction | year (approximate) | excluding VAT (USD) | date | Payment terms | |
4 | 28 December | JSC | Khakass | Purchase | Heat: | Heat: | Up to 31 | First payment (85% |
2020 (the | RUSAL | Municipal | of thermal | 2021: 360 767 Gcal | 2021: 4,360,092 | December | of the total amount | |
term of this | Sayanogorsk Systems LLC | energy | Chemical purified | 2021 | of thermal energy) | |||
contract will | Chemical purified | water: | shall be paid no | |||||
commence | water: | 2021: 156,452 | later than the 20th | |||||
on 1 January | 2021: 1 350 000 m3 | (Note 4) | day of the month of | |||||
2021) | the current billing | |||||||
period, based on the | ||||||||
invoice. | ||||||||
5 | 28 December | JSC | Baykalenergo | Purchase | Heat: | 2021: 13,754 | Up to 31 | The payment is |
2020 (the | RUSAL | JSC | of thermal | 2021: 428 Gcal | (Note 5) | December | made monthly, not | |
term of this | Sayanogorsk | energy in | 2021 | later than the 20th | ||||
contract will | hot water | Chemical purified | day of the month | |||||
commence | water: | following the | ||||||
on 1 January | 2021: 12 m3 | reporting period. | ||||||
2021) | ||||||||
6 | 28 December | JSC | Baykalenergo | Purchase | Heat: | 2021: 148,708 | Up to 31 | The payment is |
2020 (the | RUSAL | JSC | of thermal | 2021: 4 198 Gcal | (Note 6) | December | made monthly, not | |
term of this | Sayanogorsk | energy in | 2021 | later than the 20th | ||||
contract will | hot water | Chemical purified | day of the month | |||||
commence | for | water: | following the | |||||
on 1 January | provision | 2021: 49 825 m3 | reporting period. | |||||
2021) | of sports | |||||||
complex | ||||||||
7 | 28 December | LLC | Baykalenergo | Purchase | Heat: | 2021: 14,091 | Up to 31 | The first term of |
2020 (the | RUSAL | JSC | of heat | 2021: 4 341,08 Gcal | 2022: 15,500 | December | payment is not later | |
term of this | Taishet | 2022: 4 341,08 Gcal | 2023: 17,050 | 2023 | than the 18th day of | |||
contract will | Aluminium | 2023: 4 341,08 Gcal | (Note 7) | the current month in | ||||
commence | Smelter | the amount of 35% | ||||||
on 1 January | Coolant: | of the amount, the | ||||||
2021) | 2021: 250,12 m3 | second payment | ||||||
2022: 250,12 m3 | period is not later | |||||||
2023: 250,12 m3 | than the last day of | |||||||
the current month in | ||||||||
the amount of 50% | ||||||||
and a third term | ||||||||
payment is not later | ||||||||
than the 10th day of | ||||||||
the month following | ||||||||
the reporting month. | ||||||||
8 | 28 December | UC | Baykalenergo | Purchase | Heat: | 2021: 29,316 | Up to 31 | The first term of |
2020 (the | RUSAL | JSC | of thermal | 2021: 1331,9 Gcal | (Note 8) | December | payment is not later | |
term of this | Anode | energy in | 2021 | than the 18th day of | ||||
contract will | Plant LLC | hot water | the current month in | |||||
commence | the amount of 35% | |||||||
on 1 January | of the amount, the | |||||||
2021) | second payment | |||||||
period is not later | ||||||||
than the last day of |
the current month in the amount of 50% and a third term payment is not later than the 10th day of the month following the reporting month.
− 7 −
Estimated | |||||||
consideration | |||||||
payable for each of | |||||||
the years ending 31 | |||||||
Customer | Service | Estimated amount | December 2021, 31 | ||||
(member | provider | of heat to be | December 2022, 31 | Scheduled | |||
Date of the | of the | (associate of | Subject of | supplied for each | December 2023 | termination | |
contract | Group) | En+) | transaction | year (approximate) | excluding VAT (USD) | date | Payment terms |
9 28 December | JSC | Khakass | Purchase | Heat: | 2021: 419,835 | 31 | Payment is made no |
2020 (the | RUSAL | Municipal | of heat and | 2021: 34 000 Gcal | 2022: 482,812 | December | later than on the |
term of this | SAYANAL | Systems LLC | chemically | 2022: 34 000 Gcal | 2023: 555,235 | 2023 | 10th day of the |
contract will | purified | 2023: 34 000 Gcal | (Note 9) | month following the | |||
commence | water | billing period. | |||||
on 1 January | Chemical purified | ||||||
2021) | water: | ||||||
2021: 77 000 m3 | |||||||
2022: 77 000 m3 | |||||||
2023: 77 000 m3 | |||||||
Total | 2021: 7,474,301 | ||||||
estimated | 2022: 2,918,993 | ||||||
consideration | 2023: 3,089,793 | ||||||
payable | |||||||
(USD) |
Notes:
- The thermal energy rate is in accordance with the thermal energy tariff by the Irkutsk region tariff service in Bratsky district. The heat energy in hot water tariff for 2021 is USD13.13 / Gcal. The tariff for chemical water for 2021 is USD 0.25/m3. The estimated payable consideration is to be settled in cash via bank transfer.
- The thermal energy rate is in accordance with the thermal energy tariff by the Irkutsk region tariff service in Shelekhovsky district. The heat energy in hot water tariff for 2021 is USD 13.42/ Gcal. The tariff for chemical water for 2021 is USD 0.17/m3. The heat energy in hot water tariff for 2022 is USD 13.96 / Gcal. The tariff for chemical water for 2022 is USD 0.18 /m3. The heat energy in hot water tariff for 2023 is USD 14.52 / Gcal. The tariff for chemical water for 2023 is USD 0.19 /m3. The estimated payable consideration is to be settled in cash via bank transfer.
- The thermal energy rate is in accordance with the thermal energy tariff by the Irkutsk region tariff service in Shelekhovsky district. The heat energy in steam tariff for 2021 is USD 17.61 / Gcal. The tariff for chemical water for 2021 is USD 0.63 /m3. The heat energy in steam tariff for 2022 is USD 18.31 / Gcal. The tariff for chemical water for 2022 is USD 0.66 /m3. The heat energy tariff in steam for 2023 is USD 19.04 / Gcal. The tariff for chemical water for 2023 is USD 0.69 /m3. The estimated payable consideration is to be settled in cash via bank transfer.
- The thermal energy rate is in accordance with the thermal energy tariff by the state Committee on tariffs and energy of the Republic of Khakassia. The heat energy tariff for 2021 is USD 12.09 / Gcal. The tariff for chemical water for 2021 is USD 0.12/m3. The estimated payable consideration is to be settled in cash via bank transfer or set-off of mutual obligations.
- The thermal energy rate is in accordance with the thermal energy tariff by the state Committee on tariffs and energy of the Republic of Khakassia. The heat energy in hot water tariff for 2021 is USD 32.13 / Gcal. The tariff for chemical water for 2021 is USD 0.28 /m3. The estimated payable consideration is to be settled in cash via bank transfer or set-off of mutual obligations.
− 8 −
- The thermal energy rate is in accordance with the thermal energy tariff by the state Committee on tariffs and energy of the Republic of Khakassia. The heat energy tariff in hot water for 2021 is USD 32.13 / Gcal. The tariff for chemical water for 2021 is USD 0.28 /m3. The estimated payable consideration is to be settled in cash via bank transfer or set-off of mutual obligations.
- The thermal energy rate is in accordance with the thermal energy tariff on the territory of the Taishetsky district of the Irkutsk region. The heat energy tariff for 2021 is USD 26.14 / Gcal. The tariff for coolant for 2021 is USD 0.44 /m3. The heat energy tariff for 2022 is USD 27.86 / Gcal. The tariff for coolant for 2022 is USD 0.46 /m3. The heat energy tariff for 2023 is USD 29.79 / Gcal. The tariff for coolant for 2023 is USD 0.48 /m3. The estimated payable consideration is to be settled in cash via bank transfer or set-off of mutual obligations.
- The thermal energy rate is in accordance with the thermal energy tariff by the state Committee on tariffs and energy of the Irkutsk region in Taishetsky district. The heat energy in hot water tariff for 2021 is USD 23.05 / Gcal. The estimated payable consideration is to be settled in cash via bank transfer.
- The thermal energy rate is in accordance with the thermal energy tariff by the State Committee for energy and tariff regulation of The Republic of Khakassia. The heat energy tariff for 2021 is USD 12.09 / Gcal. The tariff for chemical water for 2021 is USD0.12/m3. The heat energy tariff for 2022 is USD13.9/ Gcal. The tariff for chemical water for 2022 is USD0.13/m3. The heat energy tariff for 2023 is USD16/ Gcal. The tariff for chemical water for 2023 is USD0,15/m3. The estimated payable consideration is to 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 Contracts 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 Contracts and the Previously Disclosed Heat Supply Contracts for each of the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 are estimated to be approximately USD7.600 million, USD3.051 million and USD3.090 million respectively.
Regarding contract numbers 1 to 3 in the table above, LLC BEC is a monopolist in the city of Bratsk and Shelekhov in the supply of thermal energy and the rates are regulated by the Irkutsk region tariff service, therefore the relevant New Heat Supply Contracts will be entered into. Regarding contract numbers 4 and 9 in the table above, Khakass Municipal Systems LLC is a monopolist in the city of Sayanogorsk in the supply of thermal energy and the rates are regulated by the State Committee on tariffs and energy of the Republic of Khakassia, therefore the relevant New Heat Supply Contracts will be entered into. Regarding contract numbers 5 to 8 in the table above, Baykalenergo JSC is a monopolist in the transport of heat in Sayanogorsk and Taishet and has the necessary licenses and permits to render the relevant services, therefore the relevant New Heat Supply Contracts will be entered into.
− 9 −
The contract price of the New Heat Supply Contracts has been arrived at after arm's length negotiation 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 associate of En+ to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the New Heat Supply Contracts 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 Contracts will be entered into for the purpose of obtaining heat for the Group's production process and for its facilities. The Company considers that the transactions contemplated under the New Heat Supply Contracts are 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 Contracts are on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Heat Supply 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 Heat Supply 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 Khakass Municipal Systems LLC, LLC BEC and Baykalenergo JSC. 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 Heat Supply Contracts.
LISTING RULES IMPLICATIONS
The ultimate beneficial owner of each of Khakass Municipal Systems LLC, LLC BEC and Baykalenergo JSC is En+, which holds more than 90% of the issued share capital of each of these entities.
Each of Khakass Municipal Systems LLC, LLC BEC and Baykalenergo JSC are indirect subsidiaries of En+, and are therefore the associates of En+, which in turn is a substantial shareholder of the Company. Accordingly, each of Khakass Municipal Systems LLC, LLC BEC and Baykalenergo JSC are connected persons of the Company under the Listing Rules.
Accordingly, the transactions contemplated under the New Heat Supply Contracts constitute continuing connected transaction of the Company.
− 10 −
The estimated annual aggregate transaction amount of the continuing connected transactions under the New Heat Supply Contracts and the Previously Disclosed Heat Supply Contracts for the financial year ending 31 December 2021 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 Heat Supply Contracts will be included in the relevant 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.
KraMZ-Auto LLC is principally engaged in the provision of transportation services.
OVE is principally engaged in the provision of transportation services and railway transport.
Khakass Municipal Systems LLC, LLC BEC and Baykalenergo JSC are principally engaged in generating heat and electricity.
En+ is a leading international vertically integrated aluminium and hydropower producer.
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. |
− 11 −
"Company" | United Company RUSAL, international public |
joint-stock company, incorporated under the laws | |
of Jersey with limited liability and continued in the | |
Russian Federation as an international company, | |
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 | has the same meaning ascribed thereto under the |
transactions" | Listing Rules. |
"Director(s)" | the member of the Board of directors of the |
Company. | |
"En+" | EN+ GROUP International public joint-stock |
company, 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. | |
"OVE" | Otdelenie vremennoy ekspluatatsii JSC, an indirect |
subsidiary of En+. | |
"percentage ratios" | the percentage ratios under Rule 14.07 of the |
Listing Rules. | |
"Previously Disclosed Heat | the heat supply contracts between members of the |
Supply Contracts" | Group and the associates of En+, pursuant to which |
the associates of En+ agreed to supply heat to | |
members of the Group, as disclosed in the | |
announcements of the Company dated 30 August | |
2019, 30 December 2019 and 19 February 2020. | |
"substantial shareholder" | has the same meaning ascribed thereto under the |
Listing Rules. |
− 12 −
"USD" | United States dollars, the lawful currency of the |
United States of America. | |
"VAT" | value added tax. |
By virtue of the power of attorney on behalf of | |
United Company RUSAL, | |
international public joint-stock company | |
Aby Wong Po Ying | |
Company Secretary | |
29 December 2020 |
As at the date of this announcement, the members of the Board of Directors are the following: 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.
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United Company RUSAL plc published this content on 29 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 December 2020 00:22:00 UTC