United Company RUSAL Plc: Update on the Settlement with Interros in Relation to Norilsk Nickel and Dividend Policy of Norilsk Nickel

HONG KONG--()--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.

(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)


This announcement is made by United Company RUSAL Plc (the “Company”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of the Company dated 4 December 2012, 11 December 2012, 24 December 2012, 25 April 2013, 28 June 2013, 30 August 2013, 1 October 2013, 20 October 2014 and 10 July 2015 (the “Announcements”) and the circular of the Company dated 25 June 2014 (the “Circular”). Unless otherwise stated herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

The Company announces that on 4 April 2016, the board of directors of the Company approved the entering into a side letter among the parties to the Agreement (the “Side Letter”) pursuant to which the Agreement shall be amended, among others, to the following effect.

Dividend Policy of Norilsk Nickel

Starting 2017 and each subsequent year, the annual dividends payable by Norilsk Nickel shall be determined on the basis of the ratio of Norilsk Nickel´s Net Debt to Norilsk Nickel ´s EBITDA as of 31 December of the preceding year as follows:

1)     60% of EBITDA if the ratio is 1.8 and less;
2) 30% of EBITDA if the ratio is 2.2 and more; and
3) if the ratio falls between 1.8 and 2.2, the percentage of EBITDA to be paid as dividends shall be calculated as follows: X% = 60% — (Net Debt/EBITDA — 1.8)/0.4*30%.

The minimal amount of the annual dividends payable by Norilsk Nickel in 2017 shall not be less than US$1.3 billion. In addition, earnings received by Norilsk Nickel from the sale of 100% of shares in Norilsk Nickel Africa (Pty) Limited (reduced by the amount of expenses associated with the sale and taxes) shall be paid as a dividend by Norilsk Nickel in 2017.

Starting 2018, the minimal amount of the annual dividends payable by Norilsk Nickel shall not be less than US$1 billion.

Capital Expenditure

The capital expenditures and/or expenses to purchase other non-current assets that can be incurred by Norilsk Nickel without triggering veto rights of the parties under the Agreement (and excluding capital expenditures associated with Bystrinskiy project and funded on the project-financing basis) are limited to US$4.4 billion in aggregate in 2016-2018. Preliminary decomposition of capital expenditures is expected to be as following:


    US$1.5 billion in 2016;
2) US$1.5 billion in 2017; and
3) US$1.4 billion in 2018.

In addition to the above and to the capital expenditures associated with Bystrinskiy project, the following capital expenditures are excluded from the limits and can be incurred by Norilsk Nickel without triggering veto rights of the parties under the Agreement: expenditures related to modernization of facilities of (1) Nadezhinskiy metallurgical works and (2) Copper metal works aimed to decrease emission of sulphur dioxide until relevant expenditures do not exceed US$2 billion in aggregate. Such additional exemption from the scope of veto rights is applicable only if the ratio of Norilsk Nickel’s Net Debt to Norilsk Nickel’s EBITDA does not exceed 2.5x.

The Side Letter is still subject to the signing by the parties.

Shareholders and investors should note that there is no assurance that Norilsk Nickel will declare dividends in the manner as set out above or at all. Shareholders and investors should exercise extreme caution when dealing in the shares and other securities of the Company.

  By Order of the Board of Directors of
United Company RUSAL Plc
Aby Wong Po Ying
Company Secretary

5 April 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


United Company RUSAL Plc