United Company RUSAL Plc: Inside Information Results of Consent Solicitation with Respect to the U.S. Dollar-Denominated Fixed Rate Notes

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.

This announcement is for information purposes only and does not constitute or form part of any advertisement, offer, solicitation or an invitation to make offers to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan. The materials do not constitute an offer of securities for sale in the United States of America, nor may the securities be offered or sold in the United States of America absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America and the securities will only be offered for sale in the United States of America to “qualified institutional buyers” (QIBs) as defined in and in reliance upon Rule 144A under the U.S. Securities Act 1933, as amended and will only be offered for sale outside the United States of America to persons other than U.S. persons under Regulation S under the U.S. Securities Act 1933, as amended.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The offering and the distribution of this communication and other information referred to herein may be restricted by law and persons into whose possession this communication or such other information comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement contains no information or material which may result in it being deemed (i) to be a prospectus within the meaning of section 2(1) of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), or an advertisement in relation to a prospectus or proposed prospectus or extract from or abridged version of a prospectus within the meaning of section 38B of that Ordinance or an advertisement, invitation or document containing an advertisement or invitation to, or directing at, the public falling within the meaning of section 103 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or (ii) in Hong Kong to have effected an offer to the public without compliance with the laws of Hong Kong or being able to invoke any exemption available under the laws of Hong Kong. This announcement does not constitute or form part of and should not be construed as a prospectus, notice, circular, brochure or advertisement offering to sell or issue or solicitation or invitation of offers to acquire, purchase or subscribe for any securities in Hong Kong or intended to invite such offers or inducing or intended to induce subscription for or purchase of any securities in Hong Kong nor should it form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

FCA/ICMA stabilisation applies.

In member states of the European Economic Area, this announcement is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the “Prospectus Directive”) (“Qualified Investors”). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.

This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities mentioned herein have not been and will not be registered in Russia and are not intended for “placement” or “circulation” in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.

(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 26 January 2017, 25 April 2017 and 25 January 2018, whereby the Company announced the placement of certain U.S. dollar-denominated fixed rate notes (the “Notes”); and the Company’s announcement dated 23 February 2018 in relation to the potential acquisition or disposal of shares in PJSC «MMC «NORILSK NICKEL» (“Norilsk Nickel”).

The Company announces that on 19 March 2018 the holders of the Notes and Rusal Capital D.A.C., a wholly-owned subsidiary of the Company, and the issuer of the Notes (the “Issuer”) agreed on certain amendments to the terms and conditions of the Notes as described below (“Amendments”).

In May 2017, the Company entered into the New PXF, the proceeds of which were used for refinancing purposes. As part of the New PXF, the Company agreed with its lenders on a new approach to the calculation pursuant to certain of its covenants. Specifically, the method of calculating the leverage ratio (i.e., Total Net Debt/EBITDA) for the purposes of effecting the leverage covenant in the New PXF was amended to exclude the impact of the shares that the Group owns in Norilsk Nickel and any associated indebtedness incurred by the Group. This was achieved by adjusting EBITDA by excluding the dividends received from Norilsk Nickel and adjusting the Net Debt by excluding debt secured or backed up by the Norilsk Nickel shares. The leverage ratio is, thus, tested on the basis of the Company´s core operations. In the course of 2017, the Company negotiated corresponding amendments to the leverage covenant in each of its financing agreements with each of its bilateral lenders.

Following the above change, the Company´s only financial obligations whereby the old approach remained to be used for calculating the leverage ratio were the Notes. In order to harmonise the covenant packages across its debt portfolio and to introduce a common approach to covenant calculation, the Company proposed the Amendments to the holders of the Notes.

In addition to harmonisation of the covenants, as described above, the Amendments were intended to enable the Company to act in a timely manner in accordance with the Shareholders Agreement between certain shareholders of Norilsk Nickel, to which the Company is a party, to protect the interests of the Company and its shareholders by enabling the Company to have the flexibility, if required, to raise substantial new financings for the purposes of a potential purchase of shares in Norilsk Nickel and to create security in respect of such financings over any Norilsk Nickel shares so acquired.

The key Amendments included the following

(all capitalized terms are as defined in the Terms and Conditions of the Notes):

1. The calculation of Leverage Ratio is amended so as to exclude from its calculation (i) debt, secured by Norilsk Nickel shares, and (ii) dividend flow, resulting from Group’s ownership of these shares; however, the total amount of such debt secured by Norilsk Nickel shares, does not exceed 75% of the market value of respective shares;

2. The maximum Leverage Ratio, beyond which, subject to certain exceptions, further Indebtedness may not be incurred shall be reduced from 3.5 : 1 to 3.0 : 1;

3. If any acquisition of Norilsk Nickel shares or depositary receipts pursuant to a legally binding process is commenced within 12 months of the mandate having been granted by the shareholders as disclosed in the Company’s announcement dated 23 February 2018, no Event of Default shall be triggered by any default arising as a result of such acquisition, provided such default is remedied or waived within 3 months of the completion of such transaction.

Amendments are expected to come into effect on or about 21 March 2018.

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

20 March 2018

As at the date of this announcement, the executive Directors are Mr. Vladislav Soloviev and Mr. Siegfried Wolf, the non-executive Directors are Mr. Oleg Deripaska, Mr. Dmitry Afanasiev, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Olga Mashkovskaya, Ms. Gulzhan Moldazhanova, Mr. Marco Musetti, Ms. Ekaterina Nikitina, Mr. Maxim Sokov, and Mr. Daniel Lesin Wolfe and the independent non-executive Directors are Mr. Mark Garber, Mr. Philip Lader, Dr. Elsie Leung Oi-sie, Mr. Dmitry Vasiliev, Mr. Matthias Warnig (Chairman) and Mr. Bernard Zonneveld.

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