United Company Rusal Plc (Paris:RUSAL) (Paris:RUAL):
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited
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
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
This announcement is not an offer for sale of any securities in the
United States of America. Securities may not
be offered or sold
in the United States of America absent registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act”), or an
exemption from registration under the Securities Act. Any
this announcement have not been and will not be
under the Securities Act, and there is
no intention to conduct a
public offering of any securities in the United States of America.
This announcement is for information purposes only and does not
constitute or form part of any advertisement, offer, solicitation or
make offers, sell, exchange or
any solicitation of
for or purchase, or advertisement of, any securities in Hong Kong, the
United States of America,
the Russian Federation, France or
elsewhere, nor shall it (or any part of it) form the basis of any
investment decision, contract or commitment whatsoever, and is provided
for information only. The distribution of this announcement may be
restricted by law in certain jurisdictions, and persons into whose
possession this announcement or other information referred to herein
come should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation
of the laws of any such jurisdiction.
Documents in respect of the Russian Depositary Receipts (described in
the announcement) have been
duly registered by the authorized
Russian governmental body and publicly disclosed in the Russian
Federation in accordance with applicable laws and regulations. At the
same time, no securities issued or to be issued by UC RUSAL Plc,
including securities underlying the Russian Depositary Receipts, have
been or will be registered in
the Russian Federation or admitted
to public placement and/or public circulation in the Russian Federation.
Such securities are not intended for "placement” or "circulation” in the
Russian Federation except as permitted by Russian law.
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
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,
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)
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.
In member states of the European Economic Area, this announcement is
directed only at persons
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
UNITED COMPANY RUSAL PLC
Jersey with limited liability)
RUSSIAN DEPOSITORY RECEIPTS
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 (the "Listing Rules”)
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 31 August
2010, 1 December 2010, 8 December 2010 and 17 December 2010 in relation
to the Company’s RDR Program (the "Announcements”) by Sberbank of
Russia ("Sberbank”), the issuer. Capitalized terms in this
announcement have the same meanings as those given in the Announcements
unless otherwise specified.
The Company announces that on 17 July 2017, the Company and Sberbank
have agreed to cancel the agreement on the issuance of the RDRs entered
into on 1 December 2010. According to the RDR issuance documents, within
30 days after 17 July 2017, i.e. from 17 August 2017, the RDR Program
will be closed and no operations with RDRs will be possible after that
date, save for the operations arising out of the closure of the RDR
Program. In addition, with effect from 10 August 2017, no new RDRs can
be issued or redeemed by Sberbank. After the closure of the RDR Program,
and not later than 31 August 2017, the holders of RDRs will receive to
their account the respective volume of shares of the Company (at the
ratio of 1 RDR = 10 shares), eligible for trading on MICEX. The closure
of the RDR Program will be fully subsidized by the Company and will not
require any expenses to be borne by the RDR holders.
The decision to close the RDR Program shall allow the concentration of
the Company’s public equity instrument trading liquidity into its
ordinary shares traded in Hong Kong and Moscow.
Further details of the terms of the closure of the RDR Program may be
found on the page of Sberbank at the address: http://www.sberbank.com/ru/investor-relations/disclosure/rdr.
Shareholders and investors are advised to exercise caution when
dealing in the securities of the Company. Shareholders and investors are
further advised to consider and rely only on information relating to the
RDR Program which is released by the Company from time to time in
accordance with the requirements of
applicable laws, regulations
and the Listing
By Order of the Board of Directors of
United Company RUSAL Plc
18 July 2017
As at the date of this announcement, the executive Directors are Mr.
Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Siegfried Wolf, the
non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr.
Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr.
Daniel Lesin Wolfe, Ms. Olga Mashkovskaya, Ms. Ekaterina Nikitina and
Mr. Marco Musetti, and the independent non-executive Directors are Mr.
Matthias Warnig (Chairman), Mr. Philip Lader,
Leung Oi-sie, Mr.
Mark Garber, Mr.
Dmitry Vasiliev and
All announcements and press releases published by the Company are
its website under
the links http://www.rusal.ru/en/investors/hkse/,
View source version on businesswire.com: http://www.businesswire.com/news/home/20170717005870/en/