01.04.2016 02:20:00
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United Company RUSAL Plc: Proposed Registration of Multicurrency Exchange-Traded Bonds Programme
Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
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This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer 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.
This announcement is not an offer for sale of any securities in the United States or to U.S. persons. Securities may not be offered or sold in the United States or to U.S. persons 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 securities described in this announcement have not been and will not be registered under the Securities Act, and there is no intention to conduct a public offering of any securities in the United States or to U.S. persons.
In France, no prospectus has been prepared in connection with the offering of any securities described in this announcement that has been approved by the French Autorité des marchés financiers ("AMF”) or by the competent authority of another EEA Member State and notified to the AMF. No securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France. This announcement or any other offering material relating to the securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France. Such offers, sales and distributions have been and shall only be made in France to qualified investors (investisseurs qualifiés) investing for their own account, as defined in Articles L.411-2 and D.411-1 to D.411-3 of the French monetary and financial code. The direct or indirect distribution to the public in France of any so acquired securities may be made only as provided by Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3 of the French monetary and financial code and applicable regulations thereunder.
In any EEA Member State that has implemented Directive 2003/71/EC as amended by Directive 2010/73/UE (together with any applicable implementing measures in that Member State, the "Prospectus Directive”), this announcement is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This announcement is for information purposes only and does not constitute or form part of any advertisement, offer, an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it intended to invite any offer to acquire, purchase or subscribe for any securities, nor shall it (or any part of it) form the basis of any investment decision, contract or commitment whatsoever. 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.
UNITED COMPANY RUSAL PLC
(Incorporated under the laws of
Jersey with limited liability)
(Stock Code: 486)
PROPOSED REGISTRATION OF MULTICURRENCY
EXCHANGE-TRADED
BONDS PROGRAMME
United Company Rusal Plc (the "Company”) (Paris:RUSAL) (Paris:RUAL) is pleased to announce that the board of directors of the Open Joint Stock Company "RUSAL Bratsk Aluminium Smelter” ("BrAZ”), an indirect wholly-owned subsidiary of the Company, proposes the registration of multicurrency exchange-traded bonds programme to issue up to RUB 70 billion worth of multicurrency exchange-traded bonds (the "Bonds”).
The issuance of the Bonds remains subject to the approval of the board of directors of BrAZ and the receipt of all necessary internal or external approvals.
The Bonds, if approved, will be issued and placed to the placee(s) in Russia. None of the Bonds will be offered to the public in Hong Kong, France or the United States. The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”). They may not be offered or sold in the United States, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The final decision on the placement will be made by BrAZ at a later stage subject to market conditions. The key parameters of the Bonds (i.e. volume, term and coupon rate) also remain subject to the final approval by the board of directors of BrAZ and other internal approvals at the stage of considering placement.
Application will be made for the listing of the Bonds on the MICEX Stock Exchange. No listing of the Bonds has been or will be sought in Hong Kong or France.
Proposed key terms of the Bonds are as follows:
Issuer | BrAZ | ||
Total Par Value | RUB 70 billion or foreign currency equivalent calculated at the Bank of Russia exchange rate as of the date of decision on issuance | ||
Structure | One or more issues with aggregate par value up to RUB 70 billion or foreign currency equivalent | ||
Tenor | Up to 10 years with a possibility to incorporate a put/call option into the structure |
The objective of the registration of the Bonds programme is to ensure the technical ability of the Company to raise financing on the local debt capital market via issuance of exchange-traded bonds nominated in Russian roubles and/or other currencies.
As no binding agreement in relation to the Bonds programme has been entered into as at the date of this announcement, the issuance and placement of the Bonds may or may not materialize. Shareholders and investors are advised to exercise 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 |
1 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160331006527/en/
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