Uc rusal_20100111_eng

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
Press release
UC RUSAL ANNOUNCES ITS INTENTION TO LIST ON THE HONG KONG STOCK
EXCHANGE
Hong-Kong, 11 January 2010 – United Company RUSAL Limited (“UC RUSAL” or the
“Company”), the world’s largest aluminium and alumina producer, announces today its
intention to list ordinary shares on the Main Board of The Stock Exchange of Hong Kong
Limited (the “Hong Kong Stock Exchange”). Request for admission to trading and listing of
Global Depositary Shares on the Professional Segment of Euronext Paris has also been made by
the Company, with such listing as well as the delivery of Global Depositary Shares in the
offering subject to approval of a prospectus by the French Autorité des marchés financiers upon
completion of the offering. The Global Depositary Shares (“GDSs”) will be evidenced by global
depositary receipts, each representing 20 ordinary shares.
UC RUSAL is the global leader in the aluminium industry, in 2008 accounting for approximately 11% and 13% of 2008 global production of aluminium and alumina, respectively. The Company has evolved over the past decade through acquisitions and organic growth, culminating in the acquisition in March 2007 of SUAL International Limited, then one of the world’s ten largest producers of aluminium, and certain aluminium and alumina businesses of Glencore International AG, a company specialising in the production and processing of metals and the trading of metals, oil and agricultural products. UC RUSAL also owns a more than 25% interest in OJSC MMC Norilsk Nickel (“Norilsk Nickel”), the world’s largest nickel and palladium producer. UC RUSAL’s Directors believe that the Company benefits from the following principal competitive strengths, which position the Company to benefit from the attractive fundamentals of the global aluminium industry: • Global scale and reach • Secure and sustainable low-cost position and power advantage • Focus on higher margin upstream business • High degree of vertical integration • Proximity to China, the largest aluminium consumer in the world • Proprietary R&D and leading internal EPCM expertise • Strategic investments, including: (i) more than 25% stake in Norilsk Nickel, (ii) LLP Bogatyr Komir 50/50 joint venture with Samruk-Kazyna in Kazakhstan • Experienced management team and world class corporate governance
Commenting on the company’s intention to list, Mr. Oleg Deripaska, Chief Executive Officer,
said:
“The listing of UC RUSAL is an important milestone in the ongoing development of the Company. I am confident that UC RUSAL is uniquely positioned to constantly drive shareholder value by harnessing our core strengths that provide for not only retaining but also strengthening the Company’s leadership in the industry.” THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
Details of the Offering
UC RUSAL is seeking the admission of its ordinary shares (“Shares”) to listing and trading on the Main Board of the Hong Kong Stock Exchange. Request for admission to trading and listing of Global Depositary Shares on the Professional Segment of Euronext Paris has also been made by the Company, with such listing as well as the delivery of GDSs in the offering subject to approval of a prospectus by the French Autorité des marchés financiers upon completion of the offering. The Company is proposing a global offering of approximately 1,610,292,840 new Shares (subject to the over-allotment option, the “Offer Shares”) representing approximately 11% of the Company’s enlarged issued share capital. The Company will grant an over-allotment option to the underwriters, which is to be exercisable by the Joint Global Coordinators, for the issue and allotment of up to 225,000,000 new Shares at the final offer price to be determined. The global offering is expected to comprise: (1) an international placing of Offer Shares outside the United States (including to professional investors within Hong Kong) in reliance on Regulation S under the US Securities Act of 1933 (as amended) (the “US Securities Act”), and in the United States to qualified institutional buyers in reliance on Rule 144A under the US Securities Act or another exemption from the registration requirements under the US Securities Act and (2) a concurrent placing of Offer Shares to certain eligible non-professional investors in Hong Kong. UC RUSAL intends to use all of the net proceeds of the global offering immediately to reduce the outstanding debt and to satisfy other obligations to its creditors. BNP Paribas Capital (Asia Pacific) Limited and Credit Suisse (Hong Kong) Limited are acting as Joint Sponsors, Joint Global Coordinators and Joint Bookrunners of the Global Offering and are joined by Merrill Lynch International , BOCI Asia Limited, Nomura International plc, Renaissance Securities (Cyprus) Limited, Savings Bank of the Russian Federation and VTB Capital plc as Joint Bookrunners. A further 9 banks form the junior syndicate. N M Rothschild & Sons (Hong Kong) Limited is acting as Financial Advisor to the Company. UC RUSAL Vera Kurochkina +7 495 720 5170 Vera.Kurochkina@rusal.com Notes to the Editor:
About UC RUSAL:
UC RUSAL traces its history to the early 1990s. Today, UC RUSAL is the world’s largest producer of aluminium and alumina accounting for approximately 11% and 13% of 2008 global production, respectively. The Company places a particular focus on the upstream segment of the industry — the production and sale of primary aluminium (including alloys and value-added products). UC RUSAL is vertically integrated to a high degree, having secured supplies of bauxite and having the capacity to produce alumina in excess of its current requirements and is able to benefit from higher margins generally available to upstream businesses as compared to companies focusing on the downstream segment. The Group’s core smelters are located in Siberia, Russia, and benefit from access to low cost hydro generated electricity. This is a region where the Group is generally the principal consumer of THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
electricity and there are few, if any, alternative sources of significant demand. UC RUSAL’s key assets are also favourably located as they are located close to China, the largest aluminium consumer globally. Additionally, the Group’s proximity to China provides an opportunity for the Group to benefit from the long-term potential for further aluminium demand growth in that country. UC RUSAL also owns a more than 25% interest in Norilsk Nickel, the world’s largest nickel and palladium producer. The stake in Norilsk Nickel, as well as the Company’s 50% equity interests in companies comprising Boguchanskoye Energy and Metals Complex and in LLP Bogatyr Komir, allows UC RUSAL access to a diversified asset base and provides the Company with additional growth and cost reduction opportunities. The Group’s scale, upstream focus and position on the cost curve provide a unique exposure to the aluminium industry, which in turn is highly levered to the economic cycle. As a result of the economic downturn and a sharp decline in aluminium prices starting from September 2008, as well as an increase in the Group’s indebtedness in the first half of 2008, including its incurrence of indebtedness to finance its acquisition of a stake in Norilsk Nickel, the Group initiated the restructuring process. In late 2009, UC RUSAL successfully completed a comprehensive restructuring of the Group’s then US$16.8 billion of indebtedness and, as evidence of economic recovery emerges, the Group retains the flexibility to re-start its mothballed capacity to take advantage of improved market conditions. Following the completion of the debt restructuring, UC RUSAL’s indebtedness was reduced to US$14.9 billion. Today, the Group has operations in 19 countries across five continents, with more than 75,000 employees, and, despite recent developments in the global financial markets, subject to its signed debt restructuring arrangements, has significant opportunities for growth through a number of modernisation programmes and approved projects in various stages of development in all parts of the aluminium upstream value chain, including energy. UC RUSAL’s Board upon listing will consist of 18 Directors, three of whom are executive Directors, eleven are non-executive Directors and four are independent non-executive Directors. Summary Financial Information
Selected Executive, Non-Executive and Independent Non-Executive Directors:
Oleg Deripaska, aged 41 (Chief Executive Officer, Executive Director) Oleg Deripaska was appointed as Chief Executive Officer of the Company in January 2009 and he has been a member of the Company’s Board of Directors since 26 March 2007. He is responsible for the development and implementation of the Company’s strategy as both an energy and metals corporation THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
that meets best international standards for production, product quality, environment, industrial safety and corporate governance. Mr. Deripaska is also focused on ensuring the sustainable development of the Company in the context of the global financial crisis and on implementing a series of crisis management measures. Having raised his initial capital by trading in metals, Mr. Deripaska acquired shares in the Sayanogorsk Aluminium Smelter and became its Director General in 1994. In 1997, Mr. Deripaska initiated the creation of the Sibirsky Aluminium Group LLC, which was Russia’s first vertically integrated industrial group. Between 2000 and 2003, Mr. Deripaska was Director General of Russian Aluminium OJSC, which was set up as a result of the combination of aluminium smelters and alumina refineries of Sibirsky Aluminium and the Sibneft oil company. From October 2003 to February 2007 he held the position of Chairman of the Board in Russian Aluminium OJSC. Since January 2003, he has been a director of Basic Element Limited. Since September 2003, he has held the position of Chairman of the Supervisory Board of Company Bazovy Element LLC and from March 2009 onwards he has held the position of General Director of that same company. He has been the Chairman of the Board of OJSC “Russian Machines” (formerly OJSC “RusPromAvto LLC”) since November 2006. He was a director of Transstroy Engineering & Construction Company LLC from April 2008 to April 2009. Petr Sinshinov, aged 55 (Deputy Chief Executive Officer and Executive Director) Petr Sinshinov was appointed a member of UC RUSAL’s Board on 23 November 2009. As Deputy Chief Executive Officer, he oversees the general expenditure cutting and production cost reduction activities. His responsibilities also include seeking effective alternative solutions to UC RUSAL’s procurement and purchasing schemes and optimising transportation and logistics costs. From October 2006 until 2008, Mr. Sinshinov was the Chief Executive Officer of Transmash Holding. In 2005-2006 he held several executive positions at Kuzbassrazrezugol where he served on the board of directors starting from the beginning of 2006. From 2002 to 2003 Mr. Sinshinov was the Chief Executive Officer of Ruspromavto. In 2000-2001, he was the Chief Executive Officer of Soyuzmetalresurs, a holding company for several industrial operations. From 1995 to 2000 Mr. Sinshinov was the commercial director and deputy managing director of the Sayanogorsk aluminium smelter. In 1977 he began his professional career at the Norilsk mining plant. Mr. Sinshinov was nominated as an executive Director of the Company by En+ as major shareholder of the Company. Victor Vekselberg, aged 52 (Chairman and Non-executive Director) Victor Vekselberg was appointed non-executive Director and Chairman of the UC RUSAL Board on 26 March 2007. From January 2003 to March 2007, Victor Vekselberg was Chairman of the Board at SUAL International Limited (“SUAL”), where he was previously President from 2000 to 2003. In October 2003, after the establishment of TNK-BP Limited, Mr. Vekselberg became the Managing Director for Production and Technologies and joined the TNK-BP Limited board of directors. While remaining a member of the TNK-BP Limited board of directors, he also holds the position of Chairman of the Supervisory Committee of the RENOVA Group, Executive Director for Gas Business Development of OAO TNK-BP Management and Chairman of the board of directors of “RUSIA Petroleum”. From April 2002 through October 2003 he was the Chairman of the Management Board of TNK. In 1996, Mr. Vekselberg created SUAL, which incorporated the Irkutsk and Urals aluminium smelters, and he held the position of Chief Executive Officer of SUAL from 1996 to 2000. In 1990, he became one of the founders of RENOVA. Mr. Vekselberg was nominated as a non-executive Director of the Company by SUAL Partners Limited (“SUAL Partners”) as shareholder of the Company. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
Len Blavatnik, aged 52 (Non-executive Director) Len Blavatnik was appointed a member of the UC RUSAL Board on 26 March 2007. Mr. Blavatnik has been a Director and the Vice President of SUAL Partners since October 2006 and was a Director of SUAL International Limited from October 2001 to September 2006. Mr. Blavatnik is the founder and Chairman of Access Industries, a privately-held U.S. industrial group with holdings in natural resources and chemicals, media and telecommunications, and real estate. Incorporated in 1986, Access Industries is today an international industrial concern with strategic investments in the U.S., Europe and South America. Mr. Blavatnik serves on the board of numerous companies in the Access Industries portfolio including LyondellBasell Industries (the world’s third largest independent chemical company) and TNK-BP (a vertically integrated oil major). Mr. Blavatnik was nominated as a non-executive Director of the Company by SUAL Partners as shareholder of the Company. Ivan Glasenberg, aged 52 (Non-executive Director) Ivan Glasenberg was appointed a member of the UC RUSAL Board and a member of the Standing Committee of the Company on 26 March 2007. He has been Chief Executive Officer of Glencore International AG (“Glencore”) since 2002. Mr. Glasenberg is a member of the board of directors of Xstrata plc and Minura Resources Limited. He joined Glencore in 1984 and worked in the coal department in South Africa for three years and in Australia for two years. From 1988 to 1989, he managed Glencore’s Hong Kong and Beijing offices. In 1990, he became head of coal and in 2002 he was appointed Chief Executive Officer of Glencore. Prior to joining Glencore, Mr. Glasenberg worked at Levitt Kirson Chartered Accountants for five years. He is a Chartered Accountant of South Africa. Mr. Glasenberg was nominated as a non-executive Director of the Company by Glencore as shareholder of the Company. Independent Non-Executive Directors:
Barry Cheung Chun-yuen, aged 51 (Independent Non-executive Director) Mr. Cheung has been appointed a member of the Board with effect from the listing date. Mr. Cheung is the Chairman of the Hong Kong Mercantile Exchange Ltd. He is also Chairman of both the Urban Renewal Authority and the Standing Committee on Disciplined Services’ Salaries and Conditions of Service in Hong Kong. From July 2004 to January 2008, Mr. Cheung was first the Chief Executive Officer of Titan Petrochemicals Group Limited and later its Deputy Chairman. Mr. Cheung previously served as Chairman of the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption. From 1987 to 1994, he was a consultant with McKinsey & Company in the United States and Asia. From 1993 to 1994 he also served as a full-time member of the Hong Kong Government’s Central Policy Unit on secondment from McKinsey & Company. Peter Nigel Kenny, aged 61 (Independent Non-executive Director) Dr. Peter Nigel Kenny was appointed independent non-executive Director and Chairman of the Audit Committee of the Company on 26 March 2007. He is currently a partner at Sabre Capital Worldwide Inc., a private equity company specialising in emerging markets. From 1992 to 2002, Dr. Kenny held a number of senior positions at Standard Chartered Bank Plc, including Group Head of Audit, Regional General Manager for UK & Europe, Group Head of Operations, Corporate and Institutional Banking and Group Finance Director. In 1978 he joined Chase Manhattan Bank where he assumed regional responsibilities for the bank’s audit activities throughout Europe, the Middle East and Africa. Dr. Kenny started his career at PriceWaterhouse and is a Chartered Accountant. He holds a PhD in Theoretical Physics (1973) and a Bachelor’s of Science in Physics (1970), both degrees were awarded THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
by the University of Surrey. Dr. Kenny is currently a non-executive director of First City Monument Bank plc, a bank listed on the Nigerian stock exchange, and an independent director of JPMorgan Emerging Markets Investment Trust plc. Philip Lader, aged 63 (Independent Non-executive Director) Philip Lader is an independent non-executive Director of the Company appointed on 26 March 2007. Since 2001, he has held the position of Non-executive Chairman of WPP plc, the worldwide advertising and communications services company, and Senior Adviser to Morgan Stanley. He also serves on the boards of Lloyd’s of London, Marathon Oil Corporation, AES Corporation and Songbird Estates Plc. Formerly, in addition to senior executive positions in several U.S. companies, he was U.S. Ambassador to the United Kingdom and served in senior positions in the U.S. government, including White House Deputy Chief of Staff. Mr. Lader holds a Bachelor’s degree in Political Science from Duke University (1966) and a Master’s degree in History from the University of Michigan (1967). He completed graduate studies in law at Oxford University in 1968 and obtained a Juris Doctor degree from Harvard Law School in 1972. Elsie Leung Oi-sie, aged 70 (Independent Non-executive Director) Ms. Leung was appointed a member of the Board on 30 November 2009. From 1997 to 2005 Ms. Leung was the Secretary for Justice of the Hong Kong Special Administrative Region, as well as a member of the Executive Council of Hong Kong. Ms. Leung was admitted as a solicitor of the Supreme Court of Hong Kong in 1968. She was a partner of P. H Sin & Co., a Hong Kong law firm, which amalgamated with the law firm Iu, Lai & Li Solicitors & Notaries in 1993; she was a senior partner with Iu, Lai & Li Solicitors & Notaries from 1993 to 1997. In 2006, she resumed practice at Iu, Lai & Li Solicitors & Notaries. Ms. Leung has served on several government boards and committees, including the Independent Police Complaints Council, Equal Opportunities Commission, Social Welfare Advisory Committee and Inland Revenue Board of Review. Ms. Leung was appointed as a Delegate of the People’s Congress of Guangdong Province in 1989. In 1993, she was appointed as a Delegate of the 8th National People’s Congress as well as a Hong Kong Affairs Adviser. Since 2006 she has been the Deputy Director of the Hong Kong Basic Law Committee of the Standing Committee of the National People’s Congress of the People’s Republic of China. __________________________________________________________________________________ These materials are not an offer for sale of any securities of United Company RUSAL Limited (the
“Company”) in the United States. Any securities of the Company may not be offered or sold in the United
States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as
amended. The Company does not intend to register any part of the offering in the United States or to conduct
a public offering of any securities in the United States.
This document contains no information or material which may result in it being deemed (1) to be a prospectus within the meaning of section 2(1) of the Companies Ordinance, or an advertisement or extract from or abridged version of a prospectus within the meaning of section 38B of the Companies Ordinance or an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or (2) 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 and is subject to material change. This document does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell or inviting offers to acquire, purchase or subscribe for any securities in Hong Kong or calculated to invite such offers or inducing or intended to induce subscription for or purchase of any securities in Hong Kong. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering to non-qualified investors of any securities in Russia. The securities have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia. The securities are not intended for “placement” or “circulation” in Russia except as permitted by Russian law. No prospectus has been prepared in connection with the offering of any securities of the Company to the public in France that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; accordingly no securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; this communication or any other offering material relating to the securities have not been released or distributed or caused to be released or distributed and will not be released or distributed or caused to be released or 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), as defined in and in accordance with Articles L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier. 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 Code monétaire et financier and applicable regulations thereunder. Persons who come into possession of this communication or any other offering material relating to the securities of the Company are required to inform themselves about and observe any such restrictions. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. The materials to which you may be given access constitute an advertisement and are not a prospectus for the purposes of the Prospectus Directive. A prospectus, if prepared and published pursuant to the Prospectus Directive, will be made available to the public in accordance with the Prospectus Directive. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

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