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.
UNITED COMPANY RUSAL PLC
(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)
INSIDE INFORMATION
SUSTAINABILITY-LINKEDPRE-EXPORT FINANCE FACILITY
This announcement is made by the Company pursuant to Rule 13.09 of 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).
References are made to various announcements of the Company in relation to, amongst others, the PXF 2017 and the PXF 2019.
The Company is pleased to announce that a new sustainability-linkedpre-export finance facility (the "PXF 2019") was signed on 25 October 2019 by, among others, the Company as borrower, ING Bank N.V. as facility and security agent and the Lenders as defined therein. The great support from the banking community allowed the Company to increase the amount of confirmed commitments for PXF 2019 from initially announced USD750,000,000 to USD1,085,000,000. This transaction is the first sustainability-linked syndicated pre-export facility arranged by international and Russian commercial banks in Russia.
The key terms and conditions of the PXF 2019 are described below.
(a) Borrower
The Company.
(b) Guarantors
Each of PJSC "RUSAL Bratsk"; JSC "RUSAL Krasnoyarsk"; JSC "RUSAL Novokuznetsk"; JSC "RUSAL Sayanogorsk"; JSC "RUSAL Ural"; RS International GmbH; RTI Limited; RUSAL Marketing GmbH; JSC "RUSSIAN ALUMINIUM"; JSC "UC RUSAL - Trading House" (each being a wholly-owned subsidiary of the Company).
− 1 −
(c) Lenders
- ING Bank, a branch of ING-DiBa AG, and Natixis as Coordinating Bookrunning Mandated Lead Arrangers,
- Bank of China Limited Hungarian Branch, Bank of China Limited Macau Branch, Crédit Agricole Corporate & Investment Bank, Societe Generale and UniCredit S.p.A. as the Initial Bookrunning Mandated Lead Arrangers,
- Sberbank of Russia as the Bookrunning Mandated Lead Arranger,
- RCB BANK LTD as the Initial Mandated Lead Arranger,
- Intesa Sanpaolo Bank Ireland Plc and Bank ZENIT (Public Joint Stock Company) as the Mandated Lead Arrangers, and
- Raiffeisen Bank International AG as the Lead Arranger.
(d) Sustainability Coordinators
Natixis and Societe Generale
(e) Amount
USD1,085,000,000.
(f) Final maturity date and repayment schedule
Quarterly repayments will start from the 27th calendar month and the final maturity date will fall on the 60th calendar month from the first drawdown under the PXF 2019.
(g) Use of proceeds
Refinancing of PXF 2017.
(h) Interest
The interest rate is subject to a sustainability discount or premium depending on the Company's fulfilment of the sustainability key performance indicators (KPI).
− 2 −
(i) Sustainability KPIs
Sustainability KPIs are related to environmental impact and sustainable development and include increase of ALLOW branded aluminium sales, reduction of carbon footprint and decrease of fluoride emissions. They will be measured annually and verified by an independent and specialized third party.
(j) Security
Assignment of certain contracts; guarantees from the Guarantors, acting jointly and severally (without any limitation); charge or pledge of accounts.
(k) Covenant package
The calculation of financial covenants is in line with PXF 2017.
Limitation on dividends/distribution shall be in line with the PXF 2017.
(l) The effective date
The facility becomes effective when all conditions precedent (standard for this type of facility) are satisfied.
Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, the following expressions have the following meanings, unless the context otherwise requires:
"Board" | the Board of Directors. |
"Company" | United Company RUSAL Plc, a limited liability |
company incorporated in Jersey, the shares of | |
which are listed on the Main Board of the Stock | |
Exchange. | |
"Director(s)" | the director(s) of the Company. |
− 3 −
"Listing Rules" | the Rules Governing the Listing of Securities on |
The Stock Exchange of Hong Kong Limited. | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited. |
"PXF 2017" | the pre-export finance term facility agreement |
dated 24 May 2017 between, among others, the | |
Company as borrower, ING Bank N.V. as facility | |
agent and security agent, and the lenders as defined | |
therein for an amount of up to USD2,000,000,000. | |
"USD" | United States dollars, the lawful currency of the |
United States of America. | |
By Order of the Board of Directors of | |
United Company RUSAL Plc | |
Aby Wong Po Ying | |
Company Secretary | |
28 October 2019 |
As at the date of this announcement, the executive Directors are Mr. Evgenii Nikitin, Mr. Evgeny Kuryanov and Mr. Evgenii Vavilov, the non-executive Directors are Mr. Marco Musetti, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov and the independent non-executive Directors are Dr. Elsie Leung Oi-sie, Mr. Dmitry Vasiliev, Mr. Bernard Zonneveld (Chairman), Mr. Maxim Poletaev, Mr. Randolph N. Reynolds, Mr. Kevin Parker, Mr. Christopher Burnham and Mr. Nick Jordan.
All announcements published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx and http://rusal.ru/investors/info/moex/ , respectively.
− 4 −
Attachments
- Original document
- Permalink
Disclaimer
United Company RUSAL plc published this content on 28 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 October 2019 00:26:04 UTC