United Company RUSAL Plc: Inside Information

Regulatory News:

United Company Rusal Plc (Paris:RUSAL) (Paris:RUAL):

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan.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.

UNITED COMPANY RUSAL PLC
(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)

INSIDE INFORMATION
POTENTIAL OFFERING OF U.S. DOLLAR-DENOMINATED FIXED RATE NOTES

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).

The Company has mandated Citigroup, J.P. Morgan and VTB Capital plc as Global Coordinators and Joint Bookrunners and Credit Bank of Moscow, Credit Suisse, Gazprombank, NATIXIS, Renaissance Capital, Sberbank CIB, Sovcombank and UniCredit Bank as Joint Lead Managers and Joint Bookrunners (collectively, the "Joint Bookrunners”) to arrange its third offering of US dollar-denominated fixed rate notes (the "Eurobonds”) to be issued by Rusal Capital Designated Activity Company, an Irish subsidiary of the Company (the "Issuer”), and guaranteed by the Company and several of its operational subsidiaries under Rule 144A/Regulation S of the U.S. Securities Act of 1933, as amended.

Following a series of fixed-income investor meetings in Europe, North America and Asia, the Eurobonds have been priced as follows:

Principal amount: USD500,000,000
Coupon rate: 4.85 per cent per annum
Maturity: 2023
Issue price: 100 per cent.

The proposed offering of the Eurobonds is expected to be completed on or about 1st February 2018 subject to (a) entry into the definitive agreements in relation to the Eurobonds between the Company, the Issuer, certain Company’s subsidiaries as guarantors, the Joint Bookrunners and other parties and (b) satisfaction of conditions precedent to be set forth in such agreements.

If the Eurobonds are placed as set out above, the Company will apply the proceeds of the Eurobonds to refinance certain existing indebtedness of the Group, with any remaining proceeds to be used for the Group’s general corporate purposes.

The Eurobonds and the related guarantees granted by the Company and its subsidiaries have not been, and will not be, registered under the U.S. Securities Act. Accordingly, the Eurobonds are being offered or sold only outside the United States in offshore transactions in reliance on Regulation S of the U.S. Securities Act.

An application will be made to the Irish Stock Exchange for the Eurobonds to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. No listing of the Eurobonds has been or will be sought in Hong Kong.

As no binding agreements in relation to the Eurobonds have been entered into as at the date of this announcement, the Eurobonds offering may or may not go ahead. Shareholders and investors are advised to exercise caution when dealing in the shares and other securities of the Company.

Further announcement(s) in respect of the Eurobonds will be made by the Company as and when appropriate.

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

25 January 2018

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. 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20180125006066/en/