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. 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 Autorite des marches 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 Autorite des marches 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 qualifies), as defined in and in accordance with Articles L.411-2 and D.411-1 to D.411-3 of the French Code monetaire 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 monetaire 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.