Ogier recently assisted Jersey incorporated United Company RUSAL Plc (“UC RUSAL”) on its Russian Depositary Receipts programme, the first of its kind for any international company within Russia and a landmark transaction aimed at improving the attractiveness of and access to UC RUSAL’s shares for its extensive Russia-focused investor base.  The UC RUSAL team at Ogier led by Marc Yates included senior associate Adam Chester who has been involved on a number of recent transactions for them.

UC RUSAL, the world’s largest aluminium producer, announced on 24 December 2010 that its Russian Depositary Receipts had started trading on the Russian stock exchanges MICEX (RUALR) and RTS (RUAL).  It is expected that the listing of the Russian Depository Receipts on Russian stock exchanges may facilitate UC RUSAL’s inclusion in the MSCI Russia index which should create additional demand for UC RUSAL’s securities.

Sberbank, the Russian bank acting as depositary of ordinary shares and issuer of the Russian Depositary Receipts related to the shares, began issuing the Russian Depositary Receipts on 23 December 2010, when the conversion of the Company’s ordinary shares into Russian Depositary Receipts became possible.  In order to boost the liquidity of the Russian Depositary Receipts, Sberbank selected Russia’s leading brokers VTB Capital, Renaissance Broker and Troika Dialog as market makers.

The Russian Depositary Receipts programme follows UC RUSAL’s initial public offering of approximately US$2bn of its ordinary shares on the Stock Exchange of Hong Kong Limited in January 2010 which also represented another first as the first company incorporated in Jersey to list in Hong Kong.  Ogier was instrumental in obtaining the Stock Exchange of Hong Kong Limited’s approval of Jersey as an approved jurisdiction for the purposes of listing in Hong Kong and the successful capital raising.

UC RUSAL’s securities are also listed, in the form of global depositary shares, which are linked to UC RUSAL’s ordinary shares, on NYSE Euronext in Paris.
Marc Yates, partner at Ogier, said  “We are delighted to have helped UC RUSAL to break new ground yet again with this landmark transaction and expect that the company’s fortunes will be greatly enhanced by its ability to tap the vast and growing investor base in Russia. 

The relevant Russian legislation has been in place for a little while, being part of the ongoing process of general modernisation of Russian law, but it had not been used.  To have been involved in the first use of that law and that it is a Jersey company which has used it, adds some buzz to the transaction.  We looked at some interesting differences between Russian and Jersey law in the process and hope having concluded the first RDR programme, it will be a catalyst for more to follow”.