UPDATE 1-RUSAL Says Ready to Buy Interros Stake in Norilsk

MOSCOW, Aug. 2 -- UC RUSAL (0486.HK: Quote), the world's top aluminium producer, said on Friday it was ready to buy the stake in metals giant Norilsk Nickel (GMKN.MM: Quote) from rival Interros as it attempts to restore its position on the Norilsk board.

RUSAL and Interros, which both have slightly more 25 percent in Norilsk, have been battling for control over the company, the world's largest nickel producer.

They signed a truce in 2008 but the fight restarted in June, when RUSAL lost one of its four seats on the company's 13-seat board, giving Interros, which still has four seats, the upper hand.

"We, with partners, are ready to buy its stake," tycoon Oleg Deripaska, RUSAL's chief executive, told a briefing.

Interros has said repeatedly it could buy RUSAL's stake and was not willing to sell its own.

Deripaska said he feared the Norilsk board may prefer a share buyback to a dividends payout, while RUSAL -- struggling under a $12.9 billion debt -- wants the cash-rich metal and mining giant to share its profits with shareholders.

"We suspect that the control (of Interros) of the board may lead to a buyback of shares again," Deripaska said.

"Interros... believes that to distribute nearly half of profits to shareholders is not just, while we believe it is just," said Maksim Sokov, RUSAL's deputy CEO for strategy and corporate development.

In May, when RUSAL and Interros had the same number of board seats, the Norilsk board rejected RUSAL's request to pay 110 percent of its profit, or some $3 billion, in a dividend for 2009 and approved a dividend payout of only $1.3 billion.

Deripaska said that under its 2008 truce agreement between RUSAL and Interros, they had agreed that Norilsk should pay an annual dividend of around $2 billion.

ELECTION ROW

RUSAL has alleged Norilsk manipulated the results of the board elections at the annual general meeting on June 28, when RUSAL failed get its nominee, former Norilsk Chairman Alexander Voloshin, re-elected.

Norilsk said this week, is was preparing to send both RUSAL and Interros copies of all 30,000 ballots cast to show them the results of the vote.

RUSAL had said it was planning to make a request on July 20 for an emergency shareholders' meeting to re-elect the board. But on Friday, RUSAL CEO Deripaska told reporters the company had delayed calling the meeting so it could better prepare.

"We have held talks with a significant number of shareholders, explained our position to them and have obtained a serious support," Deripaska said. "We believe that we have convinced them and we continue working with them."

Deripaska said that Norilsk could well afford to pay a bigger dividend as it could dispose of some of its non-core assets, including energy assets it valued at $2.5 billion.

Norilsk Nickel denied wrongdoing in any of its actions.

"We are tired to comment on RUSAL's unsubstantiated attacks on us," it said in an emailed statement to Reuters.