OJSC PHOSAGRO: Launch of Share Offering
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This announcement is not an offer of securities for sale in or into any jurisdiction, including the United States, Canada, Japan or the Russian Federation. Neither this announcement not anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
For Immediate Release 8 April 2013
Launch of Share Offering
OJSC PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE: PHOR), a leading global vertically integrated phosphate-based fertiliser producer, announces today the offering (the "Offering") of at least 11,111,000 existing shares in the form of shares and GDRs (the "Offer Shares ") by a group of the Company's shareholders.
The Offer Shares are owned by a group of the Company's shareholders that includes Adorabella Limited, Chlodwig Enterprises Limited, and Miles Ahead Management Limited, each of which is a company organised and existing under the laws of Cyprus (the "Selling Shareholders").
It is intended that the Offering will be followed by the Company's capital increase through the open subscription (the "Additional Share Issuance") pursuant to the Company's decision on issuance and the share issuance prospectus in relation to up to 13.5 million ordinary shares with a nominal price of RUB2.50 per share, both registered by the FSFM on 15 November 2012.
The Selling Shareholders intend to use approximately 45% of the proceeds from the Offering to subscribe for 5,022,920 newly issued ordinary shares of the Company.
The Company intends to use the proceeds from the Additional Share Issuance for consolidation of ownership at its principal mining subsidiaries Apatit and PhosAgro-Cherepovets. A portion of the proceeds may also be used for general corporate purposes including certain ongoing modernisation and expansion projects.
The ordinary shares of the Company are included in the quotation list "A1" of the CJSC MICEX Stock Exchange ("MICEX"). The GDRs to be issued in the Offering will be listed on the London Stock Exchange ("LSE") pursuant to the Company's existing block listing of GDRs. Both shares and GDRs of the Company are traded under the symbol "PHOR".
The Offering will be effected by way of an accelerated bookbuilding to be managed by BofA Merrill Lynch, Citigroup, Credit Suisse, Raiffeisen Bank International, Renaissance Capital, Sberbank CIB, and VTB Capital (collectively - "Joint Bookrunners").
Any persons who participate in the Offering will be deemed to have read and understood this announcement (including the Appendix) in its entirety.
It is anticipated that the Board of Directors of the Company will set the issue price for the Additional Share Issuance at a level equal to the price of the Offering.
Following the Offering, there will be a lock-up period until 31 December 2013 for the Company, the Selling Shareholders and other key shareholders of the Company, as well as for certain members of the Company's Board of Directors.
Q1 2013 production numbers vs Q1 2012 are expected to be 1,163 vs 1,079 thousand tons (+7.8%) of phosphate based fertilisers, 346 vs 217 thousand tons (+59,7%) of nitrogen-based fertilisers, total fertilisers production was 1,509 vs 1,296 thousand tons (+16,5%).
The company's management expects non audited FY2012 revenues, EBITDA and net income to be respectively RUB105.3 billion, RUB34.7 billion and RUB24.5 billion. Final release of audited numbers is scheduled on 24 April 2013.
PhosAgro Management Board Chairman Maxim Volkov said: "Since our IPO we have consistently delivered for our investors: to date, we have made measurable advances in expanding production capacity and flexibility, we have made significant progress on consolidating our ownership in key subsidiaries, and in corporate governance. With all our development contributions and given our sustainable free cash flow position we were able to exceed the dividend payout level initially promised. Our shareholders and Board of Directors have identified an increase of liquidity of our shares and GDRs as one of the important priorities. We expect an approximately two-fold increase in PhosAgro's free float will have a positive impact on the liquidity of our shares and GDRs and will support the inclusion of PhosAgro shares in the MSCI Russia index."
For further information please contact:
OJSC PhosAgro +7 495 231 2747 Irina Evstigneeva, Head of Corporate Finance and Investor Relations Timur Belov, Press Officer
M:Communications Sam VanDerlip email@example.com +44 (0) 20 7920 2356
PhosAgro is a leading global vertically integrated phosphate-based fertiliser producer. The Group focuses on the production of phosphate-based fertilisers, feed phosphate and high-grade phosphate rock (with P2O5 content of not less than 39 percent), as well as ammonia and nitrogen-based fertilisers.
The Group is the largest phosphate-based fertiliser producer in Europe, the largest producer of high-grade phosphate rock worldwide and the second largest MAP/DAP producer in the world (excluding China), according to Fertecon. PhosAgro is also a leading producer of MCP feed phosphates in Europe, and the only producer in Russia.
PhosAgro has 2.1 billion tonnes of resources (according to JORC as of 1 June 2011) of high quality apatite-nepheline ore, representing over 75 years of production. The Group also controls substantial Al2O3 resources and has 41% of Russia's rare earth oxides resources, according to the G.P. Luzin Institute of Economic Problems of the Kolskiy Scientific Centre of the Russian Academy of Sciences, 2010.
The Group's mines and phosphate rock production facilities are located in the mountainous areas of the Kola Peninsula in the Murmansk region of northwest Russia, whereas its fertiliser and feed phosphate production assets are located near the city of Cherepovets in the Vologda region, near the city of Balakovo in the Saratov region of southwest part of European Russia and near the city of Volkhov in the Leningrad Region .
PhosAgro's 2011 consolidated IFRS revenue was over USD 3.4 bln and EBITDA was USD 1.2 bln.. For the nine months ended 30 September 2012, PhosAgro's consolidated IFRS revenue was USD 2.5 bln and EBITDA was USD 874 mln. As of 30 September 2012, the Сompany's net debt/annualised EBITDA ratio was 0.29x.
For further information on PhosAgro please visit: www.PhosAgro.com
No prospectus or other offering document has been or will be prepared in connection with the Offering or has been or will be submitted for approval by the UKLA in relation to the Offering and the purchasers' commitments must be made solely on the basis of the information published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws (the "Publicly Available Information") and such purchaser's own investigation of the Publicly Available Information, the Offer Shares and the Company.
Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" the negative of such terms or other similar expressions or by discussions of strategy, plans, objectives, goals, future events or intentions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industries the Company operates in, as well as many other risks and factors specifically related to the Company and its operations.
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Canada, Japan or the Russian Federation or any other jurisdiction where such an announcement would be unlawful. These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. OJSC PhosAgro has not registered and does not intend to register any part of any offering in the United States or to conduct a public offering of any securities in the United States or in any other jurisdiction.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) 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) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive" and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant member state) only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
Shares of OJSC PhosAgro have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of the United States, Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
Information contained in this communication does not constitute an advertisement, an offer or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation, unless and to the extent otherwise permitted under Russian law, and must not be passed on to third parties or otherwise be made publicly available in the Russian Federation. Information contained in this communication is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Russian Federal Law on Securities Market (the "Russian QIs") and must not be passed on to third parties who are not Russian QIs or otherwise permitted under Russian law to access such information. Any global depository receipts have not been and will not be admitted to placement and/or circulation in the Russian Federation and not intended for "offering", "advertising", "placement" or "circulation" (each as defined in Russian securities laws) in the Russian Federation except as permitted by Russian law.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written, visual, electronic or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The Joint Bookrunners are acting for the Company and the Selling Shareholders and for no-one else in relation to the Offering, and will not be responsible to any other person for providing the protections afforded to each of its respective clients nor for providing advice in connection with the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
The distribution of these materials and other information in connection with the listing and Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein 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.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
In connection with the Offering, each Joint Bookrunner and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Offer Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the Offer Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. In addition certain of the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of the Company's shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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