16th Nov 2012 15:55
** Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan ** For Immediate Release 16 November 2012
PhosAgro Notified Shareholders about State Registration of Additional Share Issue and Regulatory Prospectus
Moscow - PhosAgro (or "the Company") , a leading global vertically integrated phosphate-based fertilizer producer, announces that today it notified its shareholders that on 15 November 2012 the Federation Federal Financial Markets Service of Russia registered an additional share issue of 13.5 million new ordinary shares with a nominal value of RUB 2.50 per share, and that the Company's shareholders will have 20 days from the notification date to exercise their pre-emptive rights.
PhosAgro will post the recommended application form for shareholders wishing to exercise their pre-emptive rights on the following pages of the Company's website: http://www.e-disclosure.ru/portal/company.aspx?id=573 and http://ru.phosagro.biz/reveal/phosagro.
In accordance with Russian Federation legislation, PhosAgro may place newly-issued shares within one year after the date of the state registration of the share issue.
For further information please contact:
OJSC PhosAgro+7 495 231 2747Irina Evstigneeva, Head of Corporate Finance and Investor RelationsTimur Belov, Press OfficerM:CommunicationsSam [email protected]+44 (0) 20 7920 2356Notes to Editors
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) 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 and near the city of Balakovo in the Saratov region of southwest part of European Russia. PhosAgro's 2011 IFRS revenue was over USD 3.4 bln and EBITDA was USD 1.2 bln. The Сompany's net debt/EBITDA ratio was 0.43 at 31 December 2011.
For further information on PhosAgro please visit: www.PhosAgro.com
Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of these materials and other information in connection with the listing and offer 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.
These materials are not an offer for sale of any securities in the United States. Securities 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 has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
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.
Securities 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.
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