Last checked at 16 Sep 2008 08:20
Ferrexpo plc - Related Party transaction in own shares
Ferrexpo plc ("Ferrexpo" or the "Group") announces that on 16 September 2008 it purchased 19,398,814 of its own ordinary shares at a price of 167.3 pence per share from Fevamotinico S.a.r.l. ("Fevamotinico"), the Group's majority shareholder, a company owned by the Minco Trust, one of the beneficiaries of which is Kostyantin Zhevago. The purchase was funded out of distributable reserves and the purchased shares will be held as treasury shares.
The purchase from Fevamotinico was effected as part of the Group's ongoing share repurchase programme. The transaction is considered to be in the interests of minority shareholders as it will serve to prevent an increase in Fevamotinico's beneficial ownership level in the Group as a result of on-market share repurchases. The participation by Fevamotinico in the share repurchase programme was consented to by the Global Co-ordinator and the Underwriters in accordance with the provisions of the lock-up agreement entered into by Fevamotinico at the time of the Group's IPO.
This transaction and any further purchases by the Group from Fevamotinico as part of the Group's ongoing share repurchase programme will constitute Related Party transactions in terms of Chapter 11 of the Listing Rules of the UK Listing Authority ("Listing Rules"), and will be conducted in accordance with the requirements of paragraph 11.1.10 of the Listing Rules (modified requirements for smaller related party transactions), including the need for a fair and reasonable opinion from an independent financial advisor, which the Group has obtained from Montrose Partners LLC.
Following the above purchase, Ferrexpo holds 22,913,814 ordinary shares in treasury, and has 591,054,142 ordinary shares in issue (excluding treasury shares). Fevamotinico now owns 424,507,109 ordinary shares in Ferrexpo, equating to 71.82% of the Group's issued share capital.
The Group expects to continue its on-market share repurchase programme. Once the repurchase programme is complete, Fevamotinico's shareholding will be at approximately its pre-buyback level as will the Group's free float, and at no point will Fevamotinico's shareholding increase above that prior to the commencement of the share repurchase programme.
For further information, please contact:
Ferrexpo: +44 207 389 8304
Gavin Mackay
Finsbury: +44 207 251 3801
Robin Walker
Alex Simmons
Notes to Editors:
Ferrexpo is a Swiss headquartered resources Group with assets in Ukraine, principally involved in the production and export of iron ore pellets, used in producing steel. Current output is over 9 million tonnes per annum, approximately 85% of which is exported to steelmakers around the world, and the Group is currently undertaking a significant growth programme. The Group is listed on the main market of the London Stock Exchange under the ticker FXPO. For further information please visit www.ferrexpo.com.