Mhp Reg S Regulatory News (MHPC)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE RUSSIAN FEDERATION, UKRAINE, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

05 January 2011

MHP S.A.

Announces Partial Execution of the Over-allotment Option by Joint Bookrunners of the Equity Offering

MHP S.A. ("MHP" or the "Company", LSE ticker: "MHPC"), one of the leading agro-industrial companies in Ukraine, focusing on the production of poultry and the cultivation of grain, announces today that during the over-allotment option period the Joint Bookrunners exercised in part their option to purchase 1,429,668 GDRs, representing approximately $23.6 million in gross proceeds. As a result, an aggregate of approximately 11.4 million GDRs were sold in connection with this offering. All GDRs were sold at $16.50 per GDR, resulting in a total offering size of approximately $188.6 million. The over-allotment option period has closed and no additional shares will be sold pursuant to the over-allotment option.

All of the GDRs in the offering, including the GDRs subject to the over-allotment option, were sold by WTI Trading Limited (the "Selling Shareholder"). The Company did not receive any proceeds from the sale of the shares in connection with this secondary offering. The Selling Shareholder, a limited liability company organised under the laws of Cyprus, is beneficially owned by Yuriy Kosiuk, the controlling beneficial shareholder and CEO of the Company.

In connection with the transaction, the Company and the Selling Shareholder have agreed to a 180 day lock-up arrangement.

Morgan Stanley and UBS Investment Bank acted as Joint Bookrunners for the Offering.

MHP Investor Relations

Anastasiia Sobotiuk Kyiv: +38 044 207 99 58

Important Notice

Morgan Stanley & Co International plc and UBS Limited, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for the Company and, in respect of only the sale of GDRs, the Selling Shareholder and no one else in connection with the Offering and will not regard any other person (whether or not a recipient of this announcement) as their respective clients and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to clients of Morgan Stanley & Co. International plc and UBS Limited nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.

The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United Kingdom or any other European Economic Area state, Australia, Canada, Japan, Ukraine, the Russian Federation, or the United States. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan, Ukraine or the Russian Federation or any other jurisdiction. There will be no public offer of the securities in the United States or elsewhere.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (subject to applicable laws), (ii) to investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.

In connection with the offering, Morgan Stanley & Co. International plc (the "Stabilizing Manager") (or persons acting on behalf of the Stabilizing Manager) may (but is under no obligation to) effect transactions in the GDRs with a view to supporting the market price of the GDRs at a level higher than that which might otherwise have prevailed in the open market. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the final price of the global depositary receipts is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date of such adequate public disclosure of the final price of the GDRs. Any stabilization action must be conducted by the Stabilizing Manager (or person(s) acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules. Save as required by law or regulation, neither the Stabilizing Manager nor any of its agents intends to disclose the extent of any stabilization transactions conducted in relation to the Offering.

This document is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Prospectus Directive") and Part VI of the Financial Services and Markets Act 2000 (the "FSMA"). In any EEA Member State that has implemented the Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

In connection with the Offering, Morgan Stanley & Co. International plc or UBS Limited, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase GDRs and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the GDRs 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 Morgan Stanley & Co. International plc or UBS Limited or any of their respective affiliates acting as investors for their own accounts. Morgan Stanley & Co. International plc and UBS Limited 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.

The offer and the distribution of this press release and other information in connection with the 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.

This announcement and information contained therein are for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Information in this announcement cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.