Last checked at 28 Feb 2012 14:00
For Immediate Release 28 February 2012
Ammophos and Cherepovetsky Azot EGMs Approve Merger
Moscow - PhosAgro ("the Company"), a leading global vertically integrated phosphate-based fertilizer producer, announces that on 27 February 2012 extraordinary general meetings of shareholders ("EGMs") of the Company's subsidiaries OJSC Ammophos and OJSC Cherepovetsky Azot ("the subsidiaries") voted to approve the merger of the subsidiaries into a new company, OJSC PhosAgro-Cherepovets.
PhosAgro CEO Maxim Volkov said: "Shareholders of Ammophos and Cherepovetsky Azot approved a merger that we hope will create synergies by consolidating administrative costs and electricity expenditures into a single legal entity. We also believe that unifying the subsidiaries' accounting and reporting systems will further increase transparency and efficiency for shareholders and potential investors."
Under the transaction approved by the EGMs, PhosAgro-Cherepovets will assume the rights and obligations of the subsidiaries. Its charter capital of RUB 1.375 billion will consist of the combined charter capitals of Ammophos and Cherepovetsky Azot. The new company is to issue 1.25 billion ordinary shares with a nominal value of RUB 1.10 each. One share of PhosAgro-Cherepovets will be equal to 0.01 ordinary shares of Ammophos, 0.262 ordinary shares of Cherepovetsky Azot and 0.27 preferred shares of Cherepovetsky Azot.
In addition to voting for the merger, Ammophos and Cherepovetsky Azot shareholders approved the charter of PhosAgro-Cherepovets, the merger agreement, the act of transfer for the merger agreement and the buyout price for shareholders who voted against the reorganisation or who did not vote in the EGMs: RUB 4,800 per ordinary share of Ammophos, RUB 1,800 per ordinary share of Cherepovetsky Azot and RUB 1,725 per preferred share of Cherepovetsky Azot.
Eligible shareholders will have 45 days following the EGM to request the buyout of their shares, and the subsidiaries must complete the buyout within 30 days following the end of the request period. The total amount that each subsidiary commits to the buyout may not exceed 10% of the value of its net assets as of the date of the EGM approving the merger.
The Board of Directors of PhosAgro-Cherepovets will consist of five members approved by the Ammophos EGM and two members approved by the Cherepovetsky Azot EGM:
From Ammophos: * Sergey Ivanovich Bisirkin * Maxim Victorovich Volkov * Alexey Alexeevich Kozka * Ivan Ivanovich Rodionov * Mikhail Konstantinovich Rybnikov
From Cherepovetsky Azot:
* Igor Mikhailovich Volkov
* Alexander Alexandrovich Gilgenberg
For further information please contact:
OJSC "PhosAgro"+7 495 231 2747Irina Evstigneeva, Head of Corporate Finance and Investor RelationsTimur Belov, Press OfficerM:CommunicationsUKStuart Leasorleasor@mcomgroup.com+ 44 20 7920 2317RussiaSam VanDerlipvanderlip@mcomgroup.com+7 495 663 8005Notes 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 (P2O5 content of not less than 35.7 percent), as well as ammonia and nitrogen-based fertilisers. In 2010, the Group was the largest phosphate-based fertiliser producer in Europe, the largest producer of high-grade phosphate rock worldwide and the third 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.
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. The Group is the only global vertically integrated fertilizer producer that derives approximately 90% of its consolidated gross profit from the phosphates segment. PhosAgro's 1H 2011 IFRS revenue was $1.7 bln and EBITDA was $620 mln. The С ompany's net debt/EBITDA ratio was 0.6 at 30 June 2011.
For further information on PhosAgro please visit: www.PhosAgro.com