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15 Nov 2012 14:58
For Immediate Release 15 November 2012
Apatit Board of Directors Makes Recommendations Regarding PhosAgro Mandatory Tender Offer
Moscow - PhosAgro ("PhosAgro" or "the Company") , a leading global vertically integrated phosphate-based fertilizer producer, announces that the Board of Directors of its subsidiary OJSC Apatit held a meeting today at which the Board has made recommendations to Apatit shareholders in relation to PhosAgro's mandatory tender offer to acquire ordinary and preferred shares of Apatit. Following today's decision the Apatit Board of Directors' recommendation, together with the mandatory tender offer, will be sent to Apatit shareholders.
After reviewing the tender, the Apatit Board of Directors established that the mandatory offer, the documentation and the offer price are in compliance with the Russian Federation law on Joint Stock Companies.
PhosAgro's mandatory tender offer was announced on 8 November 2012. The offer price, which was determined in accordance with Russian law, is RUB 6,679.9 per ordinary share and RUB 5.344.0 per type A preferred share.
Apatit shareholders have 70 days to respond to the offer from the date when Apatit received the tender offer. VTB Bank provided a bank guarantee securing PhosAgro's potential liabilities.
As of the date of this announcement, shareholders owning over 5% of Apatit shares have expressed their interest in accepting the mandatory tender offer.
On the 4 September 2012 PhosAgro won the tender for disposal of the Russian Federation's 20% stake in Apatit and increased its stake in the Apatit's share capital from 57.57% to 77.57%. Presently PhosAgro and affiliated parties own approximately 85% of Apatit shares.
For further information please contact:
OJSC PhosAgro
+7 495 231 2747Irina Evstigneeva, Head of Corporate Finance and Investor RelationsTimur Belov, Press OfficerM:CommunicationsSam VanDerlipvanderlip@mcomgroup.com+44 (0) 20 7920 2356Notes to EditorsAbout PhosAgro
PhosAgro is one of the leading global vertically integrated phosphate-based fertiliser producers. The Company focuses on the production of phosphate-based fertilisers, feed phosphate and high-grade phosphate rock (P2O5 content of not less than 39%), as well as ammonia and nitrogen-based fertilisers. The Company 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 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 (at current production levels). The Company also controls substantial Al2O3 resources, and has more than 41% of Russia's rare earth oxides resources.
The Company'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 reported 2011 IFRS revenue of USD 3.4 bln and 2011 EBITDA of USD 1.2 bln. As of 31 December 2011, the Сompany's net debt / EBITDA ratio was equal to 0.43x.
For further information on PhosAgro please visit: www.PhosAgro.com
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