Phosagro S Regulatory News (PHOR)

OJSC PHOSAGRO - Launch of Share Offering

PR Newswire

London, April 8

** Not for distribution, directly or indirectly, in or into the United States,Canada, Japan or the Russian Federation or any other jurisdiction in which this

This announcement is not an offer of securities for sale in or into anyjurisdiction, including the United States, Canada, Japan or the RussianFederation. Neither this announcement not anything contained herein shall formthe basis of, or be relied upon in connection with, any offer or commitmentwhatsoever in any jurisdiction.

Launch of Share Offering

OJSC PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE: PHOR), aleading global vertically integrated phosphate-based fertiliser producer,announces today the offering (the "Offering") of at least 11,111,000 existingshares in the form of shares and GDRs (the "Offer Shares ") by a group of theCompany's shareholders.

The Offer Shares are owned by a group of the Company's shareholders thatincludes Adorabella Limited, Chlodwig Enterprises Limited, and Miles AheadManagement Limited, each of which is a company organised and existing under thelaws of Cyprus (the "Selling Shareholders").

It is intended that the Offering will be followed by the Company's capitalincrease through the open subscription (the "Additional Share Issuance")pursuant to the Company's decision on issuance and the share issuanceprospectus in relation to up to 13.5 million ordinary shares with a nominalprice of RUB2.50 per share, both registered by the FSFM on 15 November 2012.

The Selling Shareholders intend to use approximately 45% of the proceeds fromthe Offering to subscribe for 5,022,920 newly issued ordinary shares of theCompany.

The Company intends to use the proceeds from the Additional Share Issuance forconsolidation of ownership at its principal mining subsidiaries Apatit andPhosAgro-Cherepovets. A portion of the proceeds may also be used for generalcorporate purposes including certain ongoing modernisation and expansionprojects.

The ordinary shares of the Company are included in the quotation list "A1" ofthe CJSC MICEX Stock Exchange ("MICEX"). The GDRs to be issued in the Offeringwill be listed on the London Stock Exchange ("LSE") pursuant to the Company'sexisting block listing of GDRs. Both shares and GDRs of the Company are tradedunder the symbol "PHOR".

The Offering will be effected by way of an accelerated bookbuilding to bemanaged by BofA Merrill Lynch, Citigroup, Credit Suisse, Raiffeisen BankInternational, Renaissance Capital, Sberbank CIB, and VTB Capital (collectively- "Joint Bookrunners").

Any persons who participate in the Offering will be deemed to have read andunderstood this announcement (including the Appendix) in its entirety.

It is anticipated that the Board of Directors of the Company will set the issueprice for the Additional Share Issuance at a level equal to the price of theOffering.

Following the Offering, there will be a lock-up period until 31 December 2013for the Company, the Selling Shareholders and other key shareholders of theCompany, as well as for certain members of the Company's Board of Directors.

Q1 2013 production numbers vs Q1 2012 are expected to be 1,163 vs 1,079thousand tons (+7.8%) of phosphate based fertilisers, 346 vs 217 thousand tons(+59,7%) of nitrogen-based fertilisers, total fertilisers production was 1,509vs 1,296 thousand tons (+16,5%).

The company's management expects non audited FY2012 revenues, EBITDA and netincome to be respectively RUB105.3 billion, RUB34.7 billion and RUB24.5billion. Final release of audited numbers is scheduled on 24 April 2013.

PhosAgro Management Board Chairman Maxim Volkov said: "Since our IPO we haveconsistently delivered for our investors: to date, we have made measurableadvances in expanding production capacity and flexibility, we have madesignificant progress on consolidating our ownership in key subsidiaries, and incorporate governance. With all our development contributions and given oursustainable free cash flow position we were able to exceed the dividend payoutlevel initially promised. Our shareholders and Board of Directors haveidentified an increase of liquidity of our shares and GDRs as one of theimportant priorities. We expect an approximately two-fold increase inPhosAgro's free float will have a positive impact on the liquidity of ourshares and GDRs and will support the inclusion of PhosAgro shares in the MSCIRussia index."

For further information please contact:

PhosAgro is a leading global vertically integrated phosphate-based fertiliserproducer. The Group focuses on the production of phosphate-based fertilisers,feed phosphate and high-grade phosphate rock (with P2O5 content of not lessthan 39 percent), as well as ammonia and nitrogen-based fertilisers.

The Group is the largest phosphate-based fertiliser producer in Europe, thelargest producer of high-grade phosphate rock worldwide and the second largestMAP/DAP producer in the world (excluding China), according to Fertecon.PhosAgro is also a leading producer of MCP feed phosphates in Europe, and theonly producer in Russia.

PhosAgro has 2.1 billion tonnes of resources (according to JORC as of 1 June2011) of high quality apatite-nepheline ore, representing over 75 years ofproduction. The Group also controls substantial Al2O3 resources and has 41% ofRussia's rare earth oxides resources, according to the G.P. Luzin Institute ofEconomic Problems of the Kolskiy Scientific Centre of the Russian Academy ofSciences, 2010.

The Group's mines and phosphate rock production facilities are located in themountainous areas of the Kola Peninsula in the Murmansk region of northwestRussia, whereas its fertiliser and feed phosphate production assets are locatednear the city of Cherepovets in the Vologda region, near the city of Balakovoin the Saratov region of southwest part of European Russia and near the city ofVolkhov in the Leningrad Region .

PhosAgro's 2011 consolidated IFRS revenue was over USD 3.4 bln and EBITDA wasUSD 1.2 bln.. For the nine months ended 30 September 2012, PhosAgro'sconsolidated IFRS revenue was USD 2.5 bln and EBITDA was USD 874 mln. As of 30September 2012, the Сompany's net debt/annualised EBITDA ratio was 0.29x.

For further information on PhosAgro please visit: www.PhosAgro.com

Appendix

No Prospectus

No prospectus or other offering document has been or will be prepared inconnection with the Offering or has been or will be submitted for approval bythe UKLA in relation to the Offering and the purchasers' commitments must bemade solely on the basis of the information published by or on behalf of theCompany, including, without limitation, any information required to bepublished by the Company pursuant to applicable laws (the "Publicly AvailableInformation") and such purchaser's own investigation of the Publicly AvailableInformation, the Offer Shares and the Company.

Notifications

Some of the information in these materials may contain projections or otherforward-looking statements regarding future events or the future financialperformance of the Company. You can identify forward looking statements byterms such as "expect", "believe", "anticipate", "estimate", "intend", "will","could," "may" or "might" the negative of such terms or other similarexpressions or by discussions of strategy, plans, objectives, goals, futureevents or intentions. The Company wishes to caution you that these statementsare only predictions and that actual events or results may differ materially.The Company does not intend to update these statements to reflect events andcircumstances occurring after the date hereof or to reflect the occurrence ofunanticipated events. Many factors could cause the actual results to differmaterially from those contained in projections or forward-looking statements ofthe Company, including, among others, general economic conditions, thecompetitive environment, risks associated with operating in the RussianFederation, rapid technological and market change in the industries the Companyoperates in, as well as many other risks and factors specifically related tothe Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted,directly or indirectly, into the United States, Canada, Japan or the RussianFederation or any other jurisdiction where such an announcement would beunlawful. These materials are not an offer for sale of securities in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), or an exemption from registration under the Securities Act. OJSCPhosAgro has not registered and does not intend to register any part of anyoffering in the United States or to conduct a public offering of any securitiesin the United States or in any other jurisdiction.

This communication is directed only at (i) persons who are outside the UnitedKingdom or (ii) persons who have professional experience in matters relating toinvestments falling within Article 19(1) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worthentities, and other persons to whom it may lawfully be communicated, fallingwithin Article 49(2) of the Order (all such persons together being referred toas "relevant persons"). Any investment activity to which this communicationrelates will only be available to and will only be engaged with, relevantpersons. Any person who is not a relevant person should not act or rely on thisdocument or any of its contents.

This communication is distributed in any member state of the European EconomicArea which applies Directive 2000/71/EC (this Directive together with anyimplementing measures in any member state, the "Prospectus Directive" andamendments thereto, including Directive 2010/73/EC, to the extent implementedin the relevant member state) only to those persons who are investmentprofessionals for the purposes of the Prospectus Directive in such memberstate, and such other persons as this document may be addressed on legalgrounds, and no person that is not a relevant person may act or rely on thisdocument or any of its contents.

Shares of OJSC PhosAgro have not been and will not be registered under theapplicable securities laws of the United States, Australia, Canada or Japanand, subject to certain exceptions, may not be offered or sold within theUnited States, Australia, Canada or Japan or to, or for the account or benefitof, citizens or residents of the United States, Australia, Canada or Japanexcept under circumstances which will result in the full compliance with theapplicable laws and regulations promulgated by the relevant regulatoryauthorities in effect at the relevant time.

Information contained in this communication does not constitute anadvertisement, an offer or an invitation to make offers, sell, purchase,exchange or transfer any securities in the Russian Federation or to or for thebenefit of any Russian person (including legal entities) resident,incorporated, established or having their usual residence in the RussianFederation or to any person located within the territory of the RussianFederation, unless and to the extent otherwise permitted under Russian law, andmust not be passed on to third parties or otherwise be made publicly availablein the Russian Federation. Information contained in this communication isintended only for persons who are "qualified investors" within the meaning ofArticle 51.2 of the Russian Federal Law on Securities Market (the "RussianQIs") and must not be passed on to third parties who are not Russian QIs orotherwise permitted under Russian law to access such information. Any globaldepository receipts have not been and will not be admitted to placement and/orcirculation in the Russian Federation and not intended for "offering","advertising", "placement" or "circulation" (each as defined in Russiansecurities laws) in the Russian Federation except as permitted by Russian law.

This announcement has been issued by and is the sole responsibility of theCompany. No representation or warranty, express or implied, is or will be madeas to, or in relation to, and no responsibility or liability is or will beaccepted by the Joint Bookrunners or by any of their respective affiliates oragents as to or in relation to, the accuracy or completeness of thisannouncement or any other written, visual, electronic or oral information madeavailable to or publicly available to any interested party or its advisers, andany liability therefore is expressly disclaimed.

The Joint Bookrunners are acting for the Company and the Selling Shareholdersand for no-one else in relation to the Offering, and will not be responsible toany other person for providing the protections afforded to each of itsrespective clients nor for providing advice in connection with the Offering,the contents of this announcement or any transaction, arrangement or othermatter referred to herein.

Neither the content of the Company's website (or any other website) nor thecontent of any website accessible from hyperlinks on the Company's website (orany other website) is incorporated into, or forms part of, this announcement.

The distribution of these materials and other information in connection withthe listing and Offering in certain jurisdictions may be restricted by law andpersons into whose possession any document or other information referred toherein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of thesecurities laws of any such jurisdiction.

The information contained in this announcement is for background purposes onlyand does not purport to be full or complete. No reliance may or should beplaced by any person for any purposes whatsoever on the information containedin this announcement or its accuracy, fairness or completeness. The informationin this announcement is subject to change. Acquiring investments to which thisannouncement relates may expose an investor to a significant risk of losing allof the amount invested. The value of shares can decrease as well as increase.Persons considering making such investments should consult an authorised personspecialising in advising on such investments. This announcement does notconstitute a recommendation concerning the Offering. Potential investors shouldconsult a professional advisor as to the suitability of the Offering for theperson concerned.

In connection with the Offering, each Joint Bookrunner and any of theirrespective affiliates, acting as investors for their own accounts, maysubscribe for or purchase Offer Shares and in that capacity may retain,purchase, sell, offer to sell or otherwise deal for their own accounts in suchOffer Shares and other securities of the Company or related investments inconnection with the Offering or otherwise. Accordingly, references to the OfferShares being issued, offered, subscribed, acquired, placed or otherwise dealtin should be read as including any issue or offer to, or subscription,acquisition, placing or dealing by, the Joint Bookrunners and any of theirrespective affiliates acting as investors for their own accounts. In additioncertain of the Joint Bookrunners or their respective affiliates may enter intofinancing arrangements and swaps with investors in connection with which suchJoint Bookrunners (or their affiliates) may from time to time acquire, hold ordispose of the Company's shares. The Joint Bookrunners do not intend todisclose the extent of any such investment or transactions otherwise than inaccordance with any legal or regulatory obligations to do so.