Last checked at 3 May 2012 08:00
For Immediate Release 3 May 2012 PhosAgro Board Backs Apatit Privatisation Participation
Moscow - PhosAgro ("PhosAgro" or "the Company") , a leading global vertically integrated phosphate-based fertilizer producer, announces that its Board of Directors has approved the Company's participation in the upcoming privatisation of the Russian Federation Government's stake in PhosAgro's subsidiary Apatit.
The Board has granted PhosAgro CEO Maxim Volkov the authority to determine the price and other parameters of the acquisition of the Apatit shares owned by the Russian Government, and to undertake on behalf of PhosAgro any other actions that are required for the acquisition of the shares.
PhosAgro currently owns 57.57% of the voting shares of Apatit. In April of this year the Russian Federation Antimonopoly Service approved PhosAgro's request for permission to acquire up to an additional 42.43% of voting shares in OJSC Apatit, which together with the stake already owned by PhosAgro represents 100% of Apatit's outstanding shares.
In addition to participation in the privatisation, PhosAgro intends to acquire shares from Apatit's other minority shareholders.
The Board also approved several related party transactions in which it determined the price of the property to be acquired based on the property's market value.
The PhosAgro Board of Directors approved a purchase agreement for Ammophos shares that were presented for redemption by shareholders in connection with the merger of Ammophos and Cherepovetsky Azot. The shares are to be sold by Ammophos for a total of RUB 143,140,790. In accordance with the agreement, PhosAgro will purchase 29,759 ordinary shares of Ammophos, which represents 0.33% of the company's share capital. As a result of the transaction, PhosAgro's stake in Ammophos will be 94.13%.
The PhosAgro Board of Directors also approved purchase agreements for shares of Cherepovetsky Azot that were presented for redemption by shareholders in connection with the merger of Ammophos and Cherepovetsky Azot. The first agreement entails the purchase of 44,141 ordinary shares of Cherepovetsky Azot for RUB 79,674,505. In accordance with the second agreement, PhosAgro will purchase 78,015 preferred shares of Cherepovetsky Azot for RUB 134,965,950. The shares to be purchased under these two agreements represent 1.34% of Cherepovetsky Azot's share capital. The seller in both agreements is Cherepovetsky Azot. Upon completion of these transactions, the total stake of PhosAgro and its related parties in Cherepovetsky Azot will increase to 70.63%.
For further information please contact:
OJSC PhosAgro+7 495 231 2747Irina Evstigneeva, Head of Corporate Finance and Investor RelationsTimur Belov, Press OfficerM:CommunicationsStuart Leasorleasor@mcomgroup.com+ 44 20 7920 2317Sam 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. The Group is 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 2011 IFRS revenue was USD 3.4 bln and EBITDA was USD 1.2 bln. The С ompany's net debt/EBITDA ratio was 0.43 at 31 December 2011.
For further information on PhosAgro please visit: www.PhosAgro.com