Phosagro S Regulatory News (PHOR)

PJSC PHOSAGRO - PhosAgro Places USD500m 5.25-y Eurobond at 3.949%

PR Newswire

London, January 24

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA (EXCEPT TO QIBS THAT ARE ALSO QPS AS DEFINED BELOW), AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

PhosAgro Places USD500m 5.25-y Eurobond at 3.949%

Moscow – PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE: PHOR), one of the world’s leading vertically integrated phosphate-based fertilizer producers, announces the closing and settlement of its USD 500 million 5.25-year (5 years, 3 months) Eurobond issue with a coupon of 3.949%.

The coupon rate on the new issue is 55 bps lower than the upper end of the initial guidance. At peak demand, the order book was more than 5x oversubscribed, with orders in excess of USD 2.5 billion.

The funds from this placement will be used to refinance PhosAgro’s debut 5-year Eurobond issued in February 2013, with a coupon of 4.204%. This new issue will enable the Company to reduce the average interest rate on its debt portfolio, and significantly improves the Company’s debt structure.

PhosAgro CEO Andrey Guryev said: "I am very happy to announce the successful completion of this transaction, which saw very strong demand from international investors. This is the first Russian corporate Eurobond placement of 2018; I believe that the success of this placement sends a positive signal to the market and I hope that it will act as a benchmark for other corporate borrowers.

“More than 90% of demand for PhosAgro’s new Eurobond came from American and European investors, and we were happy to see large international funds and banks participate in this issue.”

PhosAgro’s planned Eurobond issue was assigned credit ratings of BBB- from Standard & Poor's, Ba1 from Moody's and a preliminary rating of BB+(EXP) from Fitch Ratings, which corresponds to the Company’s corporate credit ratings.

BofA Merrill Lynch, Citi, JP Morgan, Sberbank CIB, and VTB Capital acted as joint global coordinators and bookrunners for this transaction, while Raiffeisen Bank International, Renaissance Capital, Société Générale, UBS, and UniCredit were joint bookrunners.

Notes to Editors

PhosAgro (www.phosagro.ru) is one of the world’s leading vertically integrated phosphate-based fertilizer producers in terms of production volumes of phosphate-based fertilizers and high-grade phosphate rock with a P2O5 content of not less than 39% (according to IFA, Fertecon and CRU).

The Company is the largest phosphate-based fertilizer producer in Europe, the largest producer of high-grade phosphate rock (with a P2O5 content of not less than 37%) worldwide and the third largest MAP/DAP producer in the world (excluding China), according to IFA. PhosAgro is also one of the leading producers of feed phosphates (MCP) in Europe, and the only producer in Russia. PhosAgro is Russia’s only producer of nepheline concentrate.

PhosAgro’s main products include phosphate rock, over 35 grades of fertilizers, feed phosphates, ammonia, and sodium tripolyphosphate, which are used by customers in 100 countries spanning all of the world’s inhabited continents. The Company’s priority markets outside of Russia and the CIS are Latin America, Europe and Asia.

PhosAgro’s shares are traded on the Moscow Exchange, and global depositary receipts (“GDRs”) for shares trade on the London Stock Exchange (under the ticker PHOR). Since 1 June 2016, the Company’s GDRs have been included in the MSCI Russia and MSCI Emerging Markets indexes.

Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order") or (iii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order or (iv) to whom this announcement may otherwise be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

In member states of the European Economic Area, this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.

This announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), except to “qualified institutional buyers" (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933 that also “qualified purchasers” (“QPs”) as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940. This announcement does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). Any such securities may not be offered or sold in the United States, except that the securities may be offered for sale in the United States of America to QIBs that are also QPs in reliance on the exemption from registration under Rule 144A. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited.

This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained herein is intended only for persons who are "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.