Phosagro S Regulatory News (PHOR)

PJSC PHOSAGRO - PhosAgro Placing USD500m 4.5-yr Eurobond at 3.95%

PR Newswire

London, April 26

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (EXCEPT TO QIBs THAT ARE ALSO QPs, AS DEFINED BELOW), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL.

PhosAgro Placing USD500m 4.5-yr Eurobond at 3.95%

Moscow – PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE: PHOR), one of the world’s leading vertically integrated phosphate-based fertilizer producers, is successfully placing a USD 500 million 4.5-year Eurobond issue with a coupon of 3.95%.

Yesterday the Company priced the issue. Settlement is expected to take place on 3 May 2017.

PhosAgro CEO Andrey Guryev said: “PhosAgro has once again confirmed its status as a first-class borrower, achieving one of the lowest ever placement pricings among Russian companies.

“Since our debut Eurobond issue in 2013, which we placed on unprecedentedly good conditions with a 4.204% coupon rate, our highly professional management team and well-thought-out development strategy have enabled us to significantly increase the Company’s operational efficiency and expand its production capacities, making PhosAgro one of the most efficient producers of phosphate-based fertilizers in the world.

“We have significantly increased shareholder returns, and have been recognised by the investment community: in May 2016, PhosAgro became the first Russian company in two years to have its GDRs added to the MSCI Russia index. Since our debut issue, despite the challenging market situation, we have maintained an investment-grade credit rating from Standard & Poor’s. Moreover, PhosAgro’s credit spread has declined by more than 100 bps since then, while the sovereign spread has remained virtually unchanged.

“Upon completion of this deal, we will use the proceeds to refinance our existing debt portfolio on better terms while maintaining net debt/EBITDA at a comfortable level, and for general corporate purposes.

“I would like to thank the investors from around the world who participated in this placement, who appreciate the qualitative improvements we have worked hard to deliver, and who believe in our Company’s prospects.”

Oversubscription reached 4x (demand exceeded USD 2 billion), with participation from a broad range of institutional investors, banks, asset management companies and funds from Russia, Europe, the United States and Asia.

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

Citi, Sberbank CIB and VTB Capital acted as Joint Global Coordinators and Bookrunners, and BofAML, SG CIB, UBS Investment Bank and UniCredit acted as Joint Bookrunners on this transaction.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America (except to QIBs that are also QPs, as defined below), Canada, Australia or Japan or any other jurisdiction where it would be unlawful. The materials do not constitute an offer of securities for sale in the United States of America, nor may the securities be offered or sold in the United States of America absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America and the securities will only be offered for sale in the United States of America to "qualified institutional buyers" (“QIBs”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, that are also qualified purchasers (“QPs”), as defined in Section 2(a)(51) of the US Investment Company Act of 1940 , in reliance on the exemption from registration under Rule 144A and will only be offered for sale outside the United States of America to persons other than U.S. persons under Regulation S under the U.S. Securities Act 1933, as amended.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The offering and the distribution of this communication and other information referred to herein may be restricted by law and persons into whose possession this communication or such other information comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press-release 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 press-release 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 press-release must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press-release 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 press-release 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 press-release is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.

This press-release 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 in this press-release is not intended for any persons in the Russian Federation who are not "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 mentioned herein 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.

Notes to Editors

PhosAgro is one of the leading global vertically integrated phosphate-based fertilizer producers. The Company focuses on the production of phosphate-based fertilizers, feed phosphate and high-grade phosphate rock (P2O5 content of not less than 39%).

The Company is the largest phosphate-based fertilizer 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 one of the leading producers of feed phosphates (MCP) in Europe, and the only producer in Russia. It is Russia’s only producer of nepheline concentrate.

PhosAgro’s main products include phosphate rock, 33 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.