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28 Nov 2012 13:10
For Immediate Release 28 November 2012
PhosAgro Announces that Owners of More Than 10% of Apatit Shares Have Accepted Mandatory Tender Offer
Moscow - PhosAgro (or "the Company") , a leading global vertically integrated phosphate-based fertilizer producer, announces that owners of more than 10% of Apatit shares have accepted PhosAgro's mandatory tender offer for the acquisition of Apatit ordinary and preferred shares.
The mandatory tender offer was sent by PhosAgro and received by Apatit on 8 November 2012. The offered 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 (or until 17 January 2013) 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.
On 15 November 2012 the Apatit Board of Directors reviewed the tender offer and established that the mandatory offer, its documentation and the offer price are in compliance with the Russian Federal Law on Joint Stock Companies.
PhosAgro signed a share purchase agreement after winning the 4 September 2012 tender for the disposal of the Russian Federation's 20% stake in Apatit, as a result of which the Company's stake in Apatit's share capital increased from 57.57% to 77.57%. Presently PhosAgro and affiliated parties own approximately 85% of Apatit shares.
PhosAgro and affiliated parties' ownership of Apatit shares will increase to over 95% upon completion of payments to the Apatit shareholders that have already accepted the tender offer.
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 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 (with P2O5 content of not less than 39 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 second 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 according to the G.P. Luzin Institute of Economic Problems of the Kolskiy Scientific Centre of the Russian Academy of Sciences, 2010).
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. PhosAgro's 2011 IFRS revenue was over 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
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