NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.
THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this announcement to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
18 August 2022
PJSC "PHOSAGRO" ("PHOSAGRO")
Important notice to noteholders
U.S.$500,000,000 3.949 per cent. Loan Participation Notes due 2023 (the "2023 Notes"),
U.S.$500,000,000 3.05 per cent. Loan Participation Notes due 2025 (the "2025 Notes"), and
U.S.$500,000,000 2.60 per cent. Loan Participation Notes due 2028 (the "2028 Notes")
each issued by PhosAgro Bond Funding DAC (the "Issuer") and unconditionally
and irrevocably guaranteed by Joint Stock Company "Apatit" (the "Guarantor")
(collectively, the "Notes")
Reference is made to PhosAgro’s announcement in respect of the Notes dated 1 August 2022 whereby PhosAgro initiated the solicitation of consents of the holders of the Notes set out therein (the "Launch Announcement"). Terms used but not defined therein shall have the meanings given to them in the Launch Announcement.
PhosAgro hereby announces that, as of the Consent Deadline, the Requisite Consents have not been achieved. Accordingly, the Consent has not passed and the Proposals have not become effective with respect to any series of Notes. At this point in time, PhosAgro has elected not to extend the Consent Deadline and the Consent is therefore terminated.
PhosAgro is currently considering the best course of action with respect to the Notes, which includes a number of alternatives, including the potential convening of a meeting of Noteholders, and plans to make a separate announcement in this regard in due course.
This announcement contains important information which should be read carefully. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by PhosAgro, the Guarantor, the Issuer, the Trustee, the Principal Paying Agent and the Registrar to inform themselves about, and to observe, any such restrictions.
This announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Noteholder is in any doubt as to the consequences of this announcement, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.