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PhosAgro Announces that Owners of More Than 10% of Apatit Shares Have Accepted Mandatory Tender Offer

28 November 2012
Moscow – PhosAgro (or "the Company") (Moscow Exchange, LSE: PHOR), 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.