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PhosAgro Board Recommends Participating in Apatit Privatisation

3 May 2012
Moscow – PhosAgro ("PhosAgro" or "the Company") (MICEX-RTS, LSE: PHOR), a leading global vertically integrated phosphate-based fertilizer producer, announces that its Board of Directors has approved the Company’s participation in the upcoming privatisation of the Russian Federation Government’s stake in PhosAgro’s subsidiary Apatit.  

The Board has granted PhosAgro CEO Maxim Volkov the authority to determine the price and other parameters of the acquisition of the Apatit shares owned by the Russian Government, and to undertake on behalf of PhosAgro any other actions that are required for the acquisition of the shares.

PhosAgro currently owns more than 57.57% of the voting shares of Apatit.  In April of this year the Russian Federation Antimonopoly Service approved PhosAgro’s request for permission to acquire up to an additional 42.43% of voting shares in OJSC Apatit, which together with the stake already owned by PhosAgro represents 100% of Apatit’s outstanding shares.

In addition to participation in the privatisation, PhosAgro intends to acquire shares from Apatit’s other minority shareholders.

The Board also approved several related party transactions in which it determined the price of the property to be acquired based on the property’s market value.

The PhosAgro Board of Directors approved a purchase agreement for Ammophos shares that were presented for redemption by shareholders in connection with the merger of Ammophos and Cherepovetsky Azot.  The shares are to be sold by Ammophos for a total of RUB 143,140,790.  In accordance with the agreement, PhosAgro will purchase 29,759 ordinary shares of Ammophos, which represents 0.33% of the company’s share capital.  As a result of the transaction, PhosAgro’s stake in Ammophos will be 94.13%.

The PhosAgro Board of Directors also approved purchase agreements for shares of Cherepovetsky Azot that were presented for redemption by shareholders in connection with the merger of Ammophos and Cherepovetsky Azot.  The first agreement entails the purchase of 44,141 ordinary shares of Cherepovetsky Azot for RUB 79,674,505.  In accordance with the second agreement, PhosAgro will purchase 78,015 preferred shares of Cherepovetsky Azot for RUB 134,965,950.  The shares to be purchased under these two agreements represent 1.34% of Cherepovetsky Azot’s share capital.  The seller in both agreements is Cherepovetsky Azot.  Upon completion of these transactions, the total stake of PhosAgro and its related parties in Cherepovetsky Azot will increase to 70.63%.