PJSC Uralkali (LSE: URKA; the Company), one of the world’s largest potash producers, notes the announcement by Enterpro Services Limited (“Enterpro”) today regarding the results of the previously-announced tender offer for up to 704,643,813 of the issued and outstanding shares of common stock, nominal value RUB 0.5 per share (“Common Shares”), including Global Depositary Receipts (“GDRs”) representing Common Shares, of PJSC Uralkali (“Uralkali”) at a purchase price of US$3.2 (its equivalent in Russian rubles) per Common Share or US$16 per GDR (the “Tender Offer”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Tender Offer Memorandum (as defined below).
As announced by Enterpro, as of the Expiration Time of the Tender Offer a total of 645,561,932 Common Shares, including 156,819,505 Common Shares represented by 31,363,901 GDRs, had been tendered for sale pursuant to the Tender Offer. The shares tendered included 367,001,986 Common Shares, representing 12.5% of the issued Common Shares, tendered by Chengdong Investment Corporation, as well as tenders from over 2,000 individual holders of Common Shares. The number of Common Shares, including Common Shares represented by GDRs, tendered in the Tender Offer represents 21.99% of Uralkali’s outstanding Common Shares as of 28 September 2015. The number of Common Shares and GDRs that were tendered into the Tender Offer did not exceed 704,643,813 Common Shares, which was the maximum number of Common Shares and GDRs subject to purchase in the Tender Offer by Enterpro pursuant to the Tender Offer Memorandum dated 25 August 2015 (the “Tender Offer Memorandum”) and the announcement issued on September 25, 2015. Therefore, Common Shares and GDRs tendered in the Tender Offer will not be subject to pro-ration.
Under the terms and conditions of the Tender Offer Memorandum published by Enterpro, securityholders who have submitted tenders for their Common Shares (including Russian licensed securities trustees, or foreign authorized holders, if applicable), their duly authorized nominee holders (whether Russian or foreign) or other representatives must, during the period commencing on 28 September 2015 and ending on 2 October 2015, inclusive, appear at the office of Computershare to which such securityholder or its representative, as indicated above, originally submitted the Common Shares Letter of Transmittal to sign documents required to transfer to Enterpro all Common Shares indicated in the Common Shares Letter of Transmittal submitted by such securityholder (including the relevant share purchase agreement) and to submit to Computershare all other documents described in the Tender Offer Memorandum and the Common Shares Letter of Transmittal, including instructions thereto.
Pursuant to the terms of the Tender Offer Memorandum and the relevant share purchase agreements, payments for Common Shares will be made in Russian rubles at the Central Bank of Russia US$/RUB exchange rate in effect on 28 September 2015, the date of announcement of the results of the Tender Offer, of RUB 65.6727 per US$1.00. Payment for the GDRs tendered in the Tendered Offer will be made in accordance with the procedures set forth in the Tender Offer Memorandum.
Uralkali (www.uralkali.com) is one of the world’s largest potash producers and exporters. The Company’s assets consist of 5 mines and 7 ore-treatment mills situated in the towns of Berezniki and Solikamsk (Perm Region, Russia). Uralkali employs ca. 11,000 people (in the main production unit). Uralkali’s shares and GDRs are traded on the Moscow Exchange and London Stock Exchange, respectively.