PJSC Uralkali (the “Company”; MICEX: URKA) announces the following decisions made by its Board of Directors at a meeting on 21 January 2016.
The Board of Directors has resolved to convene an Extraordinary General Meeting of Shareholders (“EGM”) on 15 March 2016 and has resolved to propose EGM to consider the cancellation of the reorganisation of Uralkali by way of merger into it of its subsidiary, JSC Uralkali-Technology (Uralkali-Technology), which was approved by the EGM on 31 July 2014.
The Company previously announced that it would not be able to complete the reorganisation by the end of 2014 due to unstable economic environment in Russia. During 2015, following completion of two tender offers in June and October 2015, the number of shares and Global Depository Receipts (“GDRs”) representing shares in Uralkali held by Uralkali-Technology and planned for cancellation significantly increased as compared to 2014.
Considering that (i) Uralkali-Technology is currently in the process of issuance of additional shares for RUB 220 billion; (ii) a portion of Uralkali shares held by Uralkali-Technology and planned for cancellation has been transferred by REPO to JSC VTB Capital; and (iii) a portion of Uralkali shares and GDRs held by Uralkali-Technology may be pledged to PJSC Sberbank as a security of the Company’s obligations under credit line agreements with PJSC Sberbank, it may not be possible to complete the reorganisation in the near future.
Therefore, at this stage the Board of Directors believes that it would be reasonable to propose to shareholders of the Company to cancel the previously approved decision on the reorganisation and related decision on decrease of the Company’s share capital by way of cancellation of the Company’s shares held by Uralkali-Technology.
The EGM will also be asked to review a major transaction with PJSC Sberbank — a credit line in the amount of up to USD 3.9 billion for the purpose of refinancing of earlier credits received from the bank as well as other general corporate purposes, which, together with related agreements, may be secured by way of pledge to PJSC Sberbank of Uralkali shares and GDRs constituting up to 20.1% of the Company’s issued ordinary shares.
Shareholders registered as of 10 February 2016 will be eligible to participate in the EGM. In accordance with the Law “On Joint Stock Companies”, the Board has determined the price, conditions and order of purchase of PJSC Uralkali shares from shareholders who have the right to claim purchase of all or part of their shares if they voted against the reorganisation (or cancellation of the previously approved reorganisation) and/or a major transaction or did not participate in voting on these matters. The purchase price determined by the Board is RUB 158.63 per one common share of the Company.
The overall amount of funds which may be spent by PJSC Uralkali for the purpose of share purchase cannot exceed 10% of the value of PJSC Uralkali’s net assets as of the date of the decision which triggered shareholders’ right to claim purchase of their shares by the Company. If the total number of shares submitted by shareholders for purchase exceeds the total number of shares which can be purchased by the Company in compliance with the limitation described above, shares must be purchased from shareholders on a pro rata basis.
According to the financial statements of PJSC Uralkali as of 30 November 2015, the value of the Company’s net assets is RUB 122.98 billion.
Information regarding the EGM agenda will be available for review on Uralkali’s corporate website in line with the established rules.
The Board of Directors has also approved a new version of the Regulations on the Information Policy of PJSC Uralkali.
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 are traded on the Moscow Exchange.