PJSC Uralkali (the “Company”, MICEX: URKA), one of the world’s largest potash producers, announces that on May 18, 2016 the Company’s Board of Directors, having considered the recommendation of the Audit Committee of Board of Directors and taking into account the interests of the Company’s shareholders and investors in view of the absence of dividends for the year 2015 and in light of the low liquidity of the Company’s securities, approved an open market buyback programme in respect of the ordinary shares (“Shares”) in the Company (the “Programme”). The Programme may also include the purchase of global depository receipts representing Shares (“GDRs”) in privately negotiated transactions.
Shares and GDRs to be acquired under the Programme will not exceed in the aggregate 4% of the Company’s share capital. The Programme will last from May 19 until September 19, 2016, unless extended or terminated by the Company earlier.
Purchases of Shares and GDRs pursuant to the Programme will be conducted by Renaissance Capital and\or its affiliates to be engaged by subsidiaries of Uralkali (the “Purchasers”).
Purchases of Shares may be conducted on the Moscow Exchange and over-the-counter, including in privately negotiated transactions and option agreements. Purchases of GDRs may be conducted in privately negotiated transactions and option agreements.
The Purchasers do not intend to acquire, alone or together with their affiliates, more than 30% of the Shares as a result of the Programme and, therefore, will not be required to make a mandatory tender offer for the Shares under Russian law.
Given that the free float of the Shares has declined to 8.96% of the issued Shares as result of previously competed buyback programmes in respect of the Company’s securities, the Moscow Exchange may downgrade the listing of the Shares from Level 1 to Level 3. Under the current Listing Rules of the Moscow Exchange a decrease of the free float of the Shares to 7.5% of the issued Shares or lower which lasts for 6 months in a row constitutes a ground for exclusion by the Moscow Exchange of the Shares from the Level 1 listing. The Moscow Exchange in this case may change the listing level of the Shares to the Level 3.
It is the Company’s intention ultimately to effect the cancellation of the securities acquired in the Programme.
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 Territory, Russia). Uralkali employs ca.11,000 people (in the main production unit). Uralkali’s shares are traded on the Moscow Exchange.