Uralkali (the Company; MICEX: URKA), one of the world’s largest potash producers, announces the following decisions taken by its Board of Directors at a meeting on 19 July 2016:
The Board approved amendments to the securities issue resolution in terms of the Company’s Exchange Traded Bonds Programme and suggested that EGM approves the placement of the Company’s Exchange Traded Bonds in favour of JSC Uralkali-Technology with a total nominal value of US$ 800 million and with a value of US$ 1000 per one bond. The placement may be effected through one or several issuances with maturity date of the last issuance falling no later than on 23 March 2023. The coupon(s) is(are) determined in accordance with the Exchange Traded Bonds Programme. The purpose of this placement is to replace the Company’s shares with the Exchange Traded Bonds in the US$ 800 million REPO deal signed on 23 September 2015 between JSC Uralkali-Technology and JSC VTB Capital with termination of pledge over the Company’s GDRs securing the REPO deal;
The Board has resolved to convene an Extraordinary General Meeting of Shareholders (“EGM”) in the form of absentee voting on 29 August 2016 and submit for shareholders’ consideration a number of matters including the approval of interested-party major transaction (a number of interrelated transactions). Shareholders of record on 4 August 2016 will be eligible to participate in the EGM. Information regarding the EGM agenda will be available for review on Uralkali’s corporate website in line with the established rules;
In accordance with the Joint Stock Companies Law, the Board has determined the price, conditions and order of PJSC Uralkali shares buyback from shareholders who have the right to claim buyback of all or part of their shares, if they voted against the major interested party transactions or did not participate in voting on this matter. The buyback price determined by the Board is RUB 159.20 per one share of the Company.
The total amount of funds which may be spent by PJSC Uralkali for the purpose of share buyback 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 buyback of their shares by the Company. If the total number of shares, submitted by shareholders for the buyback, exceeds the total number of shares which can be bought back by the company in compliance with the limitation described above, shares must be bought back from shareholders on a pro rata basis.
According to the financial statements of PJSC Uralkali as of 30 June 2016, the value of the Company’s net assets is RUB 148 billion;
The Board of Directors also decided to convene an Extraordinary General Meeting of Shareholders (“EGM”) on 27 September 2016 and proposed EGM to consider an early termination of powers of the members of Uralkali’s Board of Directors and Uralkali’s revision commission and election of new members of the Board and revision commission. Shareholders of record on 4 August 2016 will be eligible to participate in the EGM. Information regarding the EGM agenda will be available for review on Uralkali’s corporate website in line with the established rules.
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.