PJSC Uralkali announced today that the Companyís Board of Directors at its meeting on 23 April 2015 approved a programme to purchase PJSC Uralkaliís common shares and Global Depositary Receipts

24.04.2015
PJSC Uralkali announced today that the Companyís Board of Directors at its meeting on 23 April 2015 approved a programme to purchase PJSC Uralkaliís common shares and Global Depositary Receipts

PJSC Uralkali announced today that the Company’s Board of Directors at its meeting on 23 April 2015 approved a programme to purchase PJSC Uralkaliís common shares and Global Depositary Receipts in the amount of up to 468,750,000 at a price of US$3.2 per common share and US$16 per GDR, with the total purchase amount not exceeding US$1.5 billion

PJSC Uralkali (LSE: URKA; the Company), one of the worldís largest potash producers, has approved a programme to purchase the Companyís common shares, including Global Depositary Receipts (“GDRs”) representing common shares, in the amount of up to 468,750,000 common shares, representing 15.97% of the Companyís issued and outstanding shares. The purchase price for the securities tendered is US$3.2 per common share and US$16 per GDR, with the total purchase amount not exceeding US$1.5 billion. The programme, funded with existing cash-flow, is intended to provide an opportunity to distribute cash to securityholders at a time when a dividend distribution would not comply with the Companyís dividend policy. The Company currently plans to eventually cancel the acquired shares. Until such transfer and eventual cancellation, the securities may be used as security for financings by the Uralkali group, including derivative transactions such as repurchase transactions, as well as for other general corporate purposes.

The Board also resolved to amend Company consolidated annual budget for 2015, convene the Companyís Annual General Meeting of Shareholders (ďAGMĒ) in Berezniki on 15 June 2015 and to approve AGMís agenda (shareholders registered as at the record date of 13 May 2015 will be eligible to participate and vote at the meeting), and to propose to the AGM Deloitte & Touche CIS as auditor of the Companyís consolidated financial statements prepared in accordance with IFRS and Energy Consulting as auditor of the Companyís financial statements prepared in accordance with Russian Accounting Standards. The Board recommended to the AGM not to pay dividends for 2014.

Other decisions passed by the Board of Directors included adoption of a new, discretionary dividend policy providing for the amount of the dividend to be determined by the Board of Directors and approval for the Companyís 2014 Integrated Annual Report and Accounts to be published in English and preliminary approval for the Companyís 2014 Integrated Annual Report and Accounts to be published in Russian.

Commenting on the announcement the CEO of the Company, Dmitry Osipov, said:

In 2014, PJSC Uralkali had a cash balance of US$2.5 billion as of 31 December 2014, and its cash position continues to be strong. While under our current dividend policy, we are not able to pay dividends for 2014, taking into account PJSC Uralkaliís current cash reserves, its expected future cash requirements, available cash flows and other funding resources, we are able to return up to US$1.5 billion of cash to securityholders through a tender offer to shareholders and GDR holders of PJSC Uralkali. Effecting a tender offer in the manner proposed, rather than a dividend, allows PJSC Uralkali not to reduce its current levels of retained earnings until the shares purchased in the tender offer are ultimately cancelled.

The 2014 Integrated Report will be available on the corporate website starting from 24 April 2015 http://www.uralkali.com/investors/reporting_and_disclosure/annual/.

Uralkali (www.uralkali.com) is one of the worldís largest potash producers and exporters. The Companyís assets consist of 5 mines and 7 ore-treatment mills situated in the towns of Berezniki and Solikamsk (Perm Region, Russia). Uralkali employs ca.11,300 people (in the main production unit). Uralkaliís shares and GDRs are traded on the Moscow Exchange and London Stock Exchange, respectively.

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Cardinal rules

Smoking in mines is prohibited.
Work at heights without wearing a safety harness is prohibited.
Work in electrical installations under voltage is prohibited.
It is forbidden to perform work and stay in the bottomhole zone during the operation of the mining machine.
Loading and unloading operations when people are in the danger zone are prohibited.
Working in underground mines with unsecured and/or unassembled roofing is prohibited.
It is forbidden to carry out repairs and maintenance of conveyors without disconnecting from energy sources, use of conveyors for transfer of people and goods (materials and/or equipment), crossing (either above or under) operating conveyors by employees are not allowed.
It is forbidden to carry out welding and flame work in underground mines and mine buildings without the necessary safety measures preventing fire.