NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
These materials are not for distribution, directly or indirectly, in or into the United States of America, including its territories and possessions, any State of the United States and the District of Columbia (the "United States"). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").The securities mentioned herein may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the United Kingdom Financial Services and Markets Act 2000. A final information memorandum will be prepared and made available to the public. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the final information memorandum. The final information memorandum, when published, will be available on the website of the Company and from the offices of the Company.
ROS AGRO PLC LAUNCHES A PRIMARY CAPITAL INCREASE OF APPROXIMATELY US$250 MILLION TO SUPPORT FURTHER GROWTH
21 April 2016 - ROS AGRO PLC (LSE / MOEX: AGRO) (the "Company", and, together with its subsidiaries, the "Group" or "Rusagro"), a leading Russian vertically integrated diversified food producer, today announces the launch of a capital increase via a fully marketed offering (the "Offering") of global depositary receipts ("GDRs"), representing newly issued ordinary shares in the Company, raising approximately US$250 million to support further growth.
Details of the Offering:
§ The Offering is consistent with Rusagro's strategy with its main strategic objective of creating shareholder value and expected to provide the Company with greater financial flexibility in order to further support its growth. Rusagro intends to use the net proceeds from the Offering primarily for funding of:
(i) a portion of its investment projects, including new food clusters in the Far East of Russia (including a pig breeding complex in the Primorsky krai) and in Central Russia (including greenhouse facilities in the Tambov region). Rusagro currently estimates its capital expenditure for the construction of a pig breeding complex in the Primorsky krai to be approximately RUB 60 billion, RUB 20-25 billion of which is expected to be spent during the first two to three years, and for the construction of greenhouse facilities in the Tambov region to be approximately RUB 20-25 billion;
(ii) continuous modernization of Rusagro's existing production facilities in each of its divisions, including three sugar plants being acquired from the Razgulay group;
(iii) potential future acquisitions, including acquisitions of new land and production facilities; and
otherwise for general corporate purposes.
§ The Offering will be launched immediately following this announcement.
§ Mr. Vadim Moshkovich, the controlling beneficial shareholder of the Company, intends, directly or through his affiliates, to participate in the Offering and purchase GDRs in an amount up to approximately US$ 100 million. In addition, Mr. Maxim Basov, the Chief Executive Officer, intends, directly or through his affiliates, to participate in the Offering and purchase GDRs.
§ The Offering will comprise of an offer of GDRs (i) to investors outside the United States pursuant to Regulation S under the Securities Act, and (ii) within the United States to qualified institutional buyers, as defined in, and in reliance on, Rule 144A under the Securities Act.
§ The Company, Shiny Property Limited, Mr. Vadim Moshkovich, the controlling beneficial shareholder of the Company, and Mr. Maxim Basov, Chief Executive Officer and a minority shareholder of the Company, have each agreed in respect of themselves, their affiliates and each person acting on their behalf, to provide customary lock-up arrangements in relation to their respective shareholdings in the Company for a period of 180 days following the Offering.
§ J.P. Morgan, UBS and VTB Capital are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering. The timing of the closing of the Offering, pricing and allocations are at the discretion of the Company and the Joint Global Coordinators.
About Rusagro:
Rusagro is a leading vertically integrated diversified food producer with exposure to highly attractive market segments in Russia and the CIS. Rusagro is:
· the 3rd largest sugar producer in Russia with a share of 14% of all sugar produced in Russia during 2015 and with a share of 44% of all cube sugar produced in Russia during 2015
· the 2nd largest pork producer in Russia with a share of 6% of all pork produced in Russia during 2015
· the leading consumer margarine producer in Russia with 45% market share in 2015 and the 5th largest mayonnaise producer with a market share of 11% in 2015
· one of the largest land holders in Russia with a total land bank of approximately 594 thousand hectares currently under its control (including 90 thousand hectares of land currently being acquired from the Razgulay group)
In the year ended 31 December 2015, Rusagro's consolidated sales were RUB 72,439 million (representing 23% growth over 2014) and Adjusted EBITDA was RUB 24,423 million (representing 35% growth over 2014).
The Company's GDRs are admitted to trading on the London Stock Exchange and on the Moscow Exchange and traded under the ticker: "AGRO".
***For further information, please contact:
ROS AGRO PLC
Sergey Tribunsky
Investment Director, Director for M&A, Capital Markets and Investor Relations
Tel.: +7 495 363 1661
e-mail: ir@rusagrogroup.ru
DISCLAIMERS
Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", or, in each case, the negative of such terms or other similar expressions. Such statements are only predictions and actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Group and its operations.
Neither these materials nor any copy of it may be taken or transmitted into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
These materials are not for publication, distribution or release, directly or indirectly, in or into the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), and do not constitute or form a part of any offer or solicitation to purchase or subscribe for any securities in the United States. The securities mentioned herein have not been, and will not be, registered under the Securities Act. The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption, or a transaction not subject, to the registration requirements of the Securities Act of 1933. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement is only addressed to and only directed at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
This announcement is not a prospectus for the purposes of the Prospectus Directive and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in an offering memorandum to be published in relation to the Offering.
This announcement does not constitute a public offer or advertisement for GDRs in Russia, and is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer GDRs to any persons in Russia, except to the extent permitted under Russian law. Neither GDRs nor any prospectus or any other document relating to them have been or will be registered with the Central Bank of Russia. Therefore, "placement" of GDRs in Russia is prohibited. GDRs are not being offered, sold or delivered in Russia or to any Russian resident except as may be permitted by Russian law.