Registration Document
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Yara International ASA – 19.01.2015 Registration Document Registration Document Yara International ASA 19.01 2015 Prepared according to Commission Regulation (EC) No 809/2004 - Annex IV Yara International ASA – 19.01.2015 Registration Document Important notice The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. The Joint Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers’ corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. The Registration Document together with a Securities Note constitutes the Prospectus. The content of the Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice. Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Prospectus, Norwegian law will apply. Page 2 of 39 Yara International ASA – 19.01.2015 Registration Document Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 7 3. Definitions ..................................................................................................................... 8 4. Selected Financial Information ........................................................................................ 10 5. Statutory auditors ........................................................................................................ 12 6. Information about the Issuer .......................................................................................... 13 7. Business overview ........................................................................................................ 16 8. Administrative, management and supervisory bodies ......................................................... 28 9. Major shareholders ....................................................................................................... 34 10. Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 35 11. Documents on display ................................................................................................. 37 12. Third part information ................................................................................................. 38 13. Cross reference list ..................................................................................................... 39 Page 3 of 39 Yara International ASA – 19.01.2015 Registration Document 1. Risk factors Investing in bonds issued by Yara International ASA involves inherent risks. As the Company is the parent company of the Group, (and primarily a holding company,) the risk factors for Yara are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus, including those set out in both the Registration Document and the Securities Note(s), before making an investment decision. The risks and uncertainties described in the Prospectus are risks of which Yara is aware and that Yara considers to be material to its business. If any of these risks were to occur, Yara’s business, financial position, operating results or cash flows could be materially adversely affected, and Yara could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 19.01.2015 and any accompanying Securities Note(s), and reach their own views prior to making any investment decision. An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. Yara is exposed to a number of strategic, operational, financial, hazard and compliance risks that could have an adverse material effect on the Company’s business, reputation, operating results or financial condition. Several inherent business risks also represent business opportunities, underlining the need for systematic risk management of the operational and financial performance. Strategic risks Yara’s business is closely interlinked with the major global challenges of resource scarcity, food insecurity and global warming. Execution of the Company’s strategy for sustainable, profitable growth depends on its ability to manage strategically important risk and opportunities relevant to Yara’s industry and arising from its business environment. Fertilizer prices A large part of the Company’s business consists of sales of fertilizer products used in agriculture. While a growing world population, economic growth and changing dietary patterns are driving overall demand for food and fertilizer, swings in agricultural prices along with changes in global and regional fertilizer production capacity could significantly impact our profitability. Raw materials Yara relies on third parties for a range of raw materials for fertilizer production, not least phosphate and potash. The Company is vulnerable to terminations, material change or failure of delivery in these arrangements. Potash operations are not vertically integrated, which represents a risk for the NPK business at times when potash prices are high. Gas prices Due to natural gas being a key raw material in the production of nitrogen-based chemicals and fertilizer products, the pricing and availability of natural gas across regions is a strategic factor to Yara. Climate change Climate change is affecting growers in most parts of the world, threatening farm productivity and profitability, and potentially leading to fluctuations in demand that could impact adversely on Yara. Investments and integration Yara has an ambition to grow profitably, both organically and through step growth initiatives. The profitability of future growth initiatives relies on long-term price assumptions and future operational performance. Integration of new companies poses a risk of not being able to capture operational and financial synergies. Page 4 of 39 Yara International ASA – 19.01.2015 Registration Document Operational risks Yara faces potential risk of loss from inadequate or failed internal processes, people and systems, or from external events. Also, production unreliability and irregularities may result in lost volumes and contribution. Increased plant reliability, however, is a key driver of organic growth in Yara’s production system. Supply chain The Company faces internal and external risks, both upstream and downstream in the supply chain. Bottlenecks and inefficiencies in the planning, procurement, transport, handling or delivery of products may affect the Company’s ability to honor its commitments and could negatively impact its performance. Price risk on inventory Yara operates in an industry with price cyclicality