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Phosagro’’ in Such Jurisdiction STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the ‘‘document’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The document has been prepared solely in connection with the offering to certain institutional and professional investors of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. ANY OFFER OR SALE OF THE SECURITIES DESCRIBED HEREIN IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO) (THE ‘‘PROSPECTUS DIRECTIVE’’) MUST BE EITHER ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE) OR BE FOR A MINIMUM PURCHASE PRICE OR MINIMUM CONSIDERATION OF AT LEAST A100,000. Confirmation of your representation: The information contained in the document is directed solely at persons who are, and by accepting the e-mail and accessing this document you shall be deemed to have represented to us that, (1) (a) you are a person acquiring securities in offshore transactions as defined in, and in reliance on, Regulation S under the Securities Act, or (b) you are a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a ‘‘QIB’’); (2), if you are in a member state of the European Economic Area (the ‘‘EEA’’), either you are a ‘‘qualified investor’’ (‘‘Qualified Investor’’) within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in each relevant member state of the EEA) or you acknowledge that the offer or sale of the securities described herein to you must be for a minimum purchase price or minimum consideration of at least A100,000; (3), if you are in the United Kingdom, you are a Qualified Investor who (a) has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Order’’) or (b) is a high net worth entity falling within Article 49(2)(a) to (d) of the Order (all such persons in this sub-clause (3) collectively being referred to as ‘‘Relevant Persons’’); or (4) you are an institutional investor that is otherwise eligible to receive the document. You shall also be deemed to have represented to us that you consent to delivery by electronic transmission. The document must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. You are reminded that this document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of OJSC ‘‘PhosAgro’’ in such jurisdiction. The information provided in this Prospectus is not an offer or advertisement of the Shares or GDRs in the Russian Federation and is not an offer, or an invitation to make offers, sell, purchase, exchange or otherwise transfer any GDRs in the Russian Federation or to or for the benefit of any Russian person or entity. The GDRs are not being offered, sold or delivered in the Russian Federation or to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation except as may be permitted by Russian law. Neither the GDRs nor any prospectus or other document relating to them have been or will be registered with the Federal Service for the Financial Markets of the Russian Federation and the GDRs are not intended for ‘‘placement’’ or ‘‘circulation’’ in the Russian Federation, unless otherwise permitted under Russian law. This document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Managers, as named in this document, nor any person who controls a Manager nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the registered office of OJSC ‘‘PhosAgro’’. You are responsible for protecting against viruses and other destructive items. 22JUN201119092436 OJSC ‘‘PHOSAGRO’’ (an open joint stock company organised under the laws of the Russian Federation) OFFERING OF 1,282,000 ORDINARY SHARES IN THE FORM OF SHARES AND GLOBAL DEPOSITARY RECEIPTS Offer Price of $420.00 per Share and $14.00 per Global Depositary Receipt This Prospectus (the ‘‘Prospectus’’) relates to an offering (the ‘‘Offering’’) by (i) Adorabella Limited and (ii) Miles Ahead Management Limited, each of which is a company organised and existing under the laws of Cyprus (together, the ‘‘Selling Shareholders’’), of 1,282,000 existing ordinary shares in the share capital of OJSC ‘‘PhosAgro‘‘, an open joint stock company organised under the laws of the Russian Federation (the ‘‘Company’’), each with a nominal value of 25 roubles (‘‘Shares’’), in each case in the form of Shares and global depositary receipts (‘‘GDRs’’) representing Shares, with 30 GDRs representing an interest in one Share. This Prospectus also relates to the planned conversion of the A2 Convertible Preferred Shares (as defined below) into ordinary shares and subsequent share split of the ordinary shares. Following such conversion and share split, the ordinary shares may be used as deposits for GDRs and the Company will supplement the Prospectus as necessary pursuant to Article 16 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’). See ‘‘Description of Share Capital and Certain Requirements of Russian Legislation—Description of Share Capital—A2 Conversion’’ and ‘‘Description of Share Capital and Certain Requirements of Russian Legislation—Description of Share Capital—Share Split’’. This document constitutes a prospectus relating to the Company prepared in accordance with the prospectus rules (the ‘‘Prospectus Rules’’) of the UK Financial Services Authority (the ‘‘FSA’’) made under Section 73A of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’). Application has been made solely for the admission of the GDRs to the official list maintained by the FSA (the ‘‘Official List’’) and to the regulated main market of the London Stock Exchange plc (the ‘‘London Stock Exchange’’). This Prospectus has been prepared in connection with the application for the admission of the GDRs to the regulated main market of the London Stock Exchange. This document will be made available to the public in accordance with the Prospectus Rules. Adorabella Limited has granted to Citigroup Global Markets Limited (‘‘Citi’’), Renaissance Securities (Cyprus) Limited, CJSC ‘‘Investment Company ‘Troika Dialog’ ’’, TD Investments Limited, Credit Suisse Securities (Europe) Limited and BMO Capital Markets Limited (together, the ‘‘Joint Bookrunners’’) an option (the ‘‘Over-Allotment Option’’) exercisable on one or more occasions within 30 days after the announcement of the offer price (the ‘‘Offer Price’’), to purchase up to an additional 15 per cent. of the total number of GDRs sold in the Offering at the Offer Price, solely to cover over-allotments, if any, in the Offering. See ‘‘Subscription and Sale’’. In this Prospectus, the Joint Bookrunners and ZAO Raiffeisenbank are together referred to as the ‘‘Managers’’. In the application for obtaining the Russian Federal Service for Financial Markets (‘‘FSFM’’) permission for the placement and circulation of Shares in the form of GDRs outside Russia, the Selling Shareholders together with certain other shareholders of the Company have committed to offer up to 5,323,854 Shares in the Offering.
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