REG-PJSC PhosAgro: PhosAgro Places USD500m 5.25-y Eurobond at 3.949% <Origin Href="QuoteRef">PHOR.MM</Origin>

PhosAgro PAOAnnouncement

24/01/2018 15:35

For Immediate Release   24 January 2018 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE
UNITED STATES OF AMERICA (EXCEPT TO QIBS THAT ARE ALSO QPS AS DEFINED BELOW),
AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BE UNLAWFUL.

PhosAgro Places USD500m 5.25-y Eurobond at 3.949%

Moscow – PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE:
PHOR), one of the world’s leading vertically integrated phosphate-based
fertilizer producers, announces the closing and settlement of its USD 500
million 5.25-year (5 years, 3 months) Eurobond issue with a coupon of 3.949%.

The coupon rate on the new issue is 55 bps lower than the upper end of the
initial guidance. At peak demand, the order book was more than 5x
oversubscribed, with orders in excess of USD 2.5 billion.

The funds from this placement will be used to refinance PhosAgro’s debut
5-year Eurobond issued in February 2013, with a coupon of 4.204%. This new
issue will enable the Company to reduce the average interest rate on its debt
portfolio, and significantly improves the Company’s debt structure.

PhosAgro CEO Andrey Guryev said: "I am very happy to announce the successful
completion of this transaction, which saw very strong demand from
international investors. This is the first Russian corporate Eurobond
placement of 2018; I believe that the success of this placement sends a
positive signal to the market and I hope that it will act as a benchmark for
other corporate borrowers.

“More than 90% of demand for PhosAgro’s new Eurobond came from American
and European investors, and we were happy to see large international funds and
banks participate in this issue.”

PhosAgro’s planned Eurobond issue was assigned credit ratings of BBB- from
Standard & Poor's, Ba1 from Moody's and a preliminary rating of BB+(EXP) from
Fitch Ratings, which corresponds to the Company’s corporate credit ratings.

BofA Merrill Lynch, Citi, JP Morgan, Sberbank CIB, and VTB Capital acted as
joint global coordinators and bookrunners for this transaction, while
Raiffeisen Bank International, Renaissance Capital, Société Générale, UBS,
and UniCredit were joint bookrunners.

Notes to Editors

PhosAgro (www.phosagro.ru) is one of the world’s leading vertically
integrated phosphate-based fertilizer producers in terms of production volumes
of phosphate-based fertilizers and high-grade phosphate rock with a P(2)O(5)
content of not less than 39% (according to IFA, Fertecon and CRU).

The Company is the largest phosphate-based fertilizer producer in Europe, the
largest producer of high-grade phosphate rock (with a P(2)O(5) content of not
less than 37%) worldwide and the third largest MAP/DAP producer in the world
(excluding China), according to IFA. PhosAgro is also one of the leading
producers of feed phosphates (MCP) in Europe, and the only producer in Russia.
PhosAgro is Russia’s only producer of nepheline concentrate.

PhosAgro’s main products include phosphate rock, over 35 grades of
fertilizers, feed phosphates, ammonia, and sodium tripolyphosphate, which are
used by customers in 100 countries spanning all of the world’s inhabited
continents. The Company’s priority markets outside of Russia and the CIS are
Latin America, Europe and Asia.

PhosAgro’s shares are traded on the Moscow Exchange, and global depositary
receipts (“GDRs”) for shares trade on the London Stock Exchange (under the
ticker PHOR). Since 1 June 2016, the Company’s GDRs have been included in
the MSCI Russia and MSCI Emerging Markets indexes.

Manufacturer target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution channels). No
PRIIPs key information document (KID) has been prepared as not available to
retail in EEA.

This announcement is directed only at persons who (i) are outside the United
Kingdom or (ii) 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") or (iii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc") of the Order or (iv) to whom this
announcement may otherwise be directed without contravention of section 21 of
the Financial Services and Markets Act 2000 (all such persons together being
referred to as "relevant persons"). This announcement must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

In member states of the European Economic Area, this announcement is directed
only at persons who are "qualified investors" within the meaning of Article
2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive") ("Qualified
Investors"). This announcement is an advertisement for the purposes of
applicable measures implementing the Prospectus Directive.

This announcement is not for public release, publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District
of Columbia), except to “qualified institutional buyers" (“QIBs”) as
defined in Rule 144A under the U.S. Securities Act of 1933 that also
“qualified purchasers” (“QPs”) as defined in Section 2(a)(51) of the
U.S. Investment Company Act of 1940. This announcement does not constitute or
form a part of any offer of, or solicitation to purchase or subscribe for, any
securities in the United States. Any such securities have not been, and will
not be, registered under the United States Securities Act of 1933 (the
“Securities Act”). Any such securities may not be offered or sold in the
United States, except that the securities may be offered for sale in the
United States of America to QIBs that are also QPs in reliance on the
exemption from registration under Rule 144A. No public offering of securities
will be made in the United States of America or in any other jurisdiction
where such an offering is restricted or prohibited.

This announcement or information contained therein is not an offer, or an
invitation to make offers, to sell, exchange or otherwise transfer securities
in the Russian Federation to or for the benefit of any Russian person or
entity and does not constitute an advertisement or offering of securities in
the Russian Federation within the meaning of Russian securities laws.
Information contained herein is intended only for persons who are "qualified
investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On
the Securities Market" dated 22 April 1996, as amended (the "Russian QIs") and
must not be distributed or circulated into Russia or made available in Russia
to any persons who are not Russian QIs, unless and to the extent they are
otherwise permitted to access such information under Russian law. The
securities have not been and will not be registered in Russia and are not
intended for "placement" or "circulation" in Russia (each as defined in
Russian securities laws) unless and to the extent otherwise permitted under
Russian law.



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