Ros Agro Plc launches a primary capital increase of approximately us$250 million to support further growth

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:

1. 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;
2. continuous modernization of Rusagro's existing production facilities in each of its divisions, including three sugar plants being acquired from the Razgulay group;
3. 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 EMEA 102740349 v11 2 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.

April 26, 2016 - Rusagro