24. Equity
Back to the list(a) Share capital
| Number of shares unless otherwise stated | |
|---|---|
| Shares on issue at 31 December 2012, RUB 2.5 par value | 124,477,080 |
| Shares authorised for additional issue at 31 December 2012, RUB 2.5 par value | 1,000,000,000 |
| Shares on issue at 31 December 2011, RUB 25 par value | 12,447,708 |
| Shares authorised for additional issue at 31 December 2011, RUB 25 par value | 100,000,000 |
The historical amount of the share capital of RUB 311 million has been adjusted for the effect of hyperinflation to comply with IAS 29 “Financial Reporting in Hyperinflationary economies”.
In February 2006, the Company issued 1,764,001 preferred shares of class “A1” and 35,999 preferred shares of class “A2”, both with a par value of 25 Russian Rubles. The issue price was 140 and 200 Russian Rubles per share for the shares of class “A1” and “A2”, respectively. The total proceeds from the share issue were RUB 254 million.
During 2011, the preferred shares were converted into the same number of ordinary shares.
In December 2011 the extraordinary meeting of the shareholders decided to split each ordinary share with the par value of 25 RUB each into 10 ordinary shares with the par value of 2.5 RUB each. The share split was completed in March 2012. As a result, the Company’s issued share capital is comprised of 124,477,080 ordinary shares having par value of 2.5 RUB each. The Company’s authorised an additional 1,000,000,000 ordinary shares for issue with a par value of 2.5 RUB each.
In October 2012, the Board of Directors decided to increase the Company’s share capital by issuing 13.5 million new ordinary shares with the par value of 2.5 RUB each. In November 2012, the Federal Financial Markets Service of Russia registered this additional share issue. In accordance with Russian legislation, the Company may place the new shares within one year (with the possible prolongation) after the date of the state registration of the share issue and all the Company’s shareholders have pre-emptive rights to purchase the new shares in an amount pro rata to the number of ordinary shares they own. On 10 April 2013, the Company started the new shares issuance with the offering price of USD 42 per ordinary share. The Company plans to complete the new shares issuance in May 2013.
(b) Dividend policy
The Company expects to distribute cash dividends in the future and expects the amount of such dividends to be between 20 and 40 per cent. of the Group’s consolidated profit calculated in accordance with IFRS attributable to shareholders of OJSC “PhosAgro”.
Whether the Company will pay dividends and the timing and exact amount of such dividends will be subject to the approval of the recommendation made by the Board of Directors at the General Shareholders’ Meeting and will depend on a variety of factors, including the Company’s earnings, cash requirements, financial condition and other factors deemed relevant by the Board of Directors in making their recommendation to the General Shareholders’ Meeting.
(c) Dividends
In accordance with Russian legislation the Company’s distributable reserves are limited to the balance of accumulated retained earnings as recorded in the Company’s statutory financial statements prepared in accordance with Russian Accounting Principles. As at 31 December 2012, the Company had cumulative retained earnings of RUB 11,564 million (31 December 2011: RUB 16,705 million).
In April 2012, the Board of Directors proposed payment of dividends of RUB 32.5 per ordinary share. The total amount of dividend proposed is RUB 4,046 million. In May 2012, the proposed dividend was approved by the meeting of shareholders.
In August 2012, the Board of Directors proposed payment of dividends of RUB 38 per ordinary share. The total amount of dividend proposed is RUB 4,730 million. In September 2012, the proposed dividend was approved by the meeting of shareholders.
In November 2012, the Board of Directors proposed payment of dividends of RUB 25 per ordinary share. The total amount of dividend proposed is RUB 3,112 million. In December 2012, the proposed dividend was approved by the meeting of shareholders.
(d) Merger of OJSC “Ammop hos” and JSC “Cherepovetsky “Azot”
In February 2012, the shareholders of two of the Group’s subsidiaries, OJSC “Ammophos” and JSC “Cherepovetsky “Azot” passed a resolution to merge into one legal entity — OJSC “PhosAgro-Cherepovets”. In accordance with the Russian law, those minority shareholders who voted against the merger or withheld from voting, obtain the right to put their shares to the respective entities. In April 2012, the Board of Directors of OJSC “Ammophos” and Supervisory Board of JSC “Cherepovetsky “Azot” approved repurchase of shares from those shareholders who decided to put their shares to the respective entities for RUB 367 million. After the repurchase the Group’s share in OJSC “Ammophos” and JSC “Cherepovetsky “Azot” was 94.1% and 70.6%, respectively. The legal structuring was completed in July 2012. The Group’s share in OJSC “PhosAgro-Cherepovets” is 87.6%.
(e) Acquisition of the Russian Federation ’s stake in OJSC “Apatit”
In September 2012, the Group offered RUB 11,110 million in the privatisation tender for the Russian Federation’s 20% stake in all issued shares of OJSC “Apatit” and signed a purchase agreement for the shares. On 4 October 2012, the Group paid for the shares and the legal title for the shares was transferred to the Group increasing its shareholding from 57.57% to 77.57%. The carrying amount of Apatit’s net assets on the date of the acquisition was RUB 37,526 million. The financial effect of this transaction is a decrease in non-controlling interests by RUB 7,505 million and a decrease in retained earnings by RUB 3,605 million.
The Government of the Russian Federation issued an Order No
In November 2012, the Group launched a mandatory tender offer to acquire ordinary and preferred shares of OJSC “Apatit”. The offered price, which was determined in accordance with the Russian law, is RUB 6,679.9 per ordinary share and RUB 5.344.0 per type “A” preferred share. For the purposes of the mandatory buyout the Group obtained a bank guarantee in the amount of RUB 7,785 million. The offer period expired on 17 January 2013. As of 18 January 2013, holders of 10.95% of all issued shares of OJSC “Apatit” (738,957 ordinary and 171,439 type “A” preferred shares), accepted the Company’s mandatory tender offer. In January 2013, the legal title for the shares was transferred to the Group increasing its shareholding from 77.57% to 88.52%. The financial effect of this transaction, to be recognised in January 2013, is a decrease in non-controlling interests by approximately RUB 3,575 million and a decrease in retained earnings by approximately RUB 2,277 million.
In April 2013, the Company sent a compulsory share purchase notification (squeeze out) to OJSC “Apatit” for the buyout of shares belonging to OJSC “Apatit” minority shareholders. The purchase price, which was determined in accordance with the Russian law, is RUB 6,880 per ordinary share and RUB 5,504 per type “A” preferred share. The Company plans to complete all procedures related to the squeeze out by the end of the second quarter of 2013.