Agroton Publishes Prospectus

LUHANSK, Ukraine--()--NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA

Agroton Public Limited has published its prospectus. The prospectus has been approved by the Cyprus Securities and Exchange Commission and notified to the Polish Financial Supervision Authority. Agroton Group is a diversified, vertically integrated agricultural producer in eastern Ukraine.

Agroton expects to raise gross proceeds of up to PLN 170 million from the public offering. The primary reasons for the offering are to acquire additional grain storage capacity, expand the land bank under management, purchase agricultural machinery for cultivation of land, and increase the working capital.

The public offering of Agroton Public Limited is planned for October 2010, and the initial listing on the Warsaw Stock Exchange is planned for early November of this year.

KEY INFORMATION ABOUT THE PUBLIC OFFERING

  • The Offering comprises 5,670,000 newly issued ordinary shares.
  • The Offering is divided into:
  • an Institutional Tranche, and
  • a Retail Tranche.
  • The maximum price has been set at PLN 30 per share.
  • The book-building process among institutional investors will be conducted from 18 October through 21 October 2010, until 4:00 p.m. Book-building will be conducted by Dom Maklerski BZ WBK S.A.
  • Determination and announcement of the Offer Price and the number of shares offered in each tranche is scheduled for 22 October 2010, by 9:00 a.m.
  • Subscriptions for the company’s shares in the Retail Tranche will be accepted from 22 through 27 October 2010 at customer service locations of Dom Maklerski BZ WBK S.A. and at selected branches of Bank Zachodni WBK SA.
  • Subscriptions for the company’s shares in the Institutional Tranche will be accepted from 22 through 27 October 2010, until 6:00 p.m., at Dom Maklerski BZ WBK S.A.
  • Allocation of the shares will occur by 29 October 2010.
  • The company plans to begin listing on the Warsaw Stock Exchange at the beginning of November 2010.
  • The company anticipates that after the offering new shareholders will hold about 26.2% of the total share capital of the company.
  • Agroton’s advisors in connection with the public offering are Phoenix Capital (international lead manager), Dom Maklerski BZ WBK (domestic lead manager) and Bank Zachodni WBK (financial advisor). Sharelink Securities and Financial Services Limited serve as the underwriter responsible for drawing up the prospectus, and the legal advisors are White & Case, TOV Beiten Burkhardt Ukraine and Dr. K. Chrysostomides & Co LLC. The company’s auditor is Baker Tilly Klitou.

INFORMATION ABOUT AGROTON PUBLIC LIMITED

Agroton Public Limited is the largest and most diversified agricultural producer in eastern Ukraine. The company is vertically integrated, and its core business is cultivation, processing, storage and sale of grain, chiefly sunflower and wheat. The company also handles production and sale of livestock as well as food production.

Since 2001 Agroton has tripled its acreage under production, and it now manages 151,000 hectares of black earth. This makes Agroton the fifth-largest listed company in Ukraine in the agricultural sector in terms of acreage, and the sixth-largest in Europe.

Agroton is the largest producer of sunflower seeds and the fourth-largest wheat producer in Ukraine.

The company has storage facilities with a capacity of about 235,000 metric tonnes, which allows it to sell its products during periods with the most favourable prices. The current capacity of Agroton’s grain elevators makes it the largest grain elevator operator in the Luhansk region.

The company achieves high production profitability thanks to high-quality soil and low production costs.

With respect to production and sale of livestock, Agroton is the largest poultry producer in the Luhansk region, raising about 4 million chickens. The company also has 4,500 head of dairy cows, making it the fifth-largest milk producer in Ukraine. Agroton is also the second-largest producer of baked goods in the Luhansk region, with about 7,000 tonnes per year.

STRATEGY

Agroton’s long-term business strategy is to become the leading agricultural producer in Ukraine. The company intends to achieve this goal through:

  • improved financial and operating results,
  • manageable expansion of the harvested land bank, and
  • increased grain elevator storage capacity.

The company also intends to achieve Western standards of corporate governance.

PURPOSES OF THE ISSUE

The amount of the gross proceeds from this Offering depends on the number of the New Shares actually placed and the set Offer Price. The gross proceeds from the Offering, might amount PLN 170 mln, provided that all of the New Shares are sold, and based on a presumed Offer Price of PLN 30.00, being the Maximum Price. The Company intends to use the proceeds from the Offering for the purposes of:

  • expansion of storage capacities for agricultural commodities at existing facilities by 82,000 tonnes;
  • increase by 16,000 hectares of our farm land bank in Ukraine;
  • purchase of additional agricultural machinery for cultivation of 32,000 hectares;
  • acquisition of 130,000 tonnes of storage facilities from SJSC “Khlib Ukrainy”.
  • increase in working capital

To the extent that the net proceeds from the Offering are not invested as described above, proceeds will be used to take advantage of other opportunities in line with the Group’s business strategy. The Issuer estimates that the anticipated proceeds will be sufficient to fund all the proposed uses.

FINANCIAL RESULTS

Selected financial data (USD thousands)

    1H 2010   1H 2009  

Change

  2009   2008
Sales revenue 19 667 26 390 -25% 55,288 75,749
Change in fair value 44,290 21,521 106% 20, 807 17,683
Gross profit 42,908 20,982 104% 19,872 14,940
Gross margin 67% 44% 53% 36% 20%
EBITDA 37,553 21,013 79% 21,217 10,477
EBITDA margin 59% 44% 34% 38% 14%
Operating profit (EBIT) 35,036 18,686 87% 16,639 4,767
EBIT margin 55% 39% 40% 30% 6%
Net profit 28,076 13,269 112% 5,051 (18,890)
Net profit margin 44% 28% 59% 9% -25%

Biological assets are measured on initial recognition and at each reporting date at their fair value less estimated costs to sell, except where the fair value cannot be measured reliably on initial recognition

Income from changes in fair value of biological assets is the difference between the fair value less estimated cost of sales and manufacturing costs of biological assets.

On semiannual balance date (June 30):

  • crops under cultivation are revalued and measured at fair value
  • Fair value for biological assets of crops under cultivation is based on the following key assumptions:
  • Expected crop yield that is based on the past crop yield adjusted for weather conditions
  • August 2010 prices for grains of the markets in Ukraine obtained from an external verifiable source (APK-Inform)
  • Cultivation and production costs that are based on actual historical information

TIMETABLE FOR OFFERING

18–21 October 2010, until 4:00 p.m.   Book-building among Institutional Investors
22 October 2010, by 9:00 a.m. Announcement of the Offer Price and number of shares offered in each tranche
22–27 October 2010 Accepting subscriptions in the Retail Tranche
22–27 October 2010, until 6:00 p.m. Accepting subscriptions in the Institutional Tranche
By 29 October 2010 Allocation of shares
Beginning of November 2010 Listing on the Warsaw Stock Exchange

More information at: www.agroton.com.ua

Legal disclaimer:

This material is for promotional purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in the shares of Agroton Public Limited (the “Company”). The only legally binding document containing information on the Company and on the offering of the Company’s shares is the prospectus (the “Prospectus”) prepared in connection with the public offering of the Company’s shares in Poland and admission of the Company’s shares to trading on the Warsaw Stock Exchange. The Prospectus, which has been approved by the Cyprus Securities and Exchange Commission and has been duly notified to the Polish Financial Supervision Authority, is published on the Company’s website (www.agroton.com.ua), on the website of Dom Maklerski BZ WBK S.A., acting as the offering broker in Poland (www.dmbzwbk.pl), and on the website of Sharelink Securities and Financial Services Ltd, acting as the underwriter responsible for the drawing up of the prospectus (www.sharelinksecurities.com), and is available in English together with a Polish translation of the summary section.

Contacts

Magda Kołodziejczyk
M+G – press office of Agroton Public Limited in Poland
Tel: (+48) 22 625 71 40, 501 16 88 07
E-mail: magda.kolodziejczyk@mplusg.com.pl

Release Summary

Agroton Public Limited has published its prospectus. The prospectus has been approved by the Cyprus Securities and Exchange Commission and notified to the Polish Financial Supervision Authority.

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Contacts

Magda Kołodziejczyk
M+G – press office of Agroton Public Limited in Poland
Tel: (+48) 22 625 71 40, 501 16 88 07
E-mail: magda.kolodziejczyk@mplusg.com.pl