Shareholder and investor information
Share capital
The authorised capital of PhosAgro (the “Company”) as at 31 December 2019 amounted to RUB 323,750,000 consisting of 129,500,000 ordinary shares with a par value of RUB 2.5 per share.
Stock exchanges
PhosAgro’s shares are traded on the A1 quotation list of the Moscow Exchange under the ticker symbol PHOR (ISIN: RU000A0JRKT8).
Global depositary receipts (three GDRs represent one share) are traded in the Main Market of the London Stock Exchange under the symbol PHOR.
Regulation S GDRS
CUSIP number: 71922G209 ISIN: US71922G2093 Common code: 065008939 SEDOL: 0B62QPJ1 RIC: PHOSq.L
Rule 144A GDRS
CUSIP number: 71922G100 ISIN: US71922G1004 Common code: 065008939 SEDOL: 0B5N6Z48 RIC: GBB5N6Z48.L
Citigroup Global Markets Deutschland AG acts as the depositary for the Company’s GDR Programme.
Ownership structure
Based on information available to the Company, the shares of Chlodwig Enterprises Limited and Adorabella Limited were transferred to trusts where the economic beneficiaries are Andrey Guryev and members of his family.
As at 31 December 2019, there were no shareholders in the Company with a stake of more than 5% beyond those already disclosed by the Company in this report.
The Company is unaware of any shareholders that may gain or have gained control disproportionate to their share in the Company’s authorised capital, including by virtue of shareholder agreements.
Investor relations
At PhosAgro, we are committed to transparency and consistency, and maintain an ongoing dialogue with the investor community through a variety of communication channels and with involvement of the Company’s senior management and independent directors.
- We keep the market abreast of the Company’s performance by publishing quarterly operational and financial results that are made available to investors via press releases, presentations, conference calls and webcasts.
- On top of that, we take every opportunity to answer investors’ questions and gather feedback from market players by participating in industry and regional investment conferences.
- Regular NDRs allow us to expand our investor base through meetings arranged outside of key financial market centres.
- A well developed Eurobond programme helps reinforce the Company’s position in the public debt market while ensuring the lowest cost of funding.
Analyst coverage
PhosAgro is covered by analysts from leading Russian and international brokers:
| Company | Analyst | Phone |
|---|---|---|
| Aton | Andrey Lobazov | +7 (495) 213 0337 |
| BCS Investment Bank | Anastasia Egazaryan | +7 (495) 785 5336 |
| VTB Capital | Elena Sakhnova | +7 (495) 287 68 77 |
| Goldman Sachs | Nina Dergunova | +7 (495) 645 4230 |
| BMO | Joel Jackson | +1 (416) 359 4250 |
| Sberbank CIB | Irina Lapshina | +7 (495) 258 05 11 |
| BofA | Sashank Lanka | +971 44 258 23 11 |
| Alfa Bank | Boris Krasnojenov | +7 (495) 795 36 12 |
| Renaissance Capital | Steven Friedman | +27 (11) 750 14 81 |
Debt management
The conservative approach to leverage allows the Company to maintain its net debt/EBITDA within the range of 1–1.5x.
When determining its borrowing requirements, the Company assesses the cost of borrowing from banks and public debt markets, the amount and maturity available while striving to ensure that this fits into the Group’s long-term debt reduction strategy.
The decision on the currency of borrowings is based on the Company’s revenues, 70% of which is in foreign currency and the rest is strongly correlated with US Dollar exchange rate.
Information disclosure
PhosAgro strictly follows the requirements imposed by Russian securities regulations, as well as rules for the companies traded on the LSE, in its information disclosure and filings. The Company publicly discloses all required information to shareholders and investors in a timely manner through authorised newswires; the corporate website, and PhosAgro’s official disclosure page on the Interfax portal and at LSE webpage.
Dividends and dividend policy
In accordance with PhosAgro’s dividend policy, the Board of Directors seeks to make sure that the amount of distributed dividends ranges from 50% to over 75% (subject to the Company’s leverage ratio) of the Company’s consolidated free cash flow for the respective year under IFRS. At the same time, the amount of declared dividends should not be lower than 50% of net profit for the year under IFRS.
On 20 February 2020, PhosAgro’s Board of Directors recommended that the Annual General Shareholders’ Meeting approve dividends of RUB 18 per share (RUB 6 per depositary receipt), or RUB 2,331 billion in total. If approved by the Annual General Shareholders’ Meeting (AGM) on 22 May 2020, this will bring PhosAgro’s payout ratio to 67% of net profit after foreign exchange differences.
| Type and date of the General Shareholders’ Meeting where the relevant resolution on the declaration of dividends was adopted | Reporting period for which (following the results of which) the declared dividends are (were) paid | Declared dividends, total, RUB | Declared dividends per | |
|---|---|---|---|---|
| ordinary share, RUB | depositary receipt, RUB | |||
| EGSM 24 January 2020 | —Payments were made from undistributed profit for previous years | 6,216,000,000 | 48.00 | 16.00 |
| EGSM 4 October 2019 | — | 6,993,000,000 | 54.00 | 18.00 |
| EGSM 24 June 2019 | — | 9,324,000,000 | 72.00 | 24.00 |
| EGSM 24 May 2019 | — | 6,604,500,000 | 51.00 | 17.00 |
| EGSM 22 January 2019 | — | 9,324,000,000 | 72.00 | 24.00 |
| EGSM 1 October 2018 | — | 5,827,500,000 | 45.00 | 15.00 |
| EGSM 6 July 2018 | — | 3,108,000,000 | 24.00 | 8.00 |
| EGSM 30 May 2018 | — | 1,942,500,000 | 15.00 | 5.00 |
| EGSM 26 February 2018 | — | 2,719,500,000 | 21.00 | 7.00 |
| EGSM 2 October 2017 | — | 3,108,000,000 | 24.00 | 8.00 |
| EGSM 5 July 2017 | — | 2,719,500,000 | 21.00 | 7.00 |
| EGSM 30 May 2017 | 2016 | 3,885,000,000 | 30.00 | 10.00 |
| EGSM 16 January 2017 | — | 5,050,500,000 | 39.00 | 13.00 |
| EGSM 3 October 2016 | — | 4,273,500,000 | 33.00 | 11.00 |
| EGSM 29 July 2016 | — | 8,158,500,000 | 63.00 | 21.00 |
| EGSM 31 May 2016 | 2015 | 7,381,500,000 | 57.00 | 19.00 |
| EGSM 15 January 2016 | — | 8,158,500,000 | 63.00 | 21.00 |
| EGSM 6 October 2015 | — | 7,381,500,000 | 57.00 | 19.00 |
| EGSM 14 July 2015 | — | 6,216,000,000 | 48.00 | 16.00 |
| EGSM 8 June 2015 | 2014 | 1,942,500,000 | 15.00 | 5.00 |
| EGSM 31 December 2014 | 9M 2014 | 2,590,000,000 | 20.00 | 6.67 |
| EGSM 16 September 2014 | 6M 2014 | 3,237,500,000 | 25.00 | 8.33 |
| EGSM 13 June 2014 | — | 2,499,350,000 | 19.30 | 6.43 |
Management responsibility statement
The Company’ management hereby confirms that, to the best of its knowledge:
The financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole.
The management report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
The Company was guided by GRI standards, as well as the principles of the ISO 26000 and AA 1000 standards during the preparation of the integrated report.
A draft of this integrated report was reviewed and pre-approved at a Board of Directors meeting on 20 February 2020 and reviewed and approved by the Annual General Shareholders’ Meeting.
The consolidated financial statements for the year ended 31 December 2019 were approved by the Board of Directors on 20 February 2020.
Andrey A. Guryev
Chairman of the Management Board and Chief Executive Officer of PJSC PhosAgro