Annual Report 2012

Securities

Shareholders’ equity

Shareholders’ equity  
Authorised capital (RUB) 202,670,000
Shares issued 40,534,000
Par value per share (RUB) 5
Stock exchange ticker (Moscow Exchange (B list), London Stock Exchange) AKRN

In May 2012, Acron completed its reorganisation by merging with its subsidiary Granit and cancelling 15% of treasury shares, which decreased Acron’s authorised capital to RUB 202,670,000 from RUB 238,438,000 while reducing the total number of outstanding shares to 40,534,000 from 47,687,600.

In December 2012, Acron shares were included in the Moscow Exchange index.

Acron’s equity structure (major shareholders holding more than 5% of authorised capital)

Full name Number of shares/percentage in authorised capital
as of December 31, 2012 as of December 31, 2011
Acronagroservice 9,430,800/23.27 9,430,800/19.78
Questar Holdings Limited 7,681,193/18.95 9,036,400/18.95
Refco Holdings Limited 8,033,839/19.82 9,452,374/19.82
Granadilla Holdings Limited 6,322,000/15.60 6,322,000/13.26
Agroberry Ventures Limited 2,773,742/6.84
National Settlement Depositary (nominee holder) 3,054,035/7.53 2,326,638/4.88
Granit 7,153,600/15.00

Acron management does not know of any other shareholders with more than 5% of the authorised capital.

The Group’s ultimate parent is Subero Associates Inc. (British Virgin Islands). As of December 31, 2012, the Group was ultimately controlled by Mr Viatcheslav Kantor.

Global depositary receipts

In 2008, Acron’s global depository receipts were included in the London Stock Exchange quotation list. Ten GDRs represent one common share.

The GDR facility programme is arranged by Deutsche Bank Trust Company Americas. As of December 31, 2012, the GDR facility programme accounted for 1.05% of Acron’s authorised capital.

Shares buyback

Acron purchased 56,263 shares (0.14% of authorised capital) from shareholders who voted against the reorganisation or abstained from voting at the extraordinary general meeting held February 27, 2012. In early 2013, these shares recorded on the Company’s balance and were sold at market price.

2012 share price trend

In H1 2012, Acron’s shares were under pressure from high market volatility, unsure apatite concentrate supplies and the Group’s potential acquisition of a controlling stake in Azoty Tarnow. Acron’s capitalisation has been on the upswing since midyear 2012 due to positive corporate developments, including settlement of the dispute with PhosAgro and commissioning of the Oleniy Ruchey mine, as well as a more favourable environment on the nitrogen fertiliser market compared to the phosphate and potash markets.

Trading in Acron’s common shares (AKRN)

MICEX 2012 2011
Low price (RUB) 1,060 (23/05) 1,002.9 (04/10)
High price (RUB) 1,500 (14/09) 1,587 (30/11)
Price at year-end (RUB) 1,396.5 (28/12) 1,331.5 (30/12)
Number of transactions for the year 196,536 203,404
Annual volume of trade (RUB, m) 6,246.8 13,748.8
Average daily volume of trade (RUB, m) 24.5 55.4
RTS 2012 2011
Low price (USD) 32.8 (24/05) 28 (04/10)
High price (USD) 49 (14/09) 56 (01/08)
Price at year-end (USD) 43.88 (18/12) 40.1 (29/12)
Annual volume of trade (USD, m) 3.3 18.6

Acron’s GDR trading (AKRN)

LSE 2012 2011
Low price (USD) 3.2 (06/06) 3.5 (04/01)
High price (USD) 5.1 (23/01) 5.5 (28/07)
Price at year-end (USD) 4.6 (27/12) 4.1 (30/12)
Annual volume of trade (USD, m) 13.5 58.4

Acron’s market capitalisation (MICEX)

(RUB bn)(USD bn)
80
70
60
50
40
30
20
10
0
3.0
2.5
2.0
1.5
1.0
0.5
0
02/01/12 01/02/12 01/03/12 02/04/12 02/05/12 01/06/12 02/07/12 01/08/12 03/09/12 01/10/12 01/11/12 03/12/12 08/01/13 01/02/13

.Acron’s capitalisation (RUB bn).Acron’s capitalisation (USD bn)

Acron’s market capitalisation against MICEX index (%)

140
130
120
110
100
90
80
70
60
02/01/12 01/02/12 01/03/12 02/04/12 02/05/12 01/06/12 02/07/12 01/08/12 03/09/12 01/10/12 01/11/12 03/12/12 08/01/13 01/02/13

.Acron’s capitalisation.MICEX index

Bonds

Holders of Acron’s series 02, 03, 04 and 05 bonds acquired the right to exercise an early redemption option due to a resolution by Acron’s general meeting to reorganise Acron through a merger with its subsidiary Granit, a decrease in the Company’s authorised capital, and subsequent termination of Granit, which was the series 02 and 03 bonds guarantor. As a result, Acron redeemed 36,083 series 02 bonds, 1,380,029 series 04 bonds and 1,997,215 series 05 bonds.

On October 16, Acron placed its exchange-traded BO-01 bonds with a total par value of RUB 5 billion at the Moscow Exchange by public subscription. The first coupon rate was set at a minimum rate of 9.75% per annum. These bonds have a 3-year maturity and will pay semi-annual coupons. The interest rate shall not change.

Index Series 02 Series 03 Series 04 Series 05 Series BO-01
Total par value (par value per share – RUB 1,000) RUB 3.5 billion RUB 3.5 billion RUB 3.75 billion RUB 3.75 billion RUB 5 billion
Bonds in circulation (RUB) 3,463,917,000 3,500,000,000 2,369,971,000 1,752,785,000 5,000,000,000
Original placement date September 24, 2009 November 25, 2009 May 31, 2011 May 31, 2011 October 16, 2012
Maturity date September 19, 2013 November 20, 2013 May 18, 2021 May 18, 2021 October 13, 2015
Number of coupon periods and interest rate 8 periods
Rate:
Coupons 1–4:
14.05%
Coupons 5–8: 8.2%
8 periods
Rate:
Coupons 1–5:
13.85%
Coupons 6–8: 9.85%
20 periods
Rate:
Coupons 1–6: 7.95%
Coupons 7–20: to be determined by the issuer
20 periods
Rate:
Coupons 1–6: 7.95%
Coupons 7–20: to be determined by the issuer
6 periods
Rate: 9.75%

Credit ratings

Acron has obtained credit ratings from major global rating agencies.

Fitch Ratings

Date of assignment /updating Credit rating/outlook
October 10, 2012 Foreign Currency Long-term Issuer Default Rating B+/Stable
October 10, 2012 Local Currency Long-term Issuer Default Rating B+/Stable
October 10, 2012 National Long-term Rating A (rus)/Stable
October 10, 2012 Short-term Issuer Default Rating B
October 10, 2012 Bonds, series 02–05 and BO-01: Local Currency Priority Unsecured Rating B+
October 10, 2012 Bonds, series 02–05 and BO-01: Recovery Rating RR4

Moody’s Investor Service

Date of assignment /updating Credit rating/outlook
July 21, 2010 Probability of Default Rating B1/Stable
June 19, 2012 Corporate Rating B1/Stable
June 19, 2012 National Scale Rating A1.ru/Stable
June 15, 2012 Bonds, series 04–05: Local Currency Unsecured Debt Rating B1
June 15, 2012 Bonds, series 04–05: Evaluation of Expected Default Losses LGD-4
October 10, 2012 Bonds, series BO-01: Evaluation of Expected Default Losses LGD-4
October 18, 2012 Bonds, series BO-01: Local Currency Unsecured Debt Rating B1
October 22, 2012 Bonds, series BO-01: National Scale Rating A1.ru
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