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INTEGRATED REPORT 2016

Equity

  Number of ordinary shares (in millions) Number of treasury shares (in millions) Ordinary shares Treasury shares Total
At 1 January 2015 2,936 (370) 35,762 (5,759) 30,003
Treasury shares purchased - (1,055) - (18,194) (18,194)
At 1 January 2016 2,936 (1,425) 35,762 (23,953) 11,809
Treasury shares purchased - (171) - (2,956) (2,956)
At 31 December 2016 2,936 (1,596) 35,762 (26,909) 8,853

The number of unissued authorised ordinary shares is 1,730 million (31 December 2015: 1,730 million) with a nominal value per share of 0.824 US cents (0.5 RR) (31 December 2015: 0.686 US cents (0.5 RR)). All shares stated in the table above have been issued and fully paid.

Treasury shares

On 23 November 2015, the Company’s Board of Directors approved an open market buyback programme in respect of shares and GDRs. The programme commenced on 24 November 2015 and expired on 31 March 2016. Since the launch of the Company’s open market buyback programme, an aggregate of 101,117,702 shares and 8,506,136 GDRs representing 4.9% of the Company’s share capital have been purchased (including 28,428,735 shares and 8,430,936 GDRs that were purchased during November-December 2015).

On 18 May 2016 the Company’s Board of Directors approved another open market buyback programme in respect of Company’s ordinary shares. This programme included the purchase of GDRs in privately negotiated transactions. The programme was open from 19 May to 19 September 2016. During this period the Group purchased 92,272,796 shares and 1,215,191 GDRs that in aggregate constitute 3.4% of the Company’s share capital.

During 2016 the Company purchased 46,211 ordinary shares as a result of redemption right exercise pursuant to Joint Stock Company Law.

The total amount spent on purchase of ordinary shares and GDRs of the Company during 2016 was US$ 506,134 (2015: US$ 3,366,878). All transaction costs were included into the purchase price of shares and GDRs. The difference between the purchase price of US$ 506,134 and the nominal value of the shares of US$ 2,956 was accounted for as a decrease in Share premium.

Treasury shares as at 31 December 2016 comprise 1,596,816,962 ordinary shares (31 December 2015: 1,425,357,033) represented by shares and GDRs of the Company owned by JSC “UK-Technologia”, wholly owned subsidiary of the Group.

The listing and admission to trading of the Company’s Rule 144A and Regulation S GDRs on the London Stock Exchange have been cancelled with effect from start of trading on 22 December 2015. The Company’s Rule 144A GDR programme has been terminated with effect from 12 January 2016. 

Subsequent to the completed buyback and open-market programmes, the free float of the Company’s shares declined to 5.6% of the issued shares. As a result, the Moscow Stock Exchange may downgrade the listing of the shares from Level 1 to Level 3. Under the current Listing Rules of the Moscow Stock Exchange a decrease of the free float of the shares to 7.5% of the issued shares or lower which lasts for 6 consecutive months constitutes a ground for exclusion of the shares from the Level 1 listing. The Moscow Exchange in this case may change the listing level of the shares to the Level 3.

Dividends

All dividends are declared and paid in RR. In April 2015 the Company adopted a new dividend policy providing flexibility to the Board of Directors in determining the amount of dividend payments.

In 2016 and 2015, at the General Meeting of Shareholders of the Company Shareholders resolved not to pay any dividends.

Cross shareholding

As at 31 December 2016 and 31 December 2015 cross shareholding is presented as follows:

  31 December 2016 31 December 2015
  Number of treasury shares (in millions) Percentage of ordinary shares Number of treasury shares (in millions) Percentage of ordinary shares
JSC “Uralkali-Technologia” (“UK-Technologia”) - subsidiary 1,597 54.4% 1,397 47.6%
Enterpro Services Ltd. (“Enterpro”) - subsidiary - - 28 1.0%
Total 1,597 54.4% 1,425 48.6%

As at 31 December 2015, 370,123,777 ordinary shares of UK-Technologia (which comprises 12.6% of the Company’s ordinary shares) were transferred under a REPO agreement. As at 31 December 2016 ordinary shares under the REPO agreement were replaced by exchange bonds (Note 17).

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