mriya agro holding public limited

422 Pages·2013·5.85 MB·English

by  Any Authorised User

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED
BELOW) OR (2) LOCATED OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES”
ACT)
IMPORTANT: You must read the following disclaimer before continuing. The following applies to the
attached prospectus following this page (the “Prospectus”) and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other use of the attached Prospectus. In
accessing the attached Prospectus, you agree to be bound by the following terms and conditions, including
any modifications to them from time to time, each time you receive any information from the Company or the
Sureties (as such terms are defined in the attached Prospectus), Citigroup Global Markets Limited, Credit
Suisse Securities (Europe) Limited, Goldman Sachs International, or SIB (Cyprus) Limited, Dragon Capital
(Cyprus) Limited or UniCredit Bank Austria AG (each a “Manager” and together the “Managers”) as a
result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE
FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO
PURCHASE ANY OF THE SECURITIES.
Confirmation of your representation: In order to be eligible to view the attached Prospectus or make an
investment decision with respect to the securities being offered, prospective investors must be either
(1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A (“Rule 144A”) under the
Securities Act) or (2) located outside the United States. This Prospectus is being sent to you at your request,
and by accessing this Prospectus you shall be deemed to have represented to the Company, the Sureties and
the Managers that (1) either (a) you and any customers you represent are QIBs or (b) you are outside of the
United States and you are purchasing the securities being offered in an offshore transaction (within the
meaning of Regulation S of the Securities Act) and the electronic mail address that you gave us and to which
this e-mail has been delivered is not located in the United States, and (2) you consent to delivery of such
prospectus by electronic transmission.
You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose
possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver this Prospectus to any other person.
The materials relating to this issuance of securities do not constitute, and may not be used in connection with,
an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer, and the Managers or any affiliates of the
Managers is a licensed broker or dealer in the relevant jurisdiction, the issuance of securities shall be deemed
to be made by the Managers or such affiliate on behalf of the Company in such jurisdiction.
The attached Prospectus may only be distributed to, and is directed at (a) persons who have professional
experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within
article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling
within article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any
person who is not a relevant person should not act or rely on this document or any of its contents.
The attached Prospectus has been sent to you in electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and consequently
none of the Company, the Sureties or the Managers, any person who controls them or any director, officer,
employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in
respect of any difference between the Prospectus distributed to you in electronic format and the hard copy
version available to you on request from the Managers.
MRIYA AGRO HOLDING PUBLIC LIMITED
(incorporated in the Republic of Cyprus with limited liability)
U.S.$400,000,000 9.45 per cent. Notes due 2018
and issued with the benefit of a suretyship
provided by its subsidiaries
MRIYA CENTER LLC, KAHRO LLC, MRIYA PODILLYA LLC, LEMKIVSKA MRIYA LLC, MRIYA
BUKOVYNA LLC, MRIYA HLYBOCHYNY LLC, MRIYA CARPAT LLC, MRIYA-LEASING LLC,
MRIYA-PIDHAYTZI LLC, NOVAHRIS LLC, TERAHRO LLC, TD ASKO LLC, COMMERCIAL FIRM
“M-TRADE” LLC, FARM SPA “MRIYA” LLC, ELAGRI-DERENIVKA LLC, UKRKHORS LLC,
“TORHOVYI DIM AGRI-TRADE” LLC, AGRI SEEDS LLC, “ELAGRI-KOZOVA” LLC, “ELAGRI-
BORSHCHIV” LLC, MRIYA STAR PRIVATE ENTERPRISE, GREIN LAND PRIVATE ENTERPRISE,
VIDRODZHENNYA PRIVATE AGRICULTURAL ENTERPRISE, VEJMER TEHNIK LLC,
BEREZHANY AGRO LLC, LLC “PEREMYSHLYANYAGRO”, AGROSVIT ALLC, “KHMELNYTSKYI
AGROKOM” LLC, SAD-UROZHAY 2011 PE, IMENI G.I. TKACHUKA PE, IMENI CHKALOVA ALLC,
RODYUCHY KORSHIV LIMITED LIABILITY COMPANY, ZORYA PRIVATE AGRICULTURAL
ENTERPRISE, BLACK BRYONY HOLDINGS, LLC, PC “NORIA WEST”, GORODOK FIELDS LLC,
MYKOLAIV FIELDS LLC, BEAUTIFUL HARVESTS LLC, MOSTYSK FIELDS LLC, “TERRA-ZN”
LLC, DYVOSVIT KL LLC, PAKHUTYNETSKE LLC, PODILSKYY LAN LLC, KUPAZH LLC, KRAY
VROZHAYIV LLC, BAHATI CHORNOZEMY LLC, RODYUCHE PODILLYA LLC, RAYZ M LLC,
PRYKARPATSKI LANY LLC, ZOLOTI ZHNYVA LLC, MATVIYIVSKE LLC, GUKIV AGRO LLC,
PODOLSK LAND LLC, GALICIAN YARD LLC, HECTARE M LLC, BUKAHROPROM LLC, BAHATA
RILLYA LLC, LLC “AF GORIN”, LLC “BUKA”, LLC “BUKAGRO”, LLC “SKIFAHROLYUKS”, LLC
“RODYUCHYY KRAY”, LLC “AHRARNI NOVACIYI”, LLC “MORNING STAR”, LLC “NYVA
RESURS”, “ZAKHIDZERNORESURS” LLC, OLIMPUS-PLUS LLC, SKS DIGITAL PRINT LLC, PTF
“OBNOVA” LLC, “ZAHIDAHROLEND” LLC, “KRASYLIV AHROKHIM” LLC, GALYCH AGROHIM
LLC AND MRIYA-CHEMERIVTSI LLC
(each incorporated in Ukraine with limited liability)
in respect of the Company’s obligations under the Notes and the Trust Deed
Issue Price: 98.835 per cent.
The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC as
amended by Directive 2010/73/EU (together, the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the
requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to the U.S.$400,000,000 9.45 per
cent. Notes due 2018 (the “Notes”) of Mriya Agro Holding Public Limited (the “Issuer” or the “Company”) which are to be admitted to
trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the
European Economic Area. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to
the Official List of the Irish Stock Exchange (the “Official List”) and trading on its regulated market.

Joint Lead Managers and Bookrunners
CITIGROUP CREDIT SUISSE GOLDMAN SACHS INTERNATIONAL SBERBANK CIB
Co-Managers
DRAGON CAPITAL UNICREDIT BANK AUSTRIA
The date of this Prospectus is 17 April 2013
The Notes will be constituted by, and have the benefit of, a trust deed dated on or about 19 April 2013 2013
(the “Trust Deed”) among the Issuer, BNY Mellon Corporate Trustee Services Limited as trustee (the
“Trustee”) and Mriya Center LLC, Kahro LLC, Mriya Podillya LLC, Lemkivska Mriya LLC, Mriya
Bukovyna LLC, Mriya Hlybochyny LLC, Mriya Carpat LLC, Mriya-Leasing LLC, Mriya-Pidhaytzi LLC,
Novahris LLC, TerAhro LLC, TD Asko LLC, Commercial Firm “M-Trade” LLC, Farm SPA “Mriya” LLC,
Elagri-Derenivka LLC, Ukrkhors LLC, “Torhovyi Dim Agri-Trade” LLC, Agri Seeds LLC, “Elagri-Kozova”
LLC, “Elagri-Borshchiv” LLC, Mriya Star Private Enterprise, Grein Land Private Enterprise, Vidrodzhennya
Private Agricultural Enterprise, Vejmer Tehnik LLC, Berezhany Agro LLC, LLC “Peremyshlyanyagro”,
Agrosvit ALLC, “Khmelnytskyi Agrokom” LLC, Sad-Urozhay 2011 PE, Imeni G.I. Tkachuka PE, Imeni
Chkalova ALLC, Rodyuchy Korshiv Limited Liability Company, Zorya Private Agricultural Enterprise, Black
Bryony Holdings, LLC, PC “Noria West”, Gorodok Fields LLC, Mykolaiv Fields LLC, Beautiful Harvests
LLC, Mostysk Fields LLC, “Terra-ZN” LLC, Dyvosvit KL LLC, Pakhutynetske LLC, Podilskyy Lan LLC,
Kupazh LLC, Kray Vrozhayiv LLC, Bahati Chornozemy LLC, Rodyuche Podillya LLC, Rayz M LLC,
Prykarpatski Lany LLC, Zoloti Zhnyva LLC, Matviyivske LLC, Gukiv Agro LLC, Podolsk Land LLC,
Galician Yard LLC, Hectare M LLC, Bukahroprom LLC, Bahata Rillya LLC, LLC “AF Gorin”, LLC “Buka”,
LLC “Bukagro”, LLC “Skifahrolyuks”, LLC “Rodyuchyy Kray”, LLC “Ahrarni Novaciyi”, LLC “Morning
Star”, LLC “Nyva Resurs”, “Zakhidzernoresurs” LLC, Olimpus-Plus LLC, SKS Digital Print LLC, PTF
“Obnova” LLC, “Zahidahrolend” LLC, “Krasyliv Ahrokhim” LLC, Galych Agrohim LLC and Mriya-
Chemerivtsi LLC (each a “Surety” and together the “Sureties”). Each Surety has agreed to provide a surety
pursuant to a deed of surety dated on or about 19 April 2013 (the “Deed of Surety”) in respect of the Issuer’s
obligations under the Notes. The Deed of Surety will constitute a direct, general, unconditional and senior
obligation, on a joint and several basis, of the Sureties. The surety created pursuant to the Deed of Surety will
constitute a suretyship for the purposes of Ukrainian law. There are risks unique to Ukrainian sureties. See
“Risk Factors — Factors that may affect the Sureties’ ability to fulfil their obligations under the Deed of
Surety”.
The Notes will bear interest from and including 19 April 2013 at a rate of 9.45 per cent. per annum payable
semi-annually in arrear on 19 April and 19 October in each year, commencing on 19 October 2013. Payments
on the Notes will be made without deduction for or on account of taxes imposed or levied by Cyprus or
Ukraine to the extent described under “Terms and Conditions of the Notes — Taxation”.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 19 April
2018 (the “Maturity Date”). At any time prior to the Maturity Date, the Issuer may redeem the Notes in
whole or in part at a redemption price equal to 100 per cent. of the principal amount of the Notes redeemed
plus a “make-whole” premium. In addition, at any time prior to the Maturity Date, the Issuer may redeem up
to 35 per cent. of the Notes with the net proceeds from one or more equity offerings. See “Terms and
Conditions of the Notes — Redemption and Purchase”.
NEITHER THE NOTES NOR THE DEED OF SURETY HAVE BEEN OR WILL BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NOTES AND THE
DEED OF SURETY ARE BEING OFFERED AND SOLD BY CITIGROUP GLOBAL MARKETS
LIMITED, CREDIT SUISSE SECURITIES (EUROPE) LIMITED, GOLDMAN SACHS
INTERNATIONAL, SIB (CYPRUS), DRAGON CAPITAL (CYPRUS) LIMITED AND UNICREDIT
BANK AUSTRIA AG OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S AND
WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (“QIBS”) (AS
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DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) IN RELIANCE ON
RULE 144A. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A. NEITHER THE SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. SEE “FORM OF THE NOTES AND TRANSFER
RESTRICTIONS” AND “SUBSCRIPTION AND SALE”.
Notes which are offered and sold in reliance on Regulation S (the “Unrestricted Notes”) will be represented
by beneficial interests in a global Note in registered form, without interest coupons attached (the
“Unrestricted Global Note”), which will be registered in the name of a nominee for, and shall be deposited
on or about 19 April 2013 (the “Closing Date”) with a common depository for, and in respect of interests held
through Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream,
Luxembourg”). Notes which are offered and sold to QIBs in reliance on Rule 144A or another exemption
from the registration requirements of the Securities Act (the “Restricted Notes”) will be represented by
beneficial interests in a global Note in registered form, without interest coupons attached, (the “Restricted
Global Note” and, together with the Unrestricted Global Note, the “Global Notes”) which will be deposited
on or about the Closing Date with BNY (Nominees) Limited, as custodian for, and registered in the name of
Cede & Co. as nominee for The Depository Trust Company (“DTC”). Notes will be issued in denominations
of U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof. See “Terms and Conditions of the
Notes — Form, Denomination and Title”. Interests in the Restricted Global Note will be subject to certain
restrictions on transfer. See “Form of the Notes and Transfer Restrictions”. Beneficial interests in the Global
Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC,
Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, certificates for
Notes will not be issued in exchange for beneficial interests in the Global Notes.
The Notes are expected to be rated B by Standard & Poor’s Credit Market Services France S.A.S. (“Standard
& Poor’s”) and B by Fitch Ratings CIS Ltd (“Fitch Ratings”). Each of Standard and Poor’s and Fitch
Ratings is established in the European Community and registered under Regulation (EC) No. 1060/2009 on
credit rating agencies (the “CRA Regulation”). The Company’s current rating by Standard & Poor’s Rating
Services, a division of The McGraw Hill Companies Inc. (“S&P”) is B and by Fitch Ratings Ltd (“Fitch”) is
B. Fitch is established in the European Community and registered under the CRA Regulation. S&P is not
established in the European Community and is not registered under the CRA Regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at
any time by the assigning rating organization.
Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 29. This
Prospectus constitutes a prospectus for the purpose of Article 5 of Directive 2003/71/EC (the “Prospectus
Directive”) and for the purpose of giving information with regard to (i) the Company, the Sureties and each of
the Company’s and the Sureties’ respective subsidiaries (together, the “Group”), and (ii) the Notes, which,
according to the particular nature of the Company, the Sureties and the Notes, is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects
of the Company, the Sureties and the Group and of the rights attaching to the Notes and the Deed of Surety.
The Company and each Surety having taken all reasonable care to ensure that such is the case, accept(s)
responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company
and each Surety, the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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Certain statistical information and other data contained in “Overview” and “Business” has been extracted from
publicly available data (such as information contained on official websites and in publications of
governmental agencies of Ukraine and mass media sources). Each of the Company and the Sureties confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information so published, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
None of Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Goldman Sachs
International, SIB (Cyprus) Limited, Dragon Capital (Cyprus) Limited, UniCredit Bank Austria AG
(together, the “Managers”) or any of their respective directors, affiliates, advisers or agents has made an
independent verification of the information contained in this Prospectus in connection with the issue or
offering of the Notes and no representation or warranty, express or implied, is made by the Managers or any
of their respective directors, affiliates, advisers or agents with respect to the accuracy or completeness of such
information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a
promise, warranty or representation, whether to the past or the future, by the Managers or any of their
respective directors, affiliates, advisers or agents in any respect. The contents of this Prospectus are not, are
not to be construed as, and should not be relied on as, legal, business or tax advice and each prospective
investor should consult its own counsel, accountant and other advisers for legal, tax business, financial and
related advice regarding purchasing any Notes.
No person is authorised to give any information or make any representation not contained or incorporated by
reference in or not consistent with this Prospectus in connection with the issue and offering of the Notes and,
if given or made, such information or representation must not be relied upon as having been authorised by any
of the Company, the Sureties, the Trustee or the Managers or any of their respective directors, affiliates,
advisers or agents. Neither the delivery of this Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the business and affairs of
the Company or the Sureties since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that the information contained herein is correct as of any time
subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented.
To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of
this Prospectus or for any other statement, made or purported to be made by it or on its behalf in connection
with the Issuer, the Sureties, the Group or the issue and offering of the Notes. The Managers accordingly
disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above) which
it might otherwise have in respect of this Prospectus or any such statement.
This issuance of Notes is being made solely on the basis of this Prospectus. Prospective investors are
responsible for making their own examination of the Company, the Sureties and the Group and their own
assessment of the merits and risks of investing in the Notes. In making their investment decisions, prospective
investors should not consider any information in this document to be investment, legal or tax advice.
Prospective investors should consult their own counsel, accountant and other advisers for legal, tax, business,
financial and related advice regarding purchasing the Notes. By purchasing the Notes prospective investors
will be deemed to have acknowledged that:
(a) they have reviewed this Prospectus; and
(b) the Managers are not responsible for, and are not making any representation or warranty to prospective
investors concerning, the Company’s or the Sureties’ or the Group’s future performance or the
accuracy or completeness of this document.
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This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person
in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this
Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. This Prospectus may
not be used for, or in connection with, and does not constitute, any offer to, or solicitation of, anyone in any
jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful. In
particular, this Prospectus does not constitute an offer of securities to the public in the United Kingdom.
Consequently this document is being distributed only to, and is directed at (a) persons who have professional
experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within article
49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within
article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who
is not a relevant person should not act or rely on this document or any of its contents. Persons into whose
possession this Prospectus may come are required by the Company, the Sureties and the Managers to inform
themselves about and to observe such restrictions. Further information with regard to restrictions on offers,
sales and deliveries of the Notes and the distribution of this Prospectus and other offering material relating to
the Notes is set out under “Subscription and Sale” and “Form of the Notes and Transfer Restrictions”.
In particular, the Notes and the Deed of Surety have not been and will not be registered under the Securities
Act and are subject to United States tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to U.S. persons.
The Notes are being offered and sold only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the United States in reliance on Regulation S under the Securities Act in
transactions that are not subject to the registration requirements of the Securities Act. Certain information or
financial data included in or omitted from this Prospectus may not comply with Regulation S-K or Regulation
S-X of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
other applicable rules or regulations of the SEC. In particular, Regulation S-X Rule 3-10 would have required
that supplemental disclosures be included in the consolidated financial statements for the years ended
31 December 2012, 2011 and 2010. Such disclosures would include, but would not be limited to, a footnote
presenting the condensed consolidated financial information of the Company, the Sureties and any other
subsidiaries of the Company on a combined basis for the periods presented in the financial statements
included in this Prospectus. We have not included such information in this Prospectus.
The language of the prospectus is English. Certain legislative references and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed to them under applicable
law.
In connection with the issue of the Notes, Credit Suisse Securities (Europe) Limited in its capacity as
stabilising manager (the “Stabilising Manager”) (or any person acting on behalf of the Stabilising Manager)
may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager
(or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation
action or over allotment must be conducted by the Stabilising Manager (or person(s) acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
STJ Advisors is acting as capital markets adviser to the Company in connection with the issue of the Notes
and will not be responsible to anyone else for providing advice in relation to the issue of the Notes. Neither
STJ Advisors nor any of its partners, officers, employees, affiliates, agents or advisers has made an
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independent verification of the information contained in this prospectus in connection with the issue or
offering of the Notes and no representation or warranty, express or implied, is made by STJ Advisors or any
of its partners, officers, employees, affiliates, advisers or agents with respect to the accuracy of completeness
of such information.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES (“RSA”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION.
IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS
OF THIS PARAGRAPH.
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU
THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX
ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT
BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY
BE IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”). SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE
PROMOTION OR MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED
ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISER.
CERTAIN ERISA CONSIDERATIONS
The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) imposes certain
requirements on “employee benefit plans” (as defined in ERISA) subject to Title I of ERISA, including
entities such as collective investment funds and separate accounts whose underlying assets include the assets
of such plans (collectively, “ERISA Plans”) and on those persons who are fiduciaries with respect to ERISA
Plans.
Section 406 of ERISA and Section 4975 of the Code, prohibit certain transactions involving the assets of an
ERISA Plan (Section 4975 of the Code also imposes prohibitions for certain plans that are not subject to
Title I of ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts
(together with ERISA Plans, “Plans”)) and certain persons (referred to as “parties in interest” or
“disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative
exemption is applicable to the transaction. A party in interest or disqualified person who engages in a
prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and
Section 4975 of the Code. Accordingly, each original or subsequent purchaser or transferee of a Note that is or
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may become a Plan is responsible for determining that its purchase and holding of such Note will not
constitute a prohibited transaction under ERISA or Section 4975 of the Code.
THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN ERISA IMPLICATIONS
OF AN INVESTMENT IN THE NOTES AND DOES NOT PURPORT TO BE COMPLETE.
PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN LEGAL, TAX,
FINANCIAL AND OTHER ADVISERS PRIOR TO INVESTING IN THE NOTES TO REVIEW
THESE IMPLICATIONS IN LIGHT OF SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.

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FORWARD-LOOKING STATEMENTS
This Prospectus includes “forward-looking statements”. All statements other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding the Groups’s financial
position, business strategy, plans and objectives of management for future operations (including development
plans and objectives relating to the Group’s products), are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Group, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Group’s present and future
business strategies and the environment in which the Group will operate in the future. Factors that might
affect such forward-looking statements include, among other things:
 overall business and government regulatory conditions;
 changes in tariff and tax requirements (including tax rate changes, new tax laws and revised tax law
interpretations);
 changes in agricultural prices;
 interest rate fluctuations and other capital market conditions, including foreign currency exchange rate
fluctuations; economic and political conditions in Ukraine and other emerging markets; and
 the timing, impact and other uncertainties of future actions.
Additional factors that could cause actual results, performance or achievements to differ materially include,
but are not limited to, those discussed under “Risk Factors”. These forward-looking statements speak only as
of the date on which they are made. The Group expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in
the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which
any such statement is based.

AVAILABLE INFORMATION
The Company and the Sureties have agreed that, for so long as any of the Notes are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, the Company and the Sureties will provide to
any holder or beneficial owner of such restricted securities, or to any prospective purchaser of such restricted
securities designated by a holder or beneficial owner, upon the request of such holder, beneficial owner or
prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act, if
at the time of such request the Company or the Sureties, as the case may be, is not a reporting company under
Section 13 or Section 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act. See “Terms and Conditions of the Notes — Provision of Information”.

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