Announcement of offer price

Ferrexpo PLC 15 June 2007 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Ferrexpo plc (the 'Company') (which is to become the holding company of the Group, as defined below) in due course in connection with the proposed admission of the ordinary shares in the capital of the Company to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's (the 'London Stock Exchange') main market for listed securities (the 'Prospectus'). Copies of the Prospectus will, following publication, be available from the Company's registered office. 15 June 2007 Ferrexpo plc ('Ferrexpo' or the 'Company') Announcement of Offer Price of 140 pence per Ordinary Share Ferrexpo plc, holding company of the Swiss/Ukrainian iron ore group comprising Ferrexpo AG and its subsidiaries (the 'Group'), is pleased to announce the successful pricing of its initial public offering ('IPO') to institutional investors in the UK, Europe and elsewhere of Ordinary Shares on the Main Market of the London Stock Exchange (the 'Global Offer'). The listing is the first full London Stock Exchange ('LSE') listing of a company from Ukraine. The offer price has been set at 140 pence per Ordinary Share (the 'Offer Price'). • Based on the Offer Price, the market capitalisation of Ferrexpo plc immediately following the Global Offer will be approximately £848 million (US$1,671 million). • The Global Offer comprises approximately 72.5 million new Ordinary Shares, representing approximately 12% of the 606.1 million Ordinary Shares in issue following completion of the Global Offer. • The total gross proceeds of the Global Offer are expected to be approximately £213 million. Of this approximately £111 million will go to Fevamotinico S.a r.l., (the 'Selling Shareholder'). The remainder will be used by the Company to optimise the extraction of iron ore and maximise production of existing operations; for a number of new projects and developments to provide organic growth; to repay existing debt; and to exploit acquisition opportunities that may arise within the natural resources sector. • The Ordinary Shares in the Global Offer have been placed with a broad base of institutional investors following a roadshow across the UK and Continental Europe. • An over-allotment option of up to 7 per cent. of the Global Offer has been granted, exercisable for a period of up to 30 days, consisting entirely of existing Ordinary Shares, which may result in the Selling Shareholder selling up to approximately a further 10.6 million existing Ordinary Shares at the Offer Price. • Raffaele (Lucio) Genovese, a Non-Executive Director, has applied for and been allocated 285,714 Ordinary Shares in the Global Offer. • Conditional dealings will commence on the London Stock Exchange at 8:00 am (London time) today under the ticker FXPO. • It is expected that Admission of the Ordinary Shares to the Official List of the Financial Services Authority and to trading on the London Stock Exchange's market for listed securities will become effective, and unconditional dealings will commence, at 8:00 am (London time) on Wednesday, 20 June 2007. The Selling Shareholder, directors, employees and their associates will continue to hold approximately 75% of the Ordinary Shares following the Global Offer (assuming no exercise of the over-allotment option). The Company, Selling Shareholder, each of the Directors and the senior management have agreed to enter into lock-up arrangements, including restrictions and certain exceptions, for periods of 6 - 18 months after Admission. Commenting on today's announcement, Mike Oppenheimer, CEO of Ferrexpo said 'We are delighted by the positive response to Ferrexpo's IPO and wish to take this opportunity to welcome our new shareholders. We are particularly pleased to be the first company from Ukraine to successfully be admitted to the LSE. The support of our shareholders will enable us to continue to develop one of the world's great iron ore assets, and to deliver on our growth strategy.' Any allocations under the Global Offer will be conditional on Admission to listing. All dealings on the London Stock Exchange between commencement of conditional dealings and the commencement of unconditional dealings will be on a 'when issued' basis. If the Global Offer does not become unconditional, all such dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned. JPMorgan Cazenove is Sponsor, Financial Adviser, Global Co-ordinator and Joint Bookrunner and Deutsche Bank is Joint Bookrunner for the IPO. JPMorgan Cazenove is also acting as Stabilising Manager. ENQUIRIES JPMorgan Cazenove Limited Tel: +44 207 588 2828 Ian Hannam Neil Haycock Deutsche Bank AG, London Branch Tel: +44 207 545 8000 John Lydon Nicholas Taylor Finsbury Tel: +44 207 251 3801 James Murgatroyd Robin Walker Alex Simmons Notes to editors Group overview The Group's principal business is the mining, processing and sale of iron ore in the form of pellets for use in the production of steel. The Group's operations are vertically integrated. It processes all the iron ore it mines and produces substantially all the iron ore concentrate it processes. The Group currently has one operating open pit iron ore mine, together with a concentrator and pelletising plant, in the city of Komsomolsk, Poltava region, Ukraine. The Gorishne-Plavninskoe and Lavrikovskoe deposits, which the Group is currently mining, have more than 18 years of reserves at current levels of production, based on 491 million tonnes of proved and probable iron ore reserves. The Group has ready access to and licences in respect of additional iron ore reserves and resources in order to expand its current production of iron ore pellets. It is currently undertaking a feasibility study of the Yeristovskoe iron ore deposit adjacent to the current pit to confirm the most appropriate mining and processing methods to exploit the deposit and the expected returns. This deposit has additional probable reserves of 632 million tonnes of iron ore. Management believes there is significant potential to make fuller use of the existing ore body and production assets to increase mined output and raise pellet production levels. In 2006, the Group produced 8.6 million tonnes of iron ore pellets, compared with 7.8 million tonnes and 7.4 million tonnes in 2005 and 2004, respectively. According to AME Consulting Pty Limited ('AME'), the Group accounted for approximately 50 per cent. of total iron ore imports into Central and Eastern Europe in 2006. The Group expects to increase production to 16 million tonnes of pellets and 3.5 million tonnes of additional saleable concentrate (which the Group currently does not sell) by 2014. The Group is majority owned by The Minco Trust, one of the beneficiaries of which is Kostyantyn Zhevago, a Ukrainian national. Strategy The Group's strategy is to increase its production of iron ore pellets and to enhance overall value for its shareholders. The Group's main strategic driver is to commercialise its significant unexploited iron ore reserves by increasing sales into growing markets for iron ore, extracting value through the Group's advantageous logistical position and its enhanced operational capability. The Group intends to pursue this strategy by: • implementing best practice mine and facilities operations at its facility at Poltava, enhancing efficiency and reducing operating costs; • increasing mine output by optimising the extraction of iron ore from the current Gorishne-Plavninskoe and Lavrikovskoe deposits and developing the nearby Yeristovskoe deposit, and maximising production by upgrading the existing assets to achieve target production levels of 16 million tonnes of pellets and up to 3.5 million tonnes of additional saleable concentrate per annum by the end of 2014; • building on the Group's existing global customer base to grow market share and support the Group's increased production profile; • continuing to develop the Group's logistic capabilities to match its growing production; • reducing the Group's exposure to energy market volatility; and • continuing to evaluate the most appropriate method of maximising the Group's value by accelerating the commercialisation of the Company's extensive undeveloped ore deposits, namely the Belanovskoe and Galeschinskoe deposits (for which the Group has extraction licences) and four further deposits for which it has exploration licences. The Group's options include developing the deposits itself, introducing development partners and the selective early development of the potentially higher grade formations within a given deposit, or a combination thereof. Board of Directors Michael Abrahams, CBE DL (Non-executive Director/Chairman) Mr Abrahams was appointed to the Board of the Company on 1 June 2007. Mr Abrahams is also Chairman of the London Clinic, Kingston Communications (Hull) plc, Prudential Staff Pension Limited and Amteus plc. He was Deputy Chairman of Prudential plc until May 2000 and has served as chairman and as a director of a number of quoted and unquoted companies including John Waddington and Cavaghan and Gray. Mr Abrahams was educated at Shrewsbury and Worcester College, Oxford. Michael Oppenheimer (Chief Executive Officer/Executive Director) Mr Oppenheimer joined the Group in August 2005 as Chief Executive Officer. Mr Oppenheimer has global executive leadership experience across a number of resource industries, in both the mining and petroleum sectors. He was President of BHP Billiton Energy and a member of the BHP Billiton Executive Committee until July 2004 and prior to that President of BHP Billiton Energy Coal. Before the BHP merger with Billiton, Mr Oppenheimer held a number of positions with BHP , including President BHP Coal, President North West Shelf & Gas Commercialisation and membership of the BHP Petroleum Executive Committee. Mr Oppenheimer has been a director of Richards Bay Coal Terminal, International Colombia Resources Corporation, QCT Resources Ltd. and the World Coal Institute and was a Member of the Coal Industry Advisory Board of the IEA. He graduated from the University of Cape Town (BSc Chem Eng - First Class Honours). Dennis McShane (Executive Director and Director of finance and strategic development) Mr McShane joined the Group in September 2004 as director of finance and strategic development. In this role he is responsible for the Group's international capital markets activities. He has also advised the Group on the recruitment of senior executives and on corporate restructuring. Prior to joining the Group, Mr McShane was an investment banker with JPMorgan Chase. Over his 25 year career with the bank, he gained extensive experience in the mining and metals sector and emerging markets, his last position being Head of Mining & Metals in JPMorgan Chase's Sydney office. In addition, he has also worked in New York, Johannesburg and London. He graduated from Harvard Business School (PMD) and the State University of New York (BA - Honours). Kostyantyn Zhevago (Non-executive Director) Mr Zhevago has over nine years of managerial experience. (Mr Zhevago has been a member of the Ukrainian Parliament since 1998 and is a member of the 'Yuliya Timoshenko Block' political faction. He is currently a member of the Parliamentary Committee on Law Policy and Co-Chairman of the Parliamentary Group for Inter-Parliamentary Relations with Japan. Since 2002, Mr Zhevago has been a member of the permanent delegation of the Ukrainian Parliament in the Parliamentary Assembly of the European Council and a member of the Ukrainian faction of the Committee for Parliamentary Co-operation between Ukraine and the European Union.) He has previously served as Chairman of the management board and Deputy Chairman of the supervisory board of CJSC Commercial Bank Finance and Credit ('Finance and Credit Bank') and as a member of the supervisory board of JSC Ukrnafta. Between 1993 and 1996, Mr Zhevago was financial director of Finance and Credit Bank. Mr Zhevago graduated from the Kyiv State Economic University in 1996, specialising in international economics. Raffaele (Lucio) Genovese (Independent Non-executive Director) Mr Genovese was appointed to the Board of the Company on 1 June 2007. He is also the Chief Executive Officer of Nage Capital management, a Swiss-based advisory and proprietary company specialising in the metals and mining sector. He has previously served as Investment Officer and a member of the board of Taj Investment Ltd. with responsibility for its Indian public and private investment portfolio. Prior to that, he held a number of positions with Glencore International, including Senior Member of the Copper Division, CEO of CIS Operations and Manager of the Moscow office and Trader in the Ferrous Division and was an Assistant Manager in the Audit Division of PricewaterhouseCoopers in South Africa. He is qualified as a Chartered Accountant (South Africa). Wolfram Kuoni (Independent Non-executive Director) Mr Kuoni was appointed to the Board of the Company on 1 June 2007. Mr Kuoni is the founder and senior partner of KUONI Attorneys at Law, Zurich, Switzerland (established in 2005) and serves on a number of boards of directors. He has over 12 years of experience in investment banking. Prior to 2005, he held a number of positions within UBS Investment Banking (Zurich and New York), including in Equity Capital Markets, M&A and as head of the Export and Project Finance Team. He also originated and structured cross-border acquisitions and equity capital markets transactions. Mr Kuoni graduated with a law degree from the University of Berne and also holds a Ph.D. in law from the University of Zurich and an MBA from INSEAD in France. He is a member of the Zurich and Swiss bar. Ihor Mitiukov (Independent Non-executive Director) Mr Mitiukov was appointed to the Board of the Company on 1 June 2007. Mr Mitiukov is the General Director of the Financial Policy Institute, a Ukrainian non-governmental organisation. From 2002 to 2005, Mr Mitiukov served as Extraordinary and Plenipotentiary Ambassador of Ukraine in the United Kingdom. He also represented Ukraine in the International Maritime Organisation. From 1997 to 2001 he served as Minister of Finance of Ukraine and from 1995 to 1997 as Ukraine's Special Representative (with Vice-Prime Ministerial status) to the European Union in Brussels. In 1994, he was successively Deputy Governor of the National Bank of Ukraine and Vice-Prime Minister of Ukraine for banking and finance. Prior to that, he held various positions at Agrarian-Industrial Bank Ukraina, before being appointed as its Deputy Governor in 1992. Mr Mitiukov graduated from the Cybernetics Department, Kyiv State University and has a Ph.D. in Economics (1985) from the Institute of Economy, Academy of Sciences (Ukraine). In connection with the Global Offer, JPMorgan Cazenove Limited, as stabilising manager may (but will be under no obligation to) over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Global Offer or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Such stabilisation activities may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional trading and ending no later than 30 calendar days thereafter. However, there is no obligation on JPMorgan Cazenove Limited or any of its agents to effect stabilising transactions and there can be no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Except as required by law or regulation above, JPMorgan Cazenove Limited does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer. The Company and a shareholder in the Company (the 'Over-allotment Shareholder') will grant JPMorgan Cazenove Limited, as stabilising manager, the Over-allotment Option pursuant to which JPMorgan Cazenove Limited may require the Over-allotment Shareholder to sell existing Ordinary Shares and the Company to issue new Ordinary Shares at the Offer Price to cover over-allotments, if any, made in connection with the Global Offer and to cover any short positions resulting from stabilisation transactions. The number of Ordinary Shares to be subject to the Over-allotment Option is, in aggregate, expected to be up to 7 per cent. of the total number of Ordinary Shares to be issued in the Global Offer (before any exercise of the Over-allotment Option). The Over-allotment Option may be exercised from the date of the commencement of conditional trading for a period of 30 calendar days thereafter, provided that it may only be exercised to the extent that Ordinary Shares have been over-allotted. This announcement has been prepared and issued by Ferrexpo AG and is the sole responsibility of Ferrexpo AG, and has been approved solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000 ('FSMA') by JPMorgan Cazenove Limited of 20 Moorgate, London EC2R 6DA. JPMorgan Cazenove Limited is authorised and regulated in the United Kingdom by the Financial Services Authority. Deutsche Bank AG is authorised under German banking Law (competent authority: BaFin - Federal Financial Services Authority) and with respect to UK commodity derivatives business by the Financial Services Authority, and is regulated by the Financial Services Authority for the conduct of UK business. JPMorgan Cazenove Limited and Deutsche Bank AG, London Branch are acting exclusively for Ferrexpo in relation to the Global Offer and no one else and will not be responsible to anyone (whether or not a recipient of this announcement) other than Ferrexpo for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction or matters referred to herein. This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States or any jurisdiction where such announcement would be unlawful. This announcement does not constitute or form part of any offer of securities or any invitation to sell or issue securities or constitute an invitation or solicitation of any offer to purchase or subscribe for any securities of Ferrexpo or the Group and any acquisition of or application for the Ordinary Shares pursuant to the Global Offer should be made solely on the basis of the information contained in the prospectus to be issued by Ferrexpo PLC in due course in connection with the Global Offer. This announcement does not contain or constitute or form part of an offer of securities for sale in any jurisdiction, including the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless they are registered under the Securities Act or pursuant to an available exemption therefrom. No public offering of the Ordinary Shares is being made in the United States. The Global Offer and the distribution of this announcement and other information in connection with the Global Offer may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Some of the statements made in this announcement may include forward-looking statements which reflect Ferrexpo's or, as appropriate, its directors' current views with respect to financial performance and business strategy and plans and objectives of management for future operations of the Group (including development plans relating to the Group's products and services). These statements include forward looking statements both with respect to the Group and the sectors and industries in which the Group operates. By their nature, all forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. Any forward-looking statements in this document reflect Ferrexpo's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Forward-looking statements may and often do differ materially from actual results. These forward-looking statements speak only as of the date of this announcement. Subject to any obligations under the prospectus rules, listing rules and disclosure and transparency rules made by the Financial Services Authority under Part VI of FSMA, and save as required by law, Ferrexpo undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, any change in its expectations or otherwise. All subsequent written and oral forward-looking statements attributable to Ferrexpo, or individuals acting on behalf of Ferrexpo, are expressly qualified in their entirety by this paragraph. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. - ends - This information is provided by RNS The company news service from the London Stock Exchange

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