Valinor Public Limited - Dom Maklerski BZ WBK SA

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non-operational irrigation systems; (v) fundingincreases in working capital required as a result ofexpansion of the Group's land portfolio and due toexpansion of storage and production capacity; and (vi)other general corporate purposes.The Selling Shareholder has, in the Sberbank Use ofProceeds Agreement and the Alfa Bank Ukraine Use ofProceeds Agreement, agreed to use the proceeds of thesale of the Sale Shares to repay certain indebtednessunder loan agreements granted to members of theFormer Group, who are not members of the Group, butsecured by pledges over certain of the Existing Shares.Dividends and dividend policySettlement and delivery of theOffer SharesThe Board of Directors intends that in the foreseeablefuture the Company will re-invest any net earnings tofinance the development of its business and landacquisitions. Upon completion of announced plans andwhere, following due repayment of debt obligations,further suitable business development opportunities donot exist or are not open to the Company, the Board ofDirectors intends to introduce a dividend policy toprovide for the distribution of net earnings to the extentthat the Company’s net cash flow exceeds theCompany’s operating and business development needs.All the Shares will be registered with and clearedthrough the NDS.Immediately after the allotment and the registration ofthe Offer Shares with the NDS, the Offer Shares willbe posted in the securities accounts of investorsdesigned in the depository instruction.Selling Shareholder VML, holding 31,500,000 Shares representingapproximately 90% of the issued share capital prior tothe Offering.Lock-upThe Company and the Selling Shareholder will eachundertake that, without the Managers’ prior writtenconsent, they will not issue, offer, sell, enter into salecontracts, pledge or otherwise transfer or dispose of theShares or other equity securities or securities entitlingthe holder to acquire shares in the Company’s sharecapital, or announce its intention to sell the Shares orsuch other securities within a lock-up period of 180days commencing on the date of the Company’sadmission to trading and official listing on the mainmarket of the WSE.- 21 -
Securities codeManagersConsultantUnderwriter responsible fordrawing up the ProspectusISIN code: CY0102050311.Deutsche Bank AG, London Branch as a Joint GlobalCoordinator and Joint Bookrunner, Troika Dialog as aJoint Global Coordinator and Joint Bookrunner andDom Maklerski BZ WBK S.A. as Domestic LeadManager and Offering Broker.InvestoHills Capital.The Cyprus Investment and Securities CorporationLimited (CISCO).- 22 -
Page 3 and 4: and is only directed at qualified i
Page 5 and 6: Pending exercise of the call option
Page 7 and 8: CONSENTS ..........................
Page 9 and 10: History and Development of the Grou
Page 11 and 12: Maintain focus on crop production:
Page 13 and 14: Summary of Risk FactorsBefore inves
Page 15 and 16: • Infrastructure in Russia and Uk
Page 17 and 18: Capitalisation and Indebtedness of
Page 19 and 20: (4) Pursuant to the terms of the De
Page 21 and 22: Summary of Financial and Operating
Page 23 and 24: Year ended 31 December2010 2009 200
Page 25 and 26: THE OFFERThe CompanyThe OfferingOve
Page 27: Until 20 July 2011 - Submission of
Page 31 and 32: Russia and Ukraine where climate co
Page 33 and 34: collateral that secures its indebte
Page 35 and 36: uckwheat products were subject to e
Page 37 and 38: moratorium is lifted, the Group may
Page 39 and 40: Financial Condition and Results of
Page 41 and 42: As at 31 December 2010, out of appr
Page 43 and 44: The Group may not be able to accura
Page 45 and 46: Dividends from Ukrainian Subsidiari
Page 47 and 48: Increased competition in the Russia
Page 49 and 50: tensions in the region could negati
Page 51 and 52: Weaknesses relating to the Russian
Page 53 and 54: year preceding the year when the fi
Page 55 and 56: year. The tax audits may also impos
Page 57 and 58: ecome effective from 1 January 2011
Page 59 and 60: The reversal of reform policies or
Page 61 and 62: entity, under Russian law the party
Page 63 and 64: government or rejection or reversal
Page 65 and 66: elevant statement to that effect wi
Page 67 and 68: Risks Relating to the SharesExercis
Page 69 and 70: PERSONS RESPONSIBLEThis Prospectus
Page 71 and 72: NO INCORPORATION OF WEBSITE INFORMA
Page 73 and 74: PRESENTATION OF FINANCIAL AND OTHER
Page 75 and 76: In this Prospectus, certain stateme
Page 77 and 78: EXCHANGE RATE INFORMATIONThe Group
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at least 25% of the Shares plus one
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CAPITALISATION AND INDEBTEDNESS OF
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(4) Pursuant to the terms of the De
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Year ended 31 December2010 2009 200
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and equipmentOperating profit/(loss
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are applied equally to the reportab
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the subsidiaries were originally ac
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The Group’s current policy is gen
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The Group’s inability to export g
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also led to a decline in real dispo
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Agricultural produce harvested from
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subsidies and livestock subsidies.
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in respect of temporary differences
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Year ended 31 December2010 2009 Cha
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Sales(intonnes)Year ended 31 Decemb
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million for the year ended 31 Decem
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The Russian operations accounted fo
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Due to more favourable currency exc
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expense. For the year ended 31 Dece
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the remaining approximately 37.2% a
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The following table sets out a brea
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Russian operations recorded a 16.9%
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Change in allowance for irrecoverab
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Ukrainian farm. The difference betw
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significant decrease in inventories
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For the year ended 31 DecemberNet i
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The principal sources of funding fo
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Minimum lease payments Present valu
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Agricultural products price riskThe
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2010CarryingamountContractualamount
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The table below summarises key macr
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The Global Agricultural MarketRenew
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Rising Life ExpectancyAverage life
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Global Production and Stock LevelsT
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World market prices for major food
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food-insecure people will not impro
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Poland 16 13World 4,884 1,381______
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or biofuel. Wheat is also planted t
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Agricultural yearBarley production
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Corn is the third largest fodder cr
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In Ukraine, strong demand and relat
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unemployment rate increased from 6.
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cadastral valuation of the leased l
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of Agricultural Product, Raw Materi
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State Price ControlPrice Control in
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According to the Ukrainian State Su
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The Group’s headquarters in Russi
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(“Russian Agricultural Bank”),
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BUSINESSOverviewThe Valinor Group i
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Optimal Product MixValinor has deve
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In addition, the Group plans to imp
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The Group’s current portfolio of
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Cypriot and non-Cypriot residents D
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• The Southern cluster, comprisin
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CountryTotallandundercontrol,haLand
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affected if its land lease agreemen
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52,000 hectares of new land and suc
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the biggest Russian and internation
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Oilseeds 1.7 1.7 1.6 1.8 2.0 1.4 2.
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The Group’s agronomists assess th
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ecomes the property of the lessor.
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the terms of transportation on an a
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Products sold (as a percentage of t
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Group introduces an in-house tradin
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costs. Historically, the Group has
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alance was applied to working capit
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(approximately USD 2,460,630 millio
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Placement AgreementThe Company has
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Russian and Ukrainian insurance ind
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Business and Industry - The Group d
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SHAREHOLDERSShareholdersThe below t
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Board of DirectorsMANAGEMENT AND CO
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Andrey Sizov, 35, is an independent
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Further Information on the Board of
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Board CommitteesIn addition to the
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NameEduard KurochkinAlexandr Lavrin
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RELATED PARTY TRANSACTIONSIn the or
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through the purchase of agricultura
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Loans to the GroupPrior to the Rest
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CERTAIN CYPRIOT AND POLISH SECURITI
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Pursuant to Article 4(2)(e) of the
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company listed on a regulated marke
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possible and in any event, within t
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Violation of the prohibition on the
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(r)holds at least 5%, 10%, 15%, 20%
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If a shareholder exceeds the 33% th
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Additionally, Article 75 of the Pol
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made in writing within three months
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(aa) publish, at the issuer’s or
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DESCRIPTION OF THE SHARESIntroducti
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• A right to pledge, charge, gran
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No distribution of dividends may be
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determine. Special meetings of shar
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appointed for holding the meeting,
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Director’s RemunerationThe shareh
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immovable property situated in Cypr
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Withholding TaxesNo withholding tax
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life interest centre) in Poland; or
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Notwithstanding the above, the Poli
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provision will come into effect on
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TERMS AND CONDITIONS OF THE OFFERIN
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announcement pursuant to section 27
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The final number of Offer Shares an
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The minimum allotment in the Offeri
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Investors should consider that sinc
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Stabilisation and the Over-Allotmen
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TRANSFER AND SELLING RESTRICTIONSNo
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CERTAIN DEFINITIONS“Adjusted EBIT
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“Offering Broker”“EBRD” The
Page 303 and 304:
“Petrocommerce Bank”“Placemen
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“Valars Agro”“Valars Group”
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CONSENTSThe following parties, The
Page 309 and 310:
Prospectus of Valinor Public Limite
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Clifford Chance, Janicka, Krużewsk
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Board of DirectorsValinor Public Li
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INDEPENDENT AUDITORSDeloitte Limite
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VALINOR PUBLIC LIMITEDAND ITS SUBSI
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VALINOR PUBLIC LIMITED AND ITS SUBS
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INDEPENDENT AUDITORS’ REPORTTo th
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INDEPENDENT AUDITORS’ REPORT (CON
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VALINOR LIMITED AND ITS SUBSIDIARIE
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RESPONSIBILITY STATEMENTThe Company
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RESPONSIBILITY STATEMENTThe Underwr
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Name Address Date ofestablishmentRe
Page 391 and 392:
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THE COMPANYValinor Public LimitedSt
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Valinor Public Limited - Dom Maklerski BZ WBK SA

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