Contact Information: Contacts: In China: John Layburn Chief Strategy and Compliance Officer China Tel: 86-10-8438 1031 john.layburn@agriacorp.com In the U.S.: David Pasquale Senior Vice President U.S. Tel: +914-337-1117 david.pasquale@agriacorp.com
Agria Intends to Participate in PGG Wrightson's Rights Issue and Purchase Convertible Redeemable Notes
| Source: Agria Corporation
BEIJING--(Marketwire - November 19, 2009) - Agria Corporation (NYSE : GRO ) (the "Company" or
"Agria"), today announced its intention to participate in PGG Wrightson's
(NZX ticker PGW) fully underwritten pro rata renounceable rights issue.
PGG Wrightson announced today its intention to raise NZ$180.7 million
through a fully underwritten pro rata renounceable rights issue. PGG
Wrightson's shareholders will be entitled to subscribe for nine new shares
for every eight shares held by such shareholders on the record date of
November 26, 2009. The issue price for the new shares is NZ$0.45 per share.
A Simplified Disclosure Prospectus for the issue has been registered by PGG
Wrightson with the New Zealand Companies Office and is available on its
company's website www.pggwrightson.co.nz. Copies of the prospectus will be
mailed to eligible PGG Wrightson shareholders from November 27, 2009 to
November 30, 2009.
Agria will be eligible to participate in the rights issue with respect to
the 41.1 million shares it will receive by way of the placement announced
on October 16, 2009, which will entitle Agria to subscribe for 46.2 million
shares in the rights offer at an aggregate price of NZ$20.8 million.
The share issue and related agreements will result in a realignment of
shareholdings between PGG Wrightson's existing cornerstone shareholders,
Rural Portfolio Investments Limited (RPI) and Pyne Gould Corporation
Limited (PGC), and Agria.
RPI currently has a shareholding of 27.5 percent and has undertaken to sell
to Agria 56.8 million of the rights due to it under the rights issue. Agria
intends to take up these rights at an aggregate issue price of NZ$25.6
million. Of their remaining rights, RPI has indicated to PGG Wrightson that
they will take up at least 2.7 million rights. Upon completion of the
rights issue, it is expected that RPI will have an equity interest of at
least 11.8 percent in PGG Wrightson.
PGC, which currently has a shareholding of 20.7 percent of PGG Wrightson,
has committed to take up all of its entitlement under the issue. Upon
completion of the issue, PGC will have an equity interest of approximately
18.3 percent in PGG Wrightson. The reduction from the present holding of
20.7 percent to 18.3 percent reflects dilution resulting from the placement
of PGG Wrightson shares to Agria referred to above.
As a result of Agria's participation in the rights issue and intention to
exercise rights purchased from RPI, Agria is expected to reach a
shareholding of 19.0 percent in PGG Wrightson. Agria will be entitled to
nominate up to two directors to PGG Wrightson's Board following the
completion of the rights offer.
Agria also intends to subscribe for convertible redeemable notes (CRNs) in
PGG Wrightson to the amount of approximately NZ$32.5 million. The CRNs
placement is expected to be completed in January 2010. The proceeds from
the CRNs will be invested as new capital into PGG Wrightson Finance
Limited, a wholly-owned subsidiary of PGG Wrightson, to enhance its
regulatory capital and provide greater liquidity for its future growth.
The New Zealand Government has approved Agria's investment, following a
review by the New Zealand Overseas Investment Office.
About Agria Corporation
Agria Corporation (NYSE : GRO ) is an innovative China-based agri-solutions
provider focusing on research and development, production and distribution
of three different types of upstream agricultural products. Its diversified
portfolio of products comprises corn seeds, sheep breeding and seedlings,
including proprietary products. For more information about Agria
Corporation, please visit www.agriacorp.com.
Safe Harbor Statement:
This announcement contains forward-looking statements. These statements
are made under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "confident" and
similar statements. Agria may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange
Commission on Forms 20-F and 6-K, etc., in its annual report to
shareholders, in press releases and other written materials and in oral
statements made by its officers, directors or employees to third parties.
Statements that are not historical facts, including statements about
Agria's beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties. A
number of important factors could cause actual results to differ materially
from those contained in any forward-looking statement. Potential risks and
uncertainties include, but are not limited to, those risks outlined in
Agria's filings with the U.S. Securities and Exchange Commission. All
information provided in this press release is as of the date of this
announcement unless otherwise stated, and Agria does not undertake any
obligation to update any forward-looking statement, except as required
under applicable law.