Jan. 18, 2018
Nutrien Ltd. ("Nutrien") announced that its wholly-owned subsidiary, Potash Corporation of Saskatchewan Inc., intends to sell 176,088,630 ordinary shares (the "Shares") of Israel Chemicals Ltd. ("ICL") - or 100% of Nutrien's total stake - in a private secondary offering, subject to customary closing conditions. The offering is expected to close on January 23, 2018 (Israel). Nutrien expects to receive approximately US$700 million of net proceeds from the sale of the Shares.
The offering of the Shares has not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Shares will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.
No sales of Shares are intended to be made to any person that, after giving effect to the offering, results in such person or its affiliates becoming a beneficial owner of more than 5% of the outstanding ordinary shares of ICL. By participating in the offering, each purchaser of ordinary shares is deemed to represent and warrant to the selling shareholder that, immediately after giving effect to the offering, neither it nor any of its affiliates (acting alone or as a part of any group (within the meaning of Section 13(d) of the Exchange Act) will (1) become a beneficial owner (as defined pursuant to Rule 13d-3 or Rule 13d-5 under the Exchange Act) of more than 5% of the outstanding ordinary shares of ICL as of the date of the offering or (2) be required to be filed a Schedule 13D or Schedule 13G with the U.S. Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.
Nutrien is the world's largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute over 25 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.