11 Nov 2016 14:02
PJSC MAGNIT - Execution of Related Party TransactionPJSC MAGNIT - Execution of Related Party Transaction
PR Newswire
London, November 11
Press Release
Krasnodar
November 11, 2016
PJSC “Magnit” Announces the Execution of the Related Party Transaction
Krasnodar, Russia (November 11, 2016): Magnit PJSC, one of Russia’s leading retailers (the “Company”, the “Issuer”; MOEX and LSE: MGNT), announces the execution of the transaction on November 11, 2016.
| Type of transaction: related party transaction; material transaction which is not major. | |
| Subject of transaction: Provision by the Issuer of the guarantee under the Credit agreement No. KRD/RK/008/16 as of November 11, 2016 (hereinafter – the “Principal agreement”) executed between Public Joint Stock Company “ROSBANK” (hereinafter – the “Bank”) and JSC “Tander” (hereinafter – the “Debtor”). | |
| Content of transaction: | |
In accordance with the guarantee agreement the Guarantor shall be liable to the Bank jointly with the Debtor for the fulfillment of all and any obligations by the Debtor arising under or in connection with the Principal agreement, including but not limited to the obligation for payment of the amount of the principal debt, interest, any other payments, fees and refunds, reimbursement (payment) of documented costs, as well as interest, penalties (fees) of the Bank related to the protection and observance of the Bank’s rights under the Principal agreement and/or the delay in fulfillment. 1. Under the Principal agreement the Bank shall open the revolving credit line for the Debtor for the amount not exceeding 20,000,000,000.00 (Twenty billion) Russian rubles or the equivalent of this amount in US dollars or Euros at the rate of the Bank of Russia on the terms and conditions set forth in the Principal agreement. 2. The credit shall be provided in the form of individual credits under the Principal agreement. 3. The date of full credits repayment under the Principal agreement shall be not later than August 1, 2017. 4. The interest rate for the credit use shall not exceed 30.0 (Thirty) percent per annum. 5. The Bank shall be entitled to unilaterally increase/decrease the interest rate for the credit use within the limits set forth by the Principal agreement. 6. Other conditions, procedure of granting and repayment of the credit, interest and other payments shall be determined by the Principal agreement. | |
| Deadline for fulfillment of obligations under the transaction: The guarantee is provided for the period until August 1, 2018 inclusive. Parties and beneficiaries under the transaction: The Bank - Public Joint Stock Company “ROSBANK”; The Guarantor - Public Joint Stock Company “Magnit”; The Debtor (Beneficiary) – Joint Stock Company “Tander”. | |
| The amount of the transaction in the monetary value and as a % of the asset value of the issuer: The limit of the Guarantor’s total liability to the Bank for the fulfillment of obligations by the Debtor under the Principal agreement shall not exceed 26,000,000,000.00 (Twenty six billion) rubles, which amounts to 21.3109% of the balance sheet assets of the issuer. | |
| Asset value of the issuer as of the closing date of the accounting period preceding the execution of the transaction: 122,003,275 thousand rubles | |
| Date of the transaction execution: November 11, 2016 | |
| Parties interested in the execution of the transaction by the issuer: Joint Stock Company “Tander” (JSC “Tander”) Location: 185, Levanevskogo street, Krasnodar, Russia The share of the interested party in the charter capital of the issuer: 0.014225% The share of securities of the issuer owned by the interested party: 0.014225% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and is a beneficiary of the transaction; its affiliate (PJSC “Magnit”) owns more than 20% of the legal entity (JSC “Tander”), which is a beneficiary of the transaction. "Magnit" Joint-Stock Non-Government Pension Fund (“Magnit” JSNPF) Location: office 1, letter B, 95 Moskovskaya street, Krasnodar, Russian Federation The share of the interested party in the charter capital of the issuer: 0.137037% The share of securities of the issuer owned by the interested party: 0.137037% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: LAVRENO LIMITED Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.222977% The share of securities of the issuer owned by the interested party: 0.222977% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: Krasfin Invest Limited Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, 1075, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.2876% The share of securities of the issuer owned by the interested party: 0.2876% The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer’s (PJSC “Magnit”) shares, and its affiliate: Information on the approval of the transaction: The transaction was approved by the General shareholders meeting of June 2, 2016 (minutes of the AGM of PJSC “Magnit” w/o No. of June 3, 2016). |
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
Company description:
Public Joint Stock Company “Magnit” is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of September 30, 2016, Magnit operated 33 distribution centers and 13,364 stores (10,138 convenience, 407 hypermarkets and 2,819 drogerie stores) in 2,436 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H 2016, Magnit had revenues of RUB 522 billion and an EBITDA of RUB 52 billion. Magnit's local shares are traded on the Moscow Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.