MGNT.L Regulatory News (MGNT)

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by law.  The distribution of this announcement 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.

 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.  The shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act.  The offer and sale of the shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan.  Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  There will be no public offer of the shares in the United States, Australia, Canada or Japan or elsewhere.

 

Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is sent and addressed to and directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is sent and distributed to and directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and the shares will only be available to, and any investment activity to which this announcement relates will only be engaged in with, such persons and it should not be relied on by anyone other than such persons.

 

THIS ANNOUNCEMENT AND MATERIALS CONYAINED IN IT ARE PROVIDED EXCLUSIVELY FOR THE INFORMATION AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE SECURITIES IN ANY JURISDICTION INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT, PRIOR TO ITS PUBLIC DISCLOSURE, IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

 

 

 

 

Press Release

Krasnodar

November 14, 2017

 

Magnit Announces the Results of the BOD Meeting

 

Krasnodar, November 14, 2017: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on November 14, 2017.

 

Please be informed that on November 14, 2017 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of November 14, 2017).

 

The meeting agenda:

 

Determination of the price of the related party transaction. Approval of the conclusion of the related party transaction. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by PJSC "Magnit".

 

The following BOD members were present: V. Gordeychuk, S. Galitskiy, K. Pombukhchan, A. Shkhachemukov.

 

A. Aleksandrov, D. Chenikov and A. Pshenichniy provided their written opinions on the items of the agenda of the BOD meeting of PJSC "Magnit".

 

The number of the BOD members participating in the meeting, including written opinions of A. Aleksandrov, D. Chenikov and A. Pshenichniy amounts to not less than half of the number of the BOD members determined by the Charter of the Company.

 

Quorum to hold the BOD meeting with this agenda is present.

 

Voting Results:

 

Items 1-2:

 

V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "did not participate in voting", D. Chenikov - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".

The decisions were made.

 

Item 3:

 

V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "for", D. Chenikov - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".

The decision was made.

 

 

 

 

 

 

Content of the decisions and voting results:

 

Item 1 on the agenda:

 

According to articles 77 and 83 of the Federal law No. 208-FZ as of December 26, 1995 "On Joint Stock Companies", to decide that the amount of obligation of the Company, and, accordingly, the price (money value) of the Company's property, which can be directly or indirectly disposed by the Company as a result of conclusion of the related transactions which are:

 

(1) the Company Support Deed (hereinafter - the "Company Support Deed"), the parties (beneficiaries) to which are (a) Merrill Lynch International, VTB Capital plc and/or their affiliates, and other entities which may be specified in the Block Trade Agreement (as defined below) acting as managers (hereinafter jointly - the "Managers"), (b) Company, (c) Lavreno Limited and (d) other entities covered by Indemnity under the Company Support Deed, related to the Block Trade Agreement between Lavreno Limited, Merrill Lynch International and VTB Capital plc (hereinafter - the "Block Trade Agreement"), and

 

(2) other transactions, agreements and documents under the Company Support Deed and the "Block Trade Agreement" (jointly with the Company Support Deed and the Block Trade Agreement - the "Transaction"),

 

shall be determined on the basis of the Company's obligations under the Company Support Deed, including the Company's obligations for payments in accordance with the articles 6 and 8 of the Company Support Deed.

To determine that the amount of obligations of the Company, and, accordingly, the price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the Transaction shall not exceed 11,377,681,817 (eleven billion three hundred and seventy seven million six hundred and eighty one thousand eight hundred and seventeen rubles 00 kopecks) rubles which amounts to 9.99 (nine point nine nine) percent of the book value of the Company's assets determined by its accounting report prepared in accordance with RAS as of the last reporting date (September 30, 2017).

 

Item 2 on the agenda:

 

According to article 83 of the Federal Law No. 208-FZ as of December 26, 1995 "On Joint-Stock Companies", to agree to execute the following linked related party transactions (hereinafter jointly - the "Transaction") by the Company:

 

(А) the Company Support Deed (hereinafter - the "Company Support Deed") related to the Block Trade Agreement between Lavreno Limited, Merrill Lynch International and VTB Capital plc (hereinafter - the "Block Trade Agreement") on the following material terms and conditions:

 

Parties and beneficiaries: (a) Merrill Lynch International, VTB Capital plc and/or their affiliates or other entities, which may be specified in the Block Trade Agreement as managers (hereinafter jointly - the "Managers"), (b) the Company, (c) Lavreno Limited and (d) other entities covered by Indemnity under the Company Support Deed.

 

Subject: in accordance with the Company Support Deed, the Company:

 

1) provides certain Representations and Warranties in favor of the Managers, including those related to the following main categories (1) the reliability of information disclosed by the Company in connection with the offering of the Company's shares and information provided by the Company to the Managers; (2) reliability of the financial statements of the Company and its subsidiaries (hereinafter - the "Group"); (3) the legal status, legal conditions, powers of the Company and the companies of the Group; (4) the charter capital and the shares in the Company and companies of the Group; (5) the transaction (transactions) on the offer of shares in the Company to the Russian and foreign investors; (6) business and other operations of the Group and its financial position; (7) compliance with the legislation on taxes and fees by the Group; and (8) compliance with the requirements of applicable law, including legislation of Russia, the United States, and the United Kingdom by the Group and its officials.

 

2) accepts obligations to indemnify the Managers and other entities covered by the Indemnity clause under the Company Support Deed occurred to the above persons due to including but not limited to sale of shares in the Company under the Block Trade Agreement;

 

3) accepts obligations to pay remuneration to the Managers determined under market conditions, including costs and expenses reimbursed to the Managers;

 

4) accepts obligations to refrain from sale, disposal, encumbrance and other disposition of the Company's ordinary shares within a period determined by the Company Support Deed;

 

5) accepts other obligations related to the offering of the Company's shares to Russian and foreign investors.

 

Price: is determined on the basis of the Company's obligations under the Company Support Deed including Company's obligations for payments in accordance with the articles 6 and 8 of the Company Support Deed.

 

Related party to the transaction: Galitskiy Sergey Nikolayevich.

 

Basis of being considered a related party: Galitskiy Sergey Nikolayevich holds a position of the Chief Executive Officer, the Chairman of the Management Board and the Member of the Board of PJSC "Magnit" Directors. He is also a controlling person of Lavreno Limited.

Lavreno Limited is the party and the beneficiary under the Block Trade Agreement connected with the Company Support Deed.

 

(B) other transactions, agreements and documents specified by the Company Support Deed and the Block Trade Agreement.

 

Price (money value) of the Company's property, which can be directly or indirectly disposed by the Company (the amount of the Company's obligations) under the Transaction, was determined by the decision of this Board meeting on the first item of the agenda based on the obligations of the Company under the Company Support Deed including obligations of the Company for payments in accordance with the articles 6 and 8 of the Company Support Deed.

 

Price (money value) of the Company's property, which can be directly or indirectly disposed by the Company (the amount of the Company's obligations) under the Transaction shall not exceed 11,377,681,817 (eleven billion three hundred and seventy seven million six hundred and eighty one thousand eight hundred and seventeen rubles 00 kopecks) rubles which amounts to 9.99 (nine point nine nine) percent of the book value of the Company's assets determined by its accounting report prepared in accordance with RAS as of the last reporting date (September 30, 2017).

 

Item 3 on the agenda:

 

To recommend to the sole executive body of PJSC "Magnit" which is the sole shareholder of JSC "Tander", to make the following decision at the realization of the voting right on JSC "Tander" shares owned by PJSC "Magnit":

 

Under the article 14.2. of the Charter of JSC "Tander" to approve the conclusion of the Deed of Indemnity (hereinafter - the "Deed of Indemnity") by JSC "Tander" (hereinafter - the "Indemnifying Company"). Parties to the Deed of Indemnity (beneficiaries) are (a) Merrill Lynch International and VTB Capital plc and/or their affiliates or other entities which may be specified in the Block Trade Agreement (as defined below) acting as managers; (b) the Indemnifying Company, (c) Company, (d) Lavreno Limited and (e) other entities covered by Indemnity under the Deed of Indemnity. The Deed of Indemnity is concluded in connection with the Block Trade Agreement between Lavreno Limited, Merrill Lynch International and VTB Capital plc (hereinafter - the "Block Trade Agreement") and the Company Support Deed (hereinafter - the "Company Support Deed") between PJSC "Magnit", Merrill Lynch International and VTB Capital plc.

 

The Deed of Indemnity for the Indemnifying Company is (а) a transaction related to disposal or potential direct or indirect disposal of property, the cost of which amounts to more than 5 (five) percent of the balance sheet value of assets of the Indemnifying Company, its subsidiaries, the Company (to which the Indemnifying Company is a subsidiary) as well as other subsidiaries of the Company ("the Group"), determined by the latest consolidated IFRS financial statements of the Group and (b) major transaction related to the disposal or potential direct or indirect disposal of the property, the cost of which amounts to more than 50 percent of the balance sheet value of assets of the Indemnifying Company, determined by the accounting reports as of the last reporting date (September 30, 2017) under the following material terms and conditions:

 

Parties and beneficiaries: (a) Merrill Lynch International, VTB Capital plc and/or their affiliates or other entities which may be specified in the Block Trade Agreement as the managers, (hereinafter jointly - the "Managers"), (b) the Indemnifying Company, (c) the Company, (d) Lavreno Limited and (e) other entities covered by Indemnity under the Deed of Indemnity.

 

Subject: in accordance with the Deed of Indemnity the Indemnifying Company:

1) accepts obligations to indemnify the Managers and other entities covered by the Indemnity clause under the Deed of Indemnity occurred to the above persons due to including but not limited to sale of shares in the Company under the Block Trade Agreement and due to the Company Support Deed;

Price is to be determined on the basis of the obligations of the Indemnifying Company under the Deed of Indemnity including the obligation of the Indemnifying Company for payments in accordance with the article 2 of the Deed of Indemnity.

 

 

For further information, please contact:

 

Timothy Post	Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600
Dina Svishcheva	Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-4554 x 15101
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, 2017, Magnit operated 36 distribution centers and 15,697 stores (11,743 convenience, 432 hypermarkets and 3,522 drogerie stores) in 2,664 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the reviewed IFRS consolidated financial statements for 1H 2017, Magnit had revenues of RUB 555 billion and an EBITDA of RUB 49 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.