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MAGNIT PJSC: Correction of the Previously Published Press Release Announcing the Execution of the Major Transaction

15 Nov 2017 05:39

MAGNIT PJSC (MGNT) MAGNIT PJSC: Correction of the Previously Published Press Release Announcing the Execution of the Major Transaction 15-Nov-2017 / 07:38 CET/CEST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.


This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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 15, 2017

 

PJSC "Magnit" Announces the Execution of the Major Transaction

 

Krasnodar, Russia (November 15, 2017): Magnit PJSC, one of Russia's leading retailers (the "Company", the "Issuer"; MOEX and LSE: MGNT), announces the execution of the major transaction on November 14, 2017.

 

On November 14, 2017 the following major transaction was executed by JSC "Tander, the entity controlled by the issuer and material to it.

 

Type of transaction: major transaction.

 

Subject of transaction:

 

Deed of Indemnity (hereinafter - the "Deed of Indemnity") the parties (beneficiaries) to which are (a) Merrill Lynch International and VTB Capital plc and other entities specified in the Block Trade Agreement between Lavreno Limited, Merrill Lynch International and VTB Capital plc (hereinafter - the "Block Trade Agreement") acting as managers (hereinafter jointly - the "Managers"), (b) Joint Stock Company "Tander" (hereinafter - the "Indemnifying Company"), (c) Public Joint Stock Company "Magnit" (hereinafter - the "Company"), (d) Lavreno Limited and (e) other entities covered by Indemnity under the Deed of Indemnity.

 

Content of transaction:

 

According to the Deed of Indemnity, the Indemnifying Company 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 the sale of shares of the Company under the Block Trade Agreement and due to the Company Support Deed as of November 14, 2017 executed by the Company, Merrill Lynch International and VTB Capital plc (hereinafter - the "Company Support Deed").

 

 

Deadline for fulfillment of obligations under the transaction:

 

Until the obligations are fulfilled by the parties under the Deed of Indemnity.

 

Parties and beneficiaries under the transaction:

 

a) Managers - Merrill Lynch International (party and beneficiary), VTB Capital plc (party and beneficiary;

b) the Company - Public Joint Stock Company PJSC "Magnit" (party);

c) Lavreno Limited (beneficiary) and

d) other entities covered by Indemnity under the Deed of Indemnity (beneficiary).

 

The amount of the transaction in the monetary value and as a % of the asset value of the issuer:

 

The price of the transaction shall be determined on the basis of obligations of the Indemnifying Company under the Deed of Indemnity, including the obligations of the Indemnifying Company on payments according to the article 2 of the Deed of Indemnity.

 

Price (monetary value) of the Indemnifying Company's property, which can be directly or indirectly disposed by the Indemnifying Company (the amount of obligations of the Indemnifying Company) under the Deed of Indemnity may amount to more than 50 (fifty) percent of the book value of the Indemnifying Company's assets determined by its accounting report as of the last reporting date (September 30, 2017).

 

The asset value of the entity which is controlled by the issuer and executed the transaction as of the closing date of the accounting period preceding the execution of the transaction:

 

413,421,991 rubles

 

The date of the transaction execution: November 14, 2017.

 

Information on the approval of the transaction:

 

The transaction is approved by the decision of the sole shareholder of Joint Stock Company "Tander" w/o No. of November 14, 2017.

 

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.


ISIN:US55953Q2021
Category Code:MSCU
TIDM:MGNT
LEI Code:2534009KKPTVL99W2Y12
OAM Categories: 2.2. Inside information
Sequence No.:4858
 
End of AnnouncementEQS News Service

629339 15-Nov-2017 

UK Regulatory announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

Date   Source Headline
23rd Jun 202010:30 amEQSMagnit Presents Sustainability Strategy and Commitments up to 2025
19th Jun 20206:00 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
11th Jun 20207:40 amEQSPJSC Magnit announces the results of the Board meeting
8th Jun 20207:40 amEQSMagnit Announces AGM Results
5th Jun 20204:25 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
22nd May 20203:20 pmEQSPJSC Magnit announces the completion of the exchange-traded bonds placement
22nd May 20208:48 amEQSACRA Agency assigned credit rating to the exchange-traded bonds of PJSC Magnit
21st May 20208:55 amEQSPJSC Magnit announces the publication of the Document which contains the terms of the securities placement
20th May 20207:40 amEQSPJSC Magnit announces the inclusion of the Exchange-traded bonds into the Level 1 of the List of securities admitted to trading at Moscow Exchange and the assignment of the registration number to the issue
19th May 202011:30 amEQSPJSC Magnit Announces the Commencing Date of the Exchange-Traded Bonds Placement
18th May 20205:50 pmEQSPJSC Magnit Announces the Expiration of the Term for the Submission of the Offers for Exchanged-Traded Bonds
18th May 20205:50 pmEQSPJSC Magnit Announces the Interest Rate of the Coupon Yield against the Exchange-Traded Bonds
18th May 20203:20 pmEQSPJSC Magnit notifies on the Change of Share by the Entity under the Issuer's Control
18th May 20208:00 amEQSPJSC Magnit Announces the Procedure of Exchanged-Traded Bonds Placement, Terms of the Offers' Submission and Assignment of the Underwriter
15th May 20205:20 pmEQSPJSC Magnit notifies on the Change of Share by the Entity under the Issuer's Control
15th May 20205:20 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
14th May 20203:40 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
14th May 20203:40 pmEQSPJSC Magnit notifies on the Change of Share by the Entity under the Issuer's Control
12th May 20207:59 amEQSMagnit announces the results of the Board meeting
12th May 20207:59 amEQSMagnit announces the results of the Board meeting
12th May 20207:58 amEQSMagnit to accelerate its digital transformation
6th May 20203:55 pmEQSMAGNIT PJSC: Magnit announces the results of the Board meeting
6th May 20203:04 pmEQSMagnit announces the coupon yield payment
29th Apr 20202:10 pmEQSPJSC Magnit Announces the Completion of the Exchange-Traded Bonds Placement
29th Apr 20208:56 amEQSACRA Agency assigned credit rating to the exchange-traded bonds of PJSC 'Magnit'
29th Apr 20208:01 amEQSMagnit Reports 18.5% Sales Growth and 8% LFL Sales Growth in 1Q 2020
28th Apr 20207:45 amEQSPJSC Magnit Announces the Inclusion of the Exchange-Traded Bonds into the Level 1 of the List of Securities Admitted to Trading at Moscow Exchange and the Assignment of the Registration Number to the Issue
27th Apr 20204:10 pmEQSPJSC Magnit Announces the Commencing Date of the Exchange-Traded Bonds Placement
24th Apr 20205:17 pmEQSPJSC Magnit Announces the Interest Rate of the Coupon Yield against the Exchange-Traded Bonds
24th Apr 20205:15 pmEQSPJSC Magnit Announces the Expiration of the Term for the Submission of the Offers for Exchanged-Traded Bonds
24th Apr 20208:50 amEQSPJSC Magnit Announces the Procedure of Exchanged- Traded Bonds Placement, Terms of the Offers' Submission and Assignment of the Underwriter
13th Apr 20208:39 amEQSMagnit Announces the Publication of its 2019 Annual Report
13th Apr 20207:59 amEQSMagnit announces the results of the Board meeting, including the Decision to call the AGM and the AGM Record Date
7th Apr 20204:15 pmEQSPJSC Magnit Has Published the List of Affiliated Persons as of 31.03.2020
2nd Apr 20205:18 pmEQSMagnit Launches New Corporate Website
25th Mar 20209:00 amEQSPJSC 'Magnit' notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
24th Mar 20204:00 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons clearly associated with them (PDMR/PCA)
24th Mar 20201:07 pmEQSPJSC Magnit notifies on the transactions by persons discharging managerial responsibilities and persons closely associated with them
16th Mar 20207:22 amEQSMagnit Reports Audited FY 2019 Results
5th Mar 20201:50 pmEQSPJSC Magnit Announces the Completion of the Exchange-Traded Bonds Placement
5th Mar 20207:45 amEQSACRA Agency assigned credit rating to the exchange-traded bonds of PJSC 'Magnit'
4th Mar 20201:10 pmEQSPJSC Magnit Announces the Inclusion of the Exchange-Traded Bonds into the Level 1 of the List of Securities Admitted to Trading at Moscow Exchange and the Assignment of the Registration Number to the Issue
4th Mar 20206:52 amEQSPJSC Magnit Announces the Commencing Date of the Exchange-Traded Bonds Placement
28th Feb 202012:00 pmEQSMAGNIT PJSC: Magnit announces the results of the Board meeting
25th Feb 202011:30 amEQSMAGNIT PJSC: Magnit Announces the Coupon Yield Payment
25th Feb 20206:55 amEQSMAGNIT PJSC: Magnit Kicks Off Digital Transformation Powered by SAP
20th Feb 20202:30 pmEQSPJSC Magnit Announces the Interest Rate of the Coupon Yield against the Exchange-Traded Bonds
20th Feb 20202:25 pmEQSPJSC Magnit Announces the Expiration of the Term for the Submission of the Offers for Exchanged-Traded Bonds
20th Feb 20207:48 amEQSPJSC Magnit Announces the Procedure of Exchanged-Traded Bonds Placement and the Terms of the Offers' Submission
20th Feb 20206:45 amEQSMagnit Announces the Results of the BOD Meeting

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