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MAGNIT PJSC: Execution of the Related Party Transaction

15 Nov 2017 05:41

MAGNIT PJSC (MGNT) MAGNIT PJSC: Execution of the Related Party Transaction 15-Nov-2017 / 07:41 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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 Related Party 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 related party transaction on November 14, 2017.

 

Please be informed that on November 14, 2017 the Company executed the following related party transaction:

 

Type of transaction: related party transaction.

 

Subject of transaction: execution of the following related transactions:

 

A) the Company Support Deed as of November 14, 2017 (hereinafter - the "Company Support Deed") related to the Block Trade Agreement between Lavreno Limited, Merrill Lynch International and VTB Capital plc, jointly with Merrill Lynch International - the "Managers" (hereinafter - the "Block Trade Agreement");

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

 

Content of transaction:

 

In accordance with the Company Support Deed, PJSC "Magnit"(hereinafter 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, specified by the Company Support Deed;

 

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

 

 

Deadline for fulfillment of obligations under the transaction:

 

Until the obligations are fulfilled by the parties under the Company Support Deed.

 

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 "Magnit" (party);

c) Lavreno Limited (beneficiary) and

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

 

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

 

The amount of the Company's liabilities and price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the Company Support Deed 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).

 

The asset value of the issuer as of the closing date of the accounting period preceding the execution of the transaction:

 

113,890,709 rubles

 

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

 

Full name of the party interested in the execution of the transaction of the issuer: Galitskiy Sergey Nikolayevich.

 

The share of the interested party in the charter capital of the issuer: 35.1095%

 

The share of securities of the issuer owned by the interested party: 35.1095%

 

The share in the charter capital (the share owned by the interested party) of the Company: 35.1095%

 

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):

 

Merill Lynch International: 0%;

VTB Capital plc: 0%

 

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.

 

Information on the approval of the transaction:

 

The transaction was approved by the PJSC "Magnit" Board of Directors on November 14, 2017 (the minutes of the PJSC "Magnit" Board of Directors meeting 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.:4859
 
End of AnnouncementEQS News Service

629331 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.

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