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This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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

 

 

Press Release

Krasnodar

December 4, 2017

 

PJSC "Magnit" announces the state registration of the additional issue of securities

 

Krasnodar, Russia (December 4, 2017): Magnit PJSC, one of Russia's leading retailers (the "Company"; MOEX and LSE: MGNT), announces the state registration of the additional issue of securities.

 

Information on the state registration of the additional issue of securities

Type, category, series of securities:	ordinary registered uncertified shares (state registration number № 1-01-60525-P as of 04.03.2004), International Securities Identification Number (ISIN) RU000A0JKQU8.
State registration number of the additional issue of securities and date of registration:	No. 1-01-60525-P as of December 4, 2017
Registration authority which exercised state registration of the additional issue of securities:	Bank of Russia
Amount of securities subject to offering and nominal value per share:	7,350,000 (seven million three hundred and fifty) shares with a nominal value of 0.01 (0 rubles 01 kopeck) per share
Method of offering:	open subscription

 

The procedure of providing shareholders and other individuals with the pre-emptive right to acquire securities

 

Shareholders of the Issuer have the Pre-emptive right to acquire shares of the additional issue (hereinafter - the "Shares") pro rata to their shareholdings (shares of this category (type) owned by shareholders) (hereinafter - the "Pre-emptive right to acquire shares). Holders of the Issuer's ordinary shares as of the 10th day from the decision of the Company's Board of Directors on the offering of Shares have the Pre-emptive right to acquire Shares.

 

Offer price of securities

 

The offer price (including for individuals entitled to exercise the Pre-emptive right to acquire shares) per Share amounts to 6,185 (six thousand one hundred and eighty five) rubles.

 

Procedure of determination of the offering commencing date

 

The commencing date of the Share offering (hereinafter - the "Offering commencing date") among individuals entitled to exercise the Pre-emptive right to acquire the Shares, and among other individuals shall be determined by the sole executive body of the Issuer after the state registration of the additional issue of Shares and the termination of the validity period of the Pre-emptive right to acquire shares.

 

The offering of Shares shall commence on or after the date from which the Issuer provides the access to the Securities Prospectus related to the additional issue of Shares (hereinafter - the "Securities Prospectus").

 

The offering commencing date determined by the sole executive body of the Issuer may be changed by the decision of this management body of the Issuer, subject to compliance with the requirements to the procedure of disclosure of information on the change of the Offering commencing date determined by the current legislation of the Russian Federation, by the decision on the additional issue of securities (hereinafter - the "Decision on the additional issue of securities") and the Securities Prospectus.

 

Procedure of determination of the offering completion date

 

The completion date of the Shares offering (hereinafter - the "Offering completion date") shall be the earliest of the following dates:

 

a) the 9 (ninth) business day from the Offering commencing date (including the Offering commencing date);

b) the date of placement of the last Share.

 

The Offering completion date shall not be later than one year from the state registration of the additional issue of the Shares. The Issuer shall be entitled to extend this term by making the corresponding amendments to the Decision on the additional issue of securities according to the procedure established by the applicable legislation. Each extension of the Shares offering period shall not exceed one year, and the total offering period of Shares including the extension period shall not exceed three years from the date of the state registration of the additional issue.

 

The Shares offering period shall be determined by stating of the dates of disclosure of any information on the additional issue of the Shares.

 

Registration of the Securities Prospectus and the procedure of providing access to it

 

The Securities Prospectus has been registered together with the state registration of the securities additional issue.

 

The Issuer shall publish the text of the registered Securities Prospectus on the Issuer's webpages not later than the Offering commencing date.

 

The text of the registered Securities Prospectus shall be available on the Issuer's webpages from the date of expiration of the above period established by the Provisions on the information disclosure for its publication in the Internet, and if it is published in the Internet after the expiration of this period - from the date of its publication in the Internet and within not less than 5 (five) years from the date of publication in the Internet of the text of the Notification on the additional issue of securities submitted to the registration authority.

 

Starting from the date of the state registration of the Shares issue all interested individuals can read the Securities Prospectus and receive its hard copy at the following address: 15/5 Solnechnaya street, Krasnodar, 350072, Russian Federation.

 

The hard copy of the Securities Prospectus shall be provided to shareholders and other interested individuals at their request for the fee not exceeding the cost of copying within 7 (seven) days period from the date of request.

 

Report on the additional issue of securities

 

The Issuer will provide the report on the additional issue of securities to the registration authority after the completion of the Shares offering.

 

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.