MAGNIT PJSC: Magnit Announces the Decision on Placement of Securities and the Approval of the Decision to Issue Securities

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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

 

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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

 

Magnit Announces the Decision on Placement of Securities and the Approval of the Decision to Issue Securities

 

Krasnodar, November 15, 2017: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the Decision on Placement of Securities and the Approval of the Decision to Issue Securities.

 

Please be informed that on November 15, 2017 the Board of Directors of PJSC "Magnit" in the form of joint presence (place of meeting: office 5105, 5th floor, 15/5 Solnechnaya street, Krasnodar, Russia) made the following decisions:

 

"To increase the charter capital of PJSC "Magnit" by means of placement of the additional ordinary registered uncertified shares with the nominal value of 0.01 rubles (zero rubles 1 kopeck) each in the amount of 7,350,000 (seven million three hundred and fifty thousand) shares.

 

The shares shall be placed by means of open subscription.

 

The date of record of persons holding the preemptive right for the acquisition of shares of the additional issue - November 25, 2017".

 

"To determine the offer price of the PJSC "Magnit" ordinary registered uncertified shares of the additional issue for persons holding the preemptive right for the acquisition of the ordinary registered uncertified shares, and other acquirers of the ordinary registered uncertified shares of the additional issue in the amount of 6,185 rubles per share.

 

The payment of shares by potential acquirers shall be made with monetary funds by money transfer in the currency of the Russian Federation".

 

The Company's shareholders as of November 25, 2017 (the 10th day from the decision of the Company's Board of Directors on the placement of Shares) have pre-emptive rights to acquire shares pro rata to their shareholding (Shares of this category (type)).

 

The Securities Prospectus is expected to be registered in the course of the issue of the additional ordinary registered shares of the Company.

 

The Company intends to file the notice on the results of issuance (additional issuance) of securities with the registering authority after the completion of the securities placement.

 

 

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. Shkhachemukov ,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 was present.

 

Voting result on the agenda items: V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "for", D. Chenikov - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".

 

Type, category, series and other identification attributes of the placed securities: ordinary registered uncertified shares (state registration number 1-01-60525-P of 04.03.2004, International Stock Identification Number (ISIN) RU000A0JKQU8).

 

 

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.