In the press release titled "Execution of the Related Party Transaction" as of
June 21, 2016 the following changes shall be introduced: the location and the
share of the interested party (Morgan Stanley & Co. International plc) in the
charter capital (the share of securities owned by the interested party) shall
be changed from "Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, 19801, USA", "0.2721% (0.2721%)" to "25 Cabot
Square, Canary Wharf, London E14 4QA, United Kingdom", "0,008360% (0,008360%)".
Press-release
Krasnodar
June 21, 2016
PJSC "Magnit" Announces the Execution of the Related Party Transaction
Krasnodar, June 21, 2016: PJSC "Magnit", Russia's largest food retailer (the "Company", the "Issuer"; MOEX and LSE: MGNT), announces the execution of the related party transaction on June 20, 2016.
Please be informed that on June 20, 2016 PJSC "Magnit" (the Lender) and JSC "Tander" (the Borrower) executed the related party transaction, according to which the Lender provides the loan of funds to the Borrower which is to be repaid by the Borrower within the period determined by the contract. The repayment of the loan and (or) the interest may be effected by the Borrower in advance, without written notice to the Lender of the loan repayment, by means of transfer of the loan to the bank details specified in the contract or otherwise not contradictory to the Civil Code of the Russian Federation (offset of mutual claims, assignment of a claim, etc.).
The essentials of the transaction are as follows:
| Type of transaction: | related party transaction |
| Subject of transaction: | loan of funds |
| Parties and beneficiaries under transaction: | the Lender - Public Joint Stock Company "Magnit" the Borrower - Joint Stock Company "Tander" |
| Maturity: | loan maturity date - 18.06.2019 |
| Transaction amount: | 8,676,500,000.00 rubles, which amounts to 7.85% of the balance sheet value of assets of the issuer |
| Interest rate: | 11.1% per annum |
| The assets value of the issuer as of the closing date of the last reporting period preceding the transaction execution: | 110,478,878 thousand rubles |
Parties interested in the execution of the transaction by the issuer:
Joint Stock Company "Tander" (JSC "Tander")
Location: 185, Levanevskogo street, Krasnodar, Russia
The share of the interested party in the charter capital of the issuer: 0.129759%
The share of securities of the issuer owned by the interested party: 0.129759%
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the Shareholder*, which jointly with its affiliates (PJSC "Magnit") owns more than 20% of shares in the charter capital of the joint stock company, which is the party of the transaction (JSC "Tander"); the entity is the party in the transaction.
"Magnit" Joint-Stock Non-Government Pension Fund ("Magnit" JSNPF)
Location: office 1, letter B, 95 Moskovskaya street, Krasnodar, Russian Federation
The share of the interested party in the charter capital of the issuer: 0.149555%
The share of securities of the issuer owned by the interested party: 0.149555%
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the Shareholder*, which jointly with its affiliates (PJSC "Magnit") owns more than 20% of shares in the charter capital of the joint stock company, which is the party of the transaction (JSC "Tander"); its affiliate (JSC "Tander") is the party in the transaction.
LAVRENO LIMITED
Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, Nicosia, Cyprus
The share of the interested party in the charter capital of the issuer: 0.786632%
The share of securities of the issuer owned by the interested party: 0.786632%
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the Shareholder*, which jointly with its affiliates (PJSC "Magnit") owns more than 20% of shares in the charter capital of the joint stock company, which is the party of the transaction (JSC "Tander"); its affiliate (JSC "Tander") is the party in the transaction.
Alexander Barsukov
The share of the interested party in the charter capital of the issuer: 0
The share of securities of the issuer owned by the interested party: 0
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this party has been acknowledged interested in the execution of this transaction: the party is a member of the Issuer's collective executive body and holds positions in the management bodies of the legal entity (JSC "Tander"), which is the party of the transaction.
Morgan Stanley & Co. International plc
Location: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom.
The share of the interested party in the charter capital of the issuer: 0.008360%
The share of securities of the issuer owned by the interested party: 0.008360%
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the Shareholder*, which jointly with its affiliates (PJSC "Magnit") owns more than 20% of shares in the charter capital of the joint stock company, which is the party of the transaction (JSC "Tander"); its affiliate (JSC "Tander") is the party in the transaction.
Krasfin Invest Limited
Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, 1075, Nicosia, Cyprus
The share of the interested party in the charter capital of the issuer: 0.2876%
The share of securities of the issuer owned by the interested party: 0.2876%
The share in the charter capital of the legal entity (JSC "Tander"), which is the party in the transaction (the share of securities owned by the interested party): 0.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the Shareholder*, which jointly with its affiliates (PJSC "Magnit") owns more than 20% of shares in the charter capital of the joint stock company, which is the party of the transaction (JSC "Tander"); its affiliate (JSC "Tander") is the party in the transaction.
* "Shareholder" is the entity (person) which jointly with its affiliates owns 20 and more percent of voting shares of PJSC "Magnit".
The transaction was approved by the General shareholders meeting on June 2, 2016 (minutes of the annual General shareholders meeting of PJSC "Magnit" w/o No. of June 3, 2016).
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
Company description:
Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 billion. Magnit's local shares are traded on the Moscow Stock 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.
