Dow Jones received a payment from EQS/DGAP to publish this press release.
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This announcement is not for publication or distribution, directly or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 Announcement EQS News Service
(MORE TO FOLLOW) Dow Jones Newswires
November 15, 2017 01:39 ET (06:39 GMT)
