DJ MAGNIT PJSC: Notice of pre-emptive rights of Public Joint Stock Company 'MAGNIT'
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MAGNIT PJSC (MGNT)
MAGNIT PJSC: Notice of pre-emptive rights of Public Joint Stock Company
'MAGNIT'
05-Dec-2017 / 14:50 CET/CEST
Dissemination of a Regulatory Announcement, 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This announcement is not for publication or distribution, directly or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 CONTAINED IN IT ARE PROVIDED EXCLUSIVELY FOR
INFORMATION PURPOSES ONLY AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN
INVITATION TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY JURISDICTION INCLUDING
THE USA, AUSTRALIA, CANADA AND JAPAN.
NOTICE
OF OPPORTUNITY TO EXERCISE PRE-EMPTIVE RIGHTS OF PUBLIC JOINT STOCK COMPANY
"MAGNIT" SHAREHOLDERS OVER ADDITIONAL SHARES TO BE PLACED BY MEANS OF OPEN
SUBSCRIPTION
Dear Shareholders of PJSC "Magnit"!
Public joint-stock company "Magnit" (PJSC "Magnit"), Primary State
Registration Number: 1032304945947, Individual Taxpayer Number: 2309085638,
located at 15/5 Solnechnaya street, Krasnodar, the Russian Federation
(hereinafter - «the Issuer») hereby notifies its shareholders that on
December 4, 2017 the Bank of Russia registered an additional issue of
ordinary registered uncertified shares with a nominal value of 0.01 rubles
(0 rubles 01 kopeck) each, with state registration number of the additional
issue 1-01-60525-P as of December 4, 2017 (hereinafter - the "Shares").
In accordance with the Articles 40, 41 of the Federal law - 208-FZ dated
26.12.1995 "On Joint Stock Companies" (hereinafter - "FZ "On Joint Stock
Companies") shareholders of the Issuer have the pre-emptive right to acquire
the Shares in the amount pro rata to their existing shareholdings
(hereinafter - "Pre-emptive right to acquire shares").
The date of record for shareholders holding the Pre-emptive right to acquire
shares is the 10th day from the decision of the Company's Board of Directors
concerning the offering of Shares.
The Shares are offered by the Issuer in accordance with the terms and
conditions of the Decision on the issue of additional securities and the
Prospectus of securities approved by the Issuer's Board of Directors as of
November 15, 2017 (minutes w/o No. as of November 15, 2017) and registered
by the Bank of Russia (hereinafter - "The Decision on the issue of
additional securities" and "the Prospectus of securities" correspondingly).
The Shares shall be offered by means of open subscription.
1) Total number of Shares offered by the Issuer: 7,350,000 (seven million
three hundred and fifty thousand) shares.
2) Offer price per one Share (including at the exercise of the Pre-emptive
right to acquire shares): 6,185 (six thousand one hundred and eighty five)
rubles.
3) The procedure for determination of the number of Shares each
shareholder holding the Pre-emptive right is entitled to acquire:
The maximum amount of Shares which can be acquired in the exercise of the
Pre-emptive right is proportional to the amount of existing shares of the
Issuer owned by such shareholder as of the 10th day from the decision of the
Company's Board of Directors on the offering of Shares and shall be
determined according to the following formula:
K = S * (7 350 000 / 94 561 355)
where:
K - the maximum number of Shares, which can be acquired by the shareholder
holding the Pre-emptive right to acquire shares;
S - the number of ordinary registered uncertified shares of the Issuer owned
by the shareholder holding the Pre-emptive right to acquire shares as of the
10th day from the decision of the Company's Board of Directors on the
offering of Shares;
7,350,000 - the number of Shares of the current additional issue;
94,561,355 - the number of issued ordinary registered shares of the Issuer
as of the 10th day from the decision of the Company's Board of Directors on
the offering of Shares.
If in the course of determining the number of offered Shares which can be
acquired by the shareholder under the Pre-emptive right there is a
fractional number, such shareholder is entitled to acquire the part of the
Share (fractional Shares) corresponding to the fractional part of the
generated number.
The Fractional Share provides its shareholder with the right of the Share of
the corresponding category in the amount corresponding to the fraction of
the full Share it constitutes.
The Fractional Shares shall trade on an equal basis with the full shares.
4) Validity period of the Pre-emptive right to acquire shares:
The starting date of the Pre-emptive right period to acquire shares
(hereinafter - "The Pre-emptive right period"): on the next day from the
notification of shareholders of the Pre-emptive right to acquire shares by
means of publication (disclosure) of Notification in the newswire of one of
the information agencies authorized by the Bank of Russia or other
regulatory and supervisory agency on the financial markets authorized to
disclose information on the capital market (hereinafter - "the Newswire"),
or at the Web Pages used by the Issuer for information disclosure:
https://www.e-disclosure.ru/portal/company.aspx?id=7671,
http://ir.magnit.com/ru/ [1] and http://ir.magnit.com/en/ [2] (hereinafter -
"Web Pages of the Issuer").
The Date of expiry of the Pre-emptive right period: 12th business day from
the start date of the Pre-emptive period (including the starting date of the
Pre-emptive right period).
The Shares shall not be offered before the date of expiry of the Pre-emptive
right period by any means other than the exercise of above Pre-emptive right
to acquire shares.
5) The procedure for submission of the applications to acquire Shares by
shareholders entitled to exercise Pre-emptive right to acquire shares:
The shares shall be placed to shareholders entitled to Pre-emptive right to
acquire shares on the basis of written applications submitted by
shareholders (hereinafter - "Applications", in the singular - "
Application").
Shareholders entitled to Pre-emptive right to acquire shares shall submit an
Application within the Pre-emptive right Period.
Shareholders entitled to Pre-emptive right to acquire shares can fully or
partially exercise their Pre-emptive right to acquire shares by submission
or delivery by hand of the Application signed by such shareholder to the
Issuer's Registrar (Noviy Registrator JSC, unlimited license for registering
(MORE TO FOLLOW) Dow Jones Newswires
December 05, 2017 08:51 ET (13:51 GMT)
activities No. 045-13951-000001 issued by the Federal Financial Markets
Service on March 30, 2006) (hereinafter - the "Registrar"), and if it is
provided for by the Registrar's rules - also by sending an electronic
document signed by electronic signature.
An application sent or submitted to the Registrar is deemed to be submitted
to the Issuer on the day of its receipt by the Registrar.
An application of a shareholder entitled to the Pre-emptive right to acquire
shares, registered in the Issuer's register, shall be signed by a
shareholder entitled to Pre-emptive right to acquire shares (or a person
duly authorized on its behalf with an original or notarized copy of a duly
executed power of attorney or other document confirming authority of a
representative), and for legal entities it shall be stamped (if the stamp is
available).
An application of a shareholder entitled to Pre-emptive right to acquire
shares, registered in the Issuer's register, shall contain information
sufficient to identify the submitting person, and the quantity of Shares to
be acquired.
A shareholder entitled to the Pre-emptive right to acquire shares and not
registered in the Issuer's register of holders of registered securities
shall exercise such Pre-emptive Right to acquire shares by giving the
relevant instruction to the entity which records rights to the Issuer's
shares (hereinafter - "the Instruction"). Such Instruction shall be given in
accordance with the requirements of the legislation of the Russian
Federation and shall contain the number of Shares to be acquired. The
submission of the Instruction by the shareholder entitled to Pre-emptive
right to acquire shares and which is not registered in the Issuer's register
of holders of the registered securities shall be deemed the Submission of
the Application. In this case, the Application shall be deemed to be
submitted to the Issuer on the day of receipt by the Registrar of a message
from the nominal holder of shares registered in the Issuer's register which
expresses the will of such shareholder.
It is recommended to include the following information in the Application:
1. The heading: "Application to acquire shares of PJSC "Magnit" in the
exercise of the Pre-emptive right".
2. Full name (full company name) of the shareholder entitled to Pre-emptive
right to acquire shares.
3. Place of residence (location) of the shareholder entitled to Pre-emptive
right to acquire shares.
4. Amount of shares to be acquired.
5. Taxpayer Identification Number of the shareholder entitled to Pre-emptive
right to acquire shares (if applicable).
6. For individuals - passport details (date and place of birth, series,
number and the date of issue, issuing authority).
7. For legal entities - information of the state registration of the entity
(for Russian legal entities - information on the state registration of a
legal entity/registration in the Unified state register for legal entities
(date, registration authority, number of the relevant certificate).
8. The number and details of the Applicant's personal account
in the Issuer's register of holders of registered securities
to transfer the acquired Shares to it.
9. Bank details of the potential buyer (hereinafter - the
"Buyer") for the purposes of refund.
10. Contact details: e-mail, telephone number, postal address;
11. For non-residents - an indication of whether the non-resident is a
qualified investor in the state of its location;
12. Confirmation that the person acquiring shares under the Pre-emptive
right that it is the beneficial (ultimate) owner of the shares or the person
making the investment decision to subscribe for the shares (the "Owner"), or
on behalf of the Owner, if it is not the Owner, that at the time of the
submission of this Application and at the time of the decision to subscribe
and pay for the new shares (the "Relevant Times"), the Owner (A) is and will
be a qualified institutionalbuyer (as defined in Rule 144A under the U.S.
Securities Act of 1933 (the "Securities Act")) in the United States (within
the meaning of Regulation S) and will not re-offer or re-sell the new shares
except outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act ("Regulation S"); or (B) (i) is not and will not be
in the United States (within the meaning of Regulation S); and (ii) (a) is
not and will not be in the European Economic Area (hereinafter, "EEA"), or
(b) is a "qualified investor" (as this term is defined in Directive
2003/71/EC as amended by Directive 2010/73/EC as implemented in the relevant
EEA Member State, in which it is located at the Relevant Times); and (iii)
is and will be outside the United Kingdom, or is an investment professional
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or a high net worth entity
falling within Article 49(2)(a) to (d) of the Order; and (iv) has not taken
and will not take any action which would require the Company to publish a
prospectus or a supplement to a prospectus in any EEA member state or any
other jurisdiction.
It is recommended to enclose the document of payment for all Shares acquired
by the applicant to the Application.
The person exercising the Pre-emptive right on acquisition of shares is
responsible for the accuracy of the information indicated in the Application
and its correspondence to the data contained in the Issuer's register of
shareholders.
The receipt of Applications shall be effected every business day from 9 am
till 1 pm (Moscow time) at the following address: 48, letter B, office 202A
("Kavkaz" business centre), Odesskaya street, Krasnodar, the Russian
Federation, 350020. Applications may be sent to the following postal
address: 48, letter B, office 202A ("Kavkaz" business centre), Odesskaya
street, Krasnodar, Russian Federation, 350020, JSC "Noviy registrator",
Krasnodar branch. Contact telephone: (861) 251-74-39, 253-64-60.
If the amount of shares being acquired under the Pre-emptive right according
to the Application of the shareholder exercising the Pre-emptive right is
less than the amount of paid shares within the Payment period of shares
acquired under the Pre-emptive right, such shareholder will be considered to
have exercised their Pre-emptive right in respect to the amount of
additional shares specified in the Application; the Application shall be
satisfied in respect to the amount of additional shares specified therein.
If the amount of shares being acquired under the Pre-emptive right according
to the Application of a shareholder exercising the Pre-emptive right exceeds
the number of paid shares within the Payment period for shares acquired
under the Pre-emptive right such shareholder will be considered to have
exercised their Pre-emptive right in respect of the number of additional
shares that such shareholder has actually paid for.
If the amount of shares specified in the Application exceeds the maximum
amount of additional shares that might be acquired by the shareholder under
the Pre-emptive right pro rata to its shareholding, and the number of paid
shares within the Payment period for shares acquired under the Pre-emptive
right is not less than the maximum amount of additional shares that the
shareholder is entitled to acquire under the Pre-emptive right such
shareholder will be considered to have exercised their Pre-emptive right in
respect of the maximum number of additional shares that the shareholder has
the right to acquire in the exercise of the Pre-emptive right with respect
to additional shares.
If the amount of funds transferred to the Issuer for payment of the Shares
acquired by the shareholder exercising the Pre-emptive right exceeds the
amount of funds to be paid for the Acquired Shares, the excessively paid
funds shall be returned via bank transfer within 10 (ten) business days from
the date of expiry of the Pre-emptive right period. Funds shall be returned
to the details specified in the Application. In the event that the
Application does not specify the details for the return of funds, the refund
shall be made to the details specified in the register of holders of the
Issuer's registered securities.
Reasons for rejection in the exercise of the Pre-emptive right to acquire
Shares:
- the application does not meet the requirements set by the legislation of
the Russian Federation, Clause 8.5. of the Decision on the issue of
additional securities and item 8.8.5 of the Prospectus;
- the application does not allow the identification of the shareholder on
whose behalf the Application was submitted, as a shareholder entitled to
Pre-emptive right to acquire shares;
- the Application signed by the authorized representative of the shareholder
exercising the Pre-emptive right to acquire shares does not include the
original or a notarized copy of a duly executed power of attorney or other
document confirming the representative's authority;
- the person entitled to Pre-emptive right to acquire shares did not fulfill
the obligation to pay for the securities to be placed within the Pre-emptive
right period;
- the application was received by the Issuer upon the expiry of the
Pre-emptive right period.
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December 05, 2017 08:51 ET (13:51 GMT)
