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MAGNIT PJSC (MGNT)
MAGNIT PJSC: Magnit Announces the Decision on Placement of Securities and
the Approval of the Decision to Issue Securities
15-Nov-2017 / 08:10 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This announcement is not for publication or distribution, directly or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
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:
1) "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".
2) "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
[1] (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.
ISIN: US55953Q2021
Category Code: MSCU
TIDM: MGNT
LEI Code: 2534009KKPTVL99W2Y12
OAM Categories: 2.2. Inside information
Sequence No.: 4862
End of Announcement EQS News Service
629357 15-Nov-2017
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(END) Dow Jones Newswires
November 15, 2017 02:10 ET (07:10 GMT)
