Magnit

Share Issue/Capital Change • Feb 5, 2015

National Storage Mechanism | Additional information

You don't have Javascript enabled. For full functionality this page requires javascript to be enabled.

PJSC MAGNIT - Notification of Share Placing by Lavreno Limited

PR Newswire

London, February 5

Press-releaseKrasnodarFebruary 5, 2015Magnit PJSCNotification of Successful Share Placing by Lavreno Limitedat 9,823 RUBpershareMagnit PJSC ("Magnit", the "Company"; MICEX ticker: MGNT) has been informed byits shareholder Lavreno Limited ("Lavreno") that it has successfully completeda placing of 1,000,000 existing shares of the Company owned by it (the"Placing") in the form of local Ruble denominated shares, representing 1% ofthe Company's outstanding share capital.The shares offered in the Placing were placed in an accelerated bookbuiltoffering at a price of 9,823 RUB, raising gross proceeds of approximately 9.8bn RUB.Sergey Galitsky also made clear his intention to remain long-term strategicinvestor in the Company and that the proceeds to Lavreno from the Placing willbe used to fund a separate investment.Morgan Stanley & Co. International plc ("Morgan Stanley") and VTB Capital ("VTB") acted as Joint Global Coordinators and Joint Bookrunners for the offer.For further information, please contact:Timothy Post Director, Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562Dina Svishcheva Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562Company description:Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of December 31,2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately2,100 cities and towns throughout 7 federal regions of the Russian Federation.In accordance with the unaudited IFRS management accounts for 2014, Magnit hadrevenues of RUB 764 billion and an EBITDA of RUB 86 billion. Magnit's localshares are traded on the Moscow Stock Exchange (MICEX: MGNT) and its GDRs onthe 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 largestretailers in Europe. IMPORTANT NOTICEThis announcement and the information contained herein is restricted and is notfor release, publication or distribution, directly or indirectly, in whole orin part, in, into or from the United States (including its territories andpossessions, any state of the United States and the District of Columbia,collectively the "United States"), Australia, Canada, Japan South Africa or anyother state or jurisdiction in which the same would be restricted, unlawful orunauthorised (each a "Restricted Territory"). This announcement is forinformation purposes only and does not constitute an offer to buy, sell, issue,acquire or subscribe for, or the solicitation of an offer to buy, sell, issue,acquire or subscribe for shares in the capital of PJSC Magnit (the "Company")in any Restricted Territory or to any person to whom it is unlawful to makesuch offer or solicitation. These materials are not an offer for sale ofsecurities in the United States. Securities may not be offered or sold in theUnited States absent registration under the U.S. Securities Act of 1933, asamended (the "Securities Act"), or an exemption from registration under theSecurities Act. PJSC Magnit has not registered and does not intend to registerany part of the offering in the United States or to conduct a public offeringof any securities in the United States. Any failure to comply with theserestrictions may constitute a violation of the securities laws of suchjurisdictions.Members of the public are not eligible to take part in the Placing. Thisannouncement is for information purposes only and is directed only at: (a)persons in member states of the European economic area ("EEA") who arequalified investors (as defined in article 2(1)(e) of the Prospectus Directive(directive 2003/71/EC as amended, including by directive 2010/73/EC)("Qualified Investors")); (b) persons in the United Kingdom who are QualifiedInvestors who (i) are persons who have professional experience in mattersrelating to investments falling within article 19(5) of the financial servicesand markets act 2000 (financial promotion) order 2005, as amended (the"Financial Promotion Order"); (ii) persons falling within article 49(2)(a) to(d) ("high net worth companies, unincorporated associations, etc") of thefinancial promotion order; or (iii) persons to whom it may otherwise belawfully communicated (all such persons in (a) and (b) together being referredto as "relevant persons"). This announcement and the information containedherein must not be acted on or relied on (i) in the United Kingdom, by personswho are not relevant persons, and (ii) in any member state of the EEA otherthan the United Kingdom, by persons who are not qualified investors. Anyinvestment or investment activity to which this presentation (including theappendices) set out herein relate is available only to relevant persons in theUnited Kingdom and Qualified Investors in any member state of the EEA otherthan the United Kingdom, and will be engaged in only by such persons. Thisannouncement does not itself constitute an offer for sale or subscription ofany securities in the Company.In connection with the Placing, Morgan Stanley & Co. International plc or VTBCapital plc, or any of their respective affiliates, acting as investors fortheir own accounts, may subscribe for or purchase shares and in that capacitymay retain, purchase, sell, offer to sell or otherwise deal for their ownaccounts in such shares and other securities of the Company or relatedinvestments in connection with the Offering or otherwise. Accordingly,references to the shares being issued, offered, subscribed, acquired, placed orotherwise dealt in should be read as including any issue or offer to, orsubscription, acquisition, placing or dealing by Morgan Stanley & Co.International plc or VTB Capital plc or any of their respective affiliatesacting as investors for their own accounts. Morgan Stanley & Co. Internationalplc and VTB Capital plc do not intend to disclose the extent of any suchinvestment or transactions otherwise than in accordance with any legal orregulatory obligations to do so. NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN ORINTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION