Related Party Transaction • Nov 15, 2017
Related Party Transaction
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15-Nov-2017 / 07:19 CET/CEST Dissemination of a RegulatoryAnnouncement 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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 informthemselves about and observeany such restriction. Any failureto complywith theserestrictions may constitutea violation ofthesecurities laws ofany such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation ofan offer to purchase or subscribe for, the shares to any person in the United States,Australia, Canada or Japan or in any jurisdiction to whomor inwhich 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 SecuritiesAct. 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 ofAustralia, Canada or Japan. Subject to certain exceptions, the shares referred to hereinmay not be offered or sold inAustralia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen ofAustralia, Canada or Japan. There will be no public offer oftheshares in the United States,Australia, Canada or Japan orelsewhere.
Members ofthe general public are noteligible to take part in the sale. Inmember states ofthe European EconomicArea ("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 PDAmendingDirective), and includesany relevant implementingmeasurein the Relevant Member Stateand theexpression "2010 PDAmendingDirective"means Directive 2010/73/EU. In the United Kingdomthisannouncement is sentand distributed to and directed exclusively at Qualified Investors (i) who have professionalexperience inmatters relating to investments falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall withinArticle 49(2)(A) to (D) ofthe Order, or (iii) to whomit may otherwiselawfully becommunicated, and theshares will only beavailableto, and any investment activity to which this announcement relates will only be engaged inwith, 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 INCLUDINGTHEUSA,AUSTRALIA, CANADAANDJAPAN.
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 THISANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDEREDTO BE IN THE PUBLIC DOMAIN.
Press Release Krasnodar November 15, 2017
Krasnodar, Russia (November 15, 2017): Magnit PJSC, one of Russia's leading retailers (the "Company", the "Issuer"; MOEX and LSE: MGNT),announces theexecution of the major transaction onNovember 14, 2017.
OnNovember 14, 2017 thefollowingmajor transactionwasexecuted by JSC "Tander, theentity controlled by theissuerand materialto it.
Type of transaction: major transaction.
Deed ofIndemnity (hereinafter - the"Deed ofIndemnity") the parties (beneficiaries) to which are (a) Merrill Lynch Internationaland VTB Capital plcand 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"IndemnifyingCompany"), (c) Public Joint Stock Company "Magnit"(hereinafter - the "Company"), (d) Lavreno Limited and (e)
otherentitiescovered by Indemnity under the Deed ofIndemnity.
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 thesale 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, MerrillLynch Internationaland VTBCapital plc(hereinafter - the"Company Support Deed").
Untilthe obligationsarefulfilled by the parties under the Deed ofIndemnity.
The price of the transaction shall be determined on the basis of obligations of the IndemnifyingCompany under the Deed of Indemnity, including the obligations oftheIndemnifyingCompany on paymentsaccording to thearticle 2 ofthe Deed ofIndemnity.
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 Indemnitymay amount to 25 (twenty five) and more percent of the book value oftheIndemnifyingCompany'sassets determined by itsaccounting reportas ofthelast reporting date.
413,785,405 rubles
The date of the transaction execution: November 14, 2017.
Thetransaction isapproved by the decision of thesoleshareholder ofJoint Stock Company "Tander" w/o No. ofNovember 14, 2017.
| Timothy Post | Head ofInvestor Relations Email: [email protected] Office:+7-861-277-4554 x 17600 |
|---|---|
| Dina Svishcheva | DeputyDirector, Investor Relations Email:[email protected] Office:+7-861-277-4554 x 15101 |
| MediaInquiries | Media Relations Department [email protected] |
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 ofSeptember 30, 2017, Magnit operated 36 distribution centersand 15,697 stores (11,743 convenience, 432 hypermarkets and 3,522 drogeriestores) in 2,664 citiesand towns throughout 7 federalregions ofthe Russian Federation.
In accordance with thereviewed IFRS consolidated financialstatements for 1H 2017, Magnit had revenues of RUB 555 billion and an EBITDAof RUB 49 billion. Magnit's localshares 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 ofthe largest retailers in Europe.
ISIN: US55953Q2021 Category Code: MSCU TIDM: MGNT LEICode: 2534009KKPTVL99W2Y12 OAM Categories:2.2. Inside information Sequence No.: 4857
End ofAnnouncementEQS News Service
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