Share Issue/Capital Change • Dec 5, 2017
Share Issue/Capital Change
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Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Thisannouncement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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 lawin 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. Thesharesmay not be offered or sold in the United States unlessregistered under the USSecuritiesAct or offered in a transaction exempt from, or not subject to, the registration requirements of the USSecuritiesAct. The offer and sale of the shares referred to herein has not been and will not be registered under the USSecuritiesAct or under theapplicablesecuritieslaws ofAustralia, Canada or Japan. Subject to certain exceptions, thesharesreferred 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 EconomicArea ("EEA") (each, a "Relevant Member State"), thisannouncement 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 implementingmeasure in the Relevant Member State and the expression "2010 PDAmending 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 theshares will only beavailableto, and any investment activity to which thisannouncement relates will only be engaged in with, such personsand it should not be relied on by anyone other than such persons.
THISANNOUNCEMENT ANDMATERIALSCONTAINEDINIT ARE PROVIDEDEXCLUSIVELYFORINFORMATION PURPOSESONLYANDARE NOT ANOFFERORAPART OFAN OFFERORANINVITATIONTOACQUIRE ORDISPOSE OF SECURITIESINANYJURISDICTIONINCLUDINGTHE USA,AUSTRALIA, CANADAANDJAPAN.
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 havethe pre-emptiveright to acquirethe Sharesin theamount pro ratato their existing shareholdings(hereinafter - "Pre-emptiveright to acquireshares").
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 Directorsas 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 Sharesshall 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.
The maximumamount of Shareswhich can beacquired in theexercise of the Pre-emptiveright is proportional to theamount of existing shares of theIssuer owned by such shareholder as of the 10th day fromthe decision of the Company's Board of Directors on the offering of Shares and shall be determined according to thefollowing formula:
K= S* (7 350 000 / 94 561 355)
where:
K- themaximumnumber of Shares, which can beacquired by theshareholder holding the Pre-emptiveright to acquireshares;
S - the number of ordinary registered uncertified shares of the Issuer owned by the shareholder holding the Pre-emptive right to acquire sharesas 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 thecurrent additional issue;
94,561,355 - the number of issued ordinary registered shares of theIssuer as of the 10th day fromthe 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 acquirethe part of the Share(fractional Shares) corresponding to thefractional part of the generated number.
The Fractional Share providesitsshareholder with theright of the Share of thecorresponding category in theamount corresponding to thefraction of thefull Shareit constitutes. The Fractional Sharesshall trade on an equal basiswith thefull shares.
The starting date of the Pre-emptiveright period to acquire shares(hereinafter - "The Pre-emptiveright period"): on the next day from the notification of shareholders of the Preemptiveright to acquireshares by means of publication (disclosure) of Notification in the newswire of one of theinformation 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/and http://ir.magnit.com/en/ (hereinafter - "WebPages of theIssuer").
The Date of expiry of the Pre-emptiveright period: 12 th business day fromthestart date of the Pre-emptive period (including thestarting date of the Pre-emptiveright period). The Sharesshall not be offered beforethe date of expiry of the Pre-emptiveright period by any means other than theexercise of above Pre-emptiveright to acquireshares.
The shares shall be placed to shareholdersentitled to Pre-emptive right to acquire shares on the basis of written applications submitted by shareholders (hereinafter - "Applications", in thesingular - "Application").
Shareholdersentitled to Pre-emptiveright to acquiresharesshall submit anApplication within the Pre-emptiveright Period.
Shareholdersentitled to Pre-emptiveright to acquiresharescan fully or partially exercisetheir Pre-emptiveright to acquire shares by submission or delivery by hand of theApplication signed by such shareholder to the Issuer's Registrar (Noviy Registrator JSC, unlimited license for registering 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'srules- also by sending an electronic document signed by electronicsignature.
An application sent or submitted to the Registrar is deemed to besubmitted to theIssuer on the day of itsreceipt 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 legalentitiesit shall bestamped (if thestamp isavailable).
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 Sharesto beacquired.
Ashareholder 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 theInstruction 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 theApplication. In this case, theApplication 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 isrecommended to includethefollowing information in theApplication:
The heading:"Application to acquireshares of PJSC"Magnit" in theexercise of the Pre-emptiveright".
Full name(fullcompany name) of theshareholder entitled to Pre-emptiveright to acquireshares.
Place of residence(location) of theshareholder entitled to Pre-emptiveright to acquireshares.
4.Amount of sharesto beacquired.
Taxpayer Identification Number of theshareholder entitled to Pre-emptiveright to acquireshares(if applicable).
For individuals- passport details(dateand place of birth, series, number and the date of issue, issuing authority).
For legalentities- information of thestateregistration of theentity (for Russian legalentities- information on thestateregistration of alegalentity/registration in the Unified state register for legalentities(date, registration authority, number of therelevant certificate).
The number and details of theApplicant's personalaccount in theIssuer'sregister of holders of registered securitiesto transfer theacquiredSharesto it.
Bank details of the potential buyer (hereinafter - the"Buyer") for the purposes of refund.
Contact details:e-mail, telephone number, postaladdress;
For non-residents- an indication of whether the non-resident isa qualified investor in thestate of itslocation;
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 thisApplication and at the time of the decision to subscribe and pay for the newshares(the"Relevant Times"), the Owner (A) isandwill bea qualified institutionalbuyer (as defined in Rule 144Aunder the U.S. SecuritiesAct of 1933 (the "Securities Act")) in the United States(within the meaning of Regulation S) andwill not re-offer or re-sell the newsharesexcept outsidethe United Statesin accordance with Rule 904 of Regulation Sunder 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 EconomicArea(hereinafter, "EEA"), or (b) isa "qualified investor" (as this term is defined in Directive 2003/71/EC asamended 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 ServicesandMarketsAct 2000 (Financial Promotion) Order 2005 (the"Order") or a high net worth entity fallingwithinArticle 49(2)(a) to (d) of the Order;and (iv) has not taken andwill not takeany action which would requirethe Company to publish a prospectus or asupplement to a prospectusin any EEAmember state or any other jurisdiction.
It isrecommended to enclosethe document of payment for all Sharesacquired by theapplicant to theApplication.
The person exercising the Pre-emptive right on acquisition of shares is responsible for the accuracy of the information indicated in theApplication and itscorrespondence to the data contained in theIssuer'sregister of shareholders.
The receipt of Applications shall be effected every business day from 9 am till 1 pm (Moscowtime) 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" businesscentre), 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 sharesspecified in theApplication; theApplication shall besatisfied in respect to theamount of additional sharesspecified 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 sharesacquired under the Pre-emptive right such shareholder will be considered to haveexercised their Pre-emptive right in respect of the number of additional sharesthat such shareholder hasactually paid for.
If theamount of sharesspecified in theApplication exceedsthe maximumamount of additional sharesthat might beacquired by theshareholder under the Pre-emptiveright pro ratato 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 sharesthat theshareholder hastheright to acquirein theexercise of the Pre-emptiveright with respect to additional shares.
If the amount of funds transferred to the Issuer for payment of the Sharesacquired 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 theApplication. In the event that theApplication 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 theIssuer'sregistered 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 securitiesand item 8.8.5 of the Prospectus;
theapplication does not allowtheidentification of theshareholder on whose behalf theApplication wassubmitted, asashareholder entitled to Pre-emptiveright to acquireshares;
theApplication signed by theauthorized representative of theshareholder exercising the Pre-emptiveright to acquireshares does not includethe original or a notarized copy of a duly executed power of attorney or other document confirming therepresentative'sauthority;
the person entitled to Pre-emptiveright to acquireshares did not fulfill the obligation to pay for thesecuritiesto be placedwithin the Pre-emptiveright period;
theapplication wasreceived by theIssuer upon theexpiry of the Pre-emptiveright period.
In thiscase the Issuer shall deliver the notice on impossibility to exercise the Pre-emptive right to acquire sharesaccording to the conditions indicated in theApplication to the person who submitted theApplication within 3 business daysafter thereceipt of theApplication with explanation of reasons why such exercise of the Pre-emptive right for the acquisition of shares is impossibleto thee-mailaddressspecified in theApplication, and if theApplication does not contain e-mailaddress- to the postaladdressspecified in theApplication.
In case of receipt of the notice on impossibility to exercise the Pre-emptive right for the acquisition of sharesa shareholder, interested in exercising the Pre-emptive right to acquire shares before the expiry of the Pre-emptive right period is entitled to submit such Application repeatedly after elimination of the reasons due to which exercise of the Pre-emptive right was impossible.
Payment for Shares by the Buyersshall be made via bank transfer of monetary funds in the currency of the Russian Federation to the settlement accounts of the Issuer under the details indicated below.
At theexercise of the Pre-emptiveright to acquiresharesthe Sharesshall befully paidwithin Pre-emptiveright period.
The Sharesare placed subject to their full payment. Deferred payment is not applicable. The obligation to pay for the Shares shall be deemed settled from the receipt of monetary funds on the corresponding account of the Issuer specified by the Decision on the issue of additional securitiesand the Prospectus of securities.
If the obligation to pay for the Shares is not fulfilled within the period specified in the Decision on theAdditional Issue of Securities, the Issuer does not have a counter obligation to transfer the Sharesto the person having the Pre-emptiveright to acquirethe Shares.
Information on thecredit Institution
Fullcompany name: Publicjoint-stock company "Sberbank ofRussia", Krasnodar branchNo. 8619. Short company name: Krasnodar branchNo. 8619, PJSC«Sberbank», Krasnodar. Address: 34 Krasnoarmeyskaya street, Krasnodar. Bank details of accountsto transfer monetary fundsfor securities payment: Individual Taxpayer Number: 7707083893 RCBIC: 040349602 Account number: 40702810330000100078 Correspondent account: 30101810100000000602 Type of account: settlement account in thecurrency ofthe RussianFederation Account owner: PJSC"Magnit" Individual Taxpayer Number/KPPcode ofthe account owner: 2309085638 /230750001
Non-monetary formof payment is not acceptable.
Formof non-cash payments: settlements by payment orders.
The results of the Pre-emptive rights to acquire shares shall be finalized by the sole executive body of the Issuer within 5 (five) days from the date of expiry of the Pre-emptiveright period.
The Issuer discloses information on the results of the Pre-emptive rights to acquire shares by means of publication of the report in the News Wire and on the Website within 5 (five) daysfromthe date of rendering theresults of the Pre-emptiverightsto acquireshares. Publication on the Websiteshall bemadeafter the publication on the Newswire.
Thetext of the Decision on theissue of securitiesand the Prospectus of Securitiesisavailable on the Web site of theIssuer.All interested partiesmay reviewthe Decision on theissue of additional securitiesand the Prospectus of securitiesand receivecopiesat thefollowing address: 15/5 Solnechnayastreet, Krasnodar, 350072, the Russian Federation.
Category Code: MSCU TIDM: MGNT LEICode: 2534009KKPTVL99W2Y12 OAM Categories:3.1.Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 4950
End ofAnnouncementEQS News Service
ISIN: US55953Q2021
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