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Magnit

Related Party Transaction May 29, 2018

6413_rns_2018-05-29_e9e8e8b8-c944-4bfd-80f5-0e7fdc177eab.pdf

Related Party Transaction

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MAGNIT PJSC (MGNT)

29-May-2018 / 17:43 MSK Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

Press Release Krasnodar May 29, 2018

PJSC"Magnit" Announces the Execution of the Material Transaction by JSC"Tander"

Krasnodar, Russia (May 29, 2018): Magnit PJSC, one of Russia's leading retailers (the "Company", the "Issuer"; MOEX and LSE: MGNT), announces theexecution ofthe materialtransaction by JSC "Tander"onMay 29, 2018.

Type of transaction: major transaction.

Company which executed major transaction: Joint Stock Company "Tander" (company controlled by and of material significance to PJSC "Magnit") located at 185 Levanevskogo street, Krasnodar, 350000, Taxpayer Id. Number 2310031475, Primary State Registration Number 1022301598549.

Subject of transaction:

Additional agreement No.2 of May 29, 2018 (hereinafter - the Additional agreement) to the Credit agreement No. KC-ЦВ-730750/2015/00024 of December 31, 2015 (hereinafter - the Credit agreement) between Joint Stock Company "Tander" (hereinafter - the Borrower)and VTBBank (PublicJoint Stock Company) (hereinafter - the Bank (the Creditor)).

Content of transaction:

According to the Creditagreement (as amended under theAdditionalagreement No.1 ofMay 5, 2016, theAdditionalagreement No.2 of May 29, 2018) the Creditor shall provide the Credit amounts to the Borrower under the Borrower's requests (offers), and the Borrower shall repay the Creditamounts, pay interestand fulfill other obligations on thefollowing essentialtermsand conditions:

  1. Maximumdebt limit under the Creditagreementshall notexceed 60,000,000,000 (Sixty billion) rubles;

  2. Purpose of the credit line (the aggregate amount of credit transactions which the Borrower is entitled to obtain under the Credit agreement):

2.1. Financing ofthe ordinary course of business for the purpose ofworking capitalfinancing;

  • 2.2. Financing ofthecurrent operationsand financing of operations stipulated in thecharter ofthe Borrower;
  • 2.3. Financing ofthecash flowgaps;
  • 2.4. Financing of the generalcorporate needs;
  • 2.5.Acquisition offinancialassets (except for promissory notes);
  • 2.6.Acquisition, repair, modernization offixed assets;
  • 2.7. Organization of a newproduction line/businessactivity;
  • 2.8. Construction (reconstruction) ofrealestatefor production/commercialactivities;
  • 2.9.Acquisition ofrealestatefor production/commercialactivities;
  • 2.10. Refinancing ofrealestateconstruction (reconstruction)costs for production/commercialactivities,

2.11.Acquisition ofsecurities issued by the Bank (including promissory notes with a maturity of not less than 180 ( One hundred and eighty) calendar days fromtheissue date). Thesubsequent use offunds received after redemption ofsecurities shall becarried out within the purposes set out in theAdditionalagreement;

2.12. Settlement ofthe Borrower's liabilities to repay loansand borrowings obtained fromthethird parties (except for loans provided by the Bank) in respect ofthe borrowed funds used for the purposesauthorized by theAdditionalAgreement;

  1. The interest rate within the Credit line is determined according to the terms ofthe Creditagreementand shall notexceed 26 (Twenty six) percent perannumforeach particular Credit transaction;

  2. The terms, procedure of provision and repayment of credit amounts, interest and other payments shall be determined by the Credit agreement.

Deadline forfulfillment of obligations underthe transaction:

The Borrower shall repay (return) the fullamount of the Credits on the date on 1,825 (one thousand eight hundred twenty five) calendar days fromthe execution date of the Additionalagreement. The Borrower shall repay (return) the Credits within 1,825 (One thousand eight hundred and twenty five)calendar days fromtheexecution date oftheAdditionalagreement under the Credit line.

Parties and beneficiaries underthe transaction:

The Creditor (the Bank) - VTBBank (PublicJoint Stock Company) The Borrower - Joint Stock Company "Tander".

The amount of the transaction in the monetary value and as a % of the asset value of JSC"Tander":

138,000,000,000 rubles (32.22%)

Asset value of JSC"Tander" as of the closing date of the accounting period preceding the execution of the transaction:

428,257,402 thousand rubles

Date of the transaction execution: May 29, 2018

Information on the approval of the transaction:

Thetransaction isapproved by the decision ofthesoleshareholder oftheJoint Stock Company "Tander"as w/o No. ofApril 19, 2018.

Forfurtherinformation, please contact:

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]

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 ofKrasnodar.As ofMarch 31, 2018, Magnit operated 37 distribution centersand 16,625 stores (12,283 convenience, 242 hypermarkets, 210 Magnit Family storesand 3,890 drogeriestores) in 2,764 citiesand towns throughout 7 federalregions ofthe Russian Federation.

In accordance with theaudited IFRS results for 2017, Magnit had revenues ofRUB 1,143 billion and an EBITDAofRUB 92 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 fromStandard &Poor's ofBB. Measured bymarketcapitalization, Magnit is one ofthelargest retailers inEurope.

ISIN: US55953Q2021 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.: 5593 EQS News ID: 690567

End ofAnnouncementEQS News Service

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