Share Issue/Capital Change • Dec 4, 2017
Share Issue/Capital Change
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04-Dec-2017 / 17:17 CET/CEST
Dissemination of a RegulatoryAnnouncement, 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This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be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.
Press Release Krasnodar December 4, 2017
Krasnodar, Russia (December 4, 2017): Magnit PJSC, one of Russia's leading retailers (the "Company"; MOEX and LSE:MGNT), announces thestateregistration ofthe additionalissue of securities.
| Type,category, series ofsecurities: | ordinaryregistered uncertified shares (stateregistration number № 1-01-60525-P as of 04.03.2004), International Securities Identification Number (ISIN) RU000A0JKQU8. |
|---|---|
| State registration number of the additional issue ofsecuritiesand date ofregistration: |
No. 1-01-60525-P as of December 4, 2017 |
| Registration authority which exercised state registration of the additional issue of securities: |
Bank of Russia |
| Amount of securities subject to offering and nominal value per share: |
7,350,000 (seven million three hundred and fifty) shares with a nominal value of 0.01 ( 0 rubles 01 kopeck) per share |
| Method of offering: | open subscription |
Shareholders of the Issuer have the Pre-emptive right to acquire shares of the additional issue (hereinafter - the "Shares") pro rata to their shareholdings (shares ofthis category (type) owned by shareholders) (hereinafter - the "Pre-emptive right to acquire shares). Holders of the Issuer's ordinary shares as ofthe 10th day fromthe decision of the Company's Board of Directors on the offering of Shares have the Pre-emptive right to acquire Shares.
The offer price(including for individuals entitled to exercisethe Pre-emptive right to acquire shares) per Share amounts to 6,185 (six thousand one hundred and eighty five) rubles.
The commencing date of the Share offering (hereinafter - the "Offering commencing date")among individuals entitled to exercisethe Pre-emptive right to acquirethe Shares,and among other individuals shall be determined by the sole executive body ofthe Issuerafter the state registration ofthe additionalissue ofSharesand thetermination ofthe validity period ofthe Pre-emptiveright to acquireshares.
The offering of Shares shallcommence on or after the date fromwhich the Issuer provides the access to the Securities Prospectus related to the additionalissue ofShares (hereinafter - the"Securities Prospectus").
The offering commencing date determined by thesoleexecutive body of theIssuer may bechanged by the decision of this management body of the Issuer, subject to compliance with the requirements to the procedure of disclosure of information on the change of the Offering commencing date determined by thecurrent legislation ofthe Russian Federation, by the decision on theadditional issue ofsecurities (hereinafter - the "Decision on the additionalissue ofsecurities")and the Securities Prospectus.
Thecompletion date of the Shares offering (hereinafter - the"Offering completion date") shall betheearliest ofthefollowing dates:
a) the 9 (ninth) business day fromthe Offering commencing date(including the Offering commencing date); b) the date of placement ofthelast Share.
The Offering completion date shall not be later than one year fromthe state registration of the additional issue of the Shares . The Issuer shall be entitled to extend this termbymaking thecorresponding amendments to the Decision on theadditional issue ofsecurities according to the procedure established by the applicable legislation. Each extension of the Shares offering period shall not exceed one year, and the total offering period of Shares including theextension period shall notexceed three years fromthe date ofthestateregistration oftheadditionalissue.
The Shares offering period shall be determined by stating of the dates of disclosure ofany information on theadditionalissue ofthe Shares .
The Securities Prospectus has been registered together with thestateregistration ofthesecuritiesadditionalissue.
TheIssuer shall publish thetext of theregistered Securities Prospectus on theIssuer's webpages not later than the Offering commencing date.
The text of the registered Securities Prospectus shall be available on the Issuer's webpages from the date of expiration of the above period established by the Provisions on theinformation disclosurefor its publication in theInternet,and ifit is published in the Internetafter the expiration of this period - fromthe date of its publication in the Internet and within not less than 5 (five) years fromthe date of publication in the Internet of the text of the Notification on theadditionalissue ofsecurities submitted to theregistration authority.
Starting fromthe date of the state registration of the Shares issue all interested individuals can read the Securities Prospectus and receive its hard copy at thefollowing address: 15/5 Solnechnayastreet, Krasnodar, 350072, Russian Federation.
The hard copy of the Securities Prospectus shall be provided to shareholders and other interested individuals at their request for the fee not exceeding thecost ofcopyingwithin 7 (seven) days period fromthe date ofrequest.
TheIssuer will providethereport on theadditionalissue of securities to theregistration authority after thecompletion ofthe Shares offering.
| 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:3.1.Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 4942
End ofAnnouncementEQS News Service
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