24th Dec 2009 07:01
Press-release
Krasnodar
December 24, 2009
OJSC "Magnit" announces the approval of the decision to issue the securities.
Krasnodar, December 24, 2009: OJSC «Magnit» (the "Company"; RTS, MICEX and LSE: MGNT) announces the approval of the decision to issue the securities
The Board of OJSC "Magnit" directors held on December 23, 2009 in the form of joint-presence approved the decision to place non-convertible interest-bearing certified Exchange-traded bonds to the bearer of BO-01/BO-02/BO-03/BO-04 series of OJSC "Magnit" with the obligatory centralized custody in the amount of 1,000,000 (one million) / 1,000,000 (one million) / 1,500,000 (one million five hundred thousand) / 2,000,000 (two million) bonds correspondingly with the nominal value of 1,000 (one thousand) rubles each (hereafter referred to as - the "Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series"), with the total nominal value of 1,000,000,000 (one billion) / 1,000,000,000 (one billion) / 1,500,000,000 (one billion five hundred million) / 2,000,000,000 (two billion) rubles correspondingly placed by means of the open subscription at the price of 100 (hundred) per cent of the nominal value of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series which amounts to 1,000 rubles per each Exchange-traded bond of BO-01/BO-02/BO-03/BO-04 series, with the redemption period on 1,092nd (one thousand ninety-second) day after the commencement date of placement of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series in monetary terms by means of non-cash settlement in the currency of the Russian Federation.
The following BOD members were present: A. Arutuynayn, V. Butenko, S.Galitskiy, K. Pombukhchan, D.Chenikov.
M. Westman and A. Makhnev provided their written opinions regarding the questions of the agenda of the BOD meeting of OJSC "Magnit".
The number of the BOD members participated in the meeting including written opinions of M. Westman and A. Makhnev amounts to not less than half of the BOD quantitative composition defined by the Charter of OJSC "Magnit".
Quorum for execution of the BOD meeting with this agenda is present.
The voting cast on this question is as follows: A. Arutuynayn - "for", V. Butenko - "for", M. Westman - "for", S.Galitskiy - "for", A. Makhnev - "for", K. Pombukhchan - "for", D.Chenikov - "for". The Decision was approved.
Type of securities to be placed:
Interest-bearing non-convertible certified Exchange-traded bonds to the bearer of BO-01/BO-02/BO-03/BO-04 series with the obligatory centralized custody with the possibility of the advanced redemption upon the request of the owners and at the discretion of the Issuer (hereafter referred to as Exchange-traded bonds, Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series)
The redemption period:
1,092nd (one thousand ninety-second) day after the commencement date of placement of the Exchange-traded bonds.
The amount of securities to be placed and the nominal value per each:
1,000,000 (one million) / 1,000,000 (one million) / 1,500,000 (one million five hundred thousand) / 2,000,000 (two million) bonds correspondingly with the nominal value of 1,000 (one thousand) rubles each and the total nominal value of 1,000,000,000 (one billion) / 1,000,000,000 (one billion) / 1,500,000,000 (one billion five hundred million) / 2,000,000,000 (two billion) rubles correspondingly.
Method of placement:
Open subscription
Placement price of the securities or procedure of its determination:
The price of the Exchange-traded bonds is determined to be equal to 1,000 (one thousand) rubles per each Exchange-traded bond (100 per cent of the nominal value).
Placement period of securities or the procedure of its determination
Placement of the Exchange-traded bonds can be started not earlier than in seven days from the date of disclosure by the Issuer as well as by the stock-exchange performed the admission of the exchanged-traded bonds to trading of the information on the admission of the Exchange-traded bonds to trading on the stock-exchange.
Commencement date of the placement of the Exchange-traded bonds is set by the sole executive agency of the Issuer.
If on the date of the occurrence of an event to be disclosed by the Issuer in accordance with the applicable legislation as well as regulations of the federal authority on the securities market, provided procedures and timelines of information disclosure of such event differ from those provided by the Decision on the securities issue and the Prospectus, information on such event shall be disclosed according to the procedure and timeline provided by the federal legislation as well as regulations of the federal authority on the securities market applicable on the date of the occurrence of the event.
Report on the commencement date of placement of the Exchange-traded bonds shall be published by the Issuer in accordance with the requirements of the Provision on the information disclosure by the issuers of securities ratified by the Order of FFMS of Russia of 10.10.2006 № 06-117/pz-n within the following timeline:
- in newslines of information agencies authorized by the federal authority on the securities market to disclose information on the securities market not later than 5 days prior to the commencement date of placement of securities;
- on the website of the Issuer in the Internet at the following address: http://www.magnit-info.ru -not later than 4 days prior to the commencement date of placement of securities.
Commencement date of placement of the Exchange-traded bonds can be changed by the decision of the sole executive agency of the Issuer provided that the requirements set by the legislation of the Russian Federation, Decision on the securities issue and the Prospectus to the procedure of information disclosure on change of the commencement date of placement of Exchange-traded securities are complied with..
If the Issuer makes the decision to change the commencement date of securities placement disclosed according to the procedures provided above, the Issuer must publish a report on the change of the commencement date of securities placement in newslines and on the website not later than 1 day prior to the this date.
Closing date of placement or procedure of its determination:
Closing date of placement of the Exchange-traded bonds and the commencement date of placement of the Exchange-traded bonds coincide.
Other terms of placement of securities determined by the decision on their placement:
At placement of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04series settlement in cash is provided.
Placement of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is performed by means of conclusion of purchase and sale transactions at the placement price of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on tradings held by closed-joint company "MICEX Stock Exchange".
Expenses related to the credit entry on the deposit of securities into a custodian account (performing centralized custody of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series) of their first owners (purchaser) shall be incurred by the first owners of the securities.
Redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is made by the paying agent under instructions and at the expense of the Issuer. If the redemption date of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is a non-working day - irrespective of the fact whether it is a public holiday or a day-off the clearing transactions - payment of the due amount is made on the first working day following the day-off. The owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is not entitled to demand an interest charge or any other compensation for such delay in payment. On the redemption date of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series the paying agent transfers required amount of cash to the accounts of persons entitled to receive the redemption amounts on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04series. If one person is authorized to receive the redemption amounts on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on the part of several owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series, total amount without breakdown by each owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series shall be transferred to such person.
Commencement and closing dates of redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series coincide. Payment of the nominal value of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series at their redemption is made in the currency of the Russian Federation without cash transfer.
Procedure of the advanced redemption of the Exchange-traded bonds at the discretion of the issuer:
1. Prior to the commencement date of placement of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series OJSC "Magnit" can make a decision on the possibility of the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on its discretion. At that OJSC "Magnit" must determine a date when it will be able to realize the advance redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series. If such decision is made OJSC "Magnit" can announce the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series according to the procedure and timeline set by the decision on the securities issue.
Advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series at the discretion of OJSC "Magnit" is made at the unredeemed part of the nominal value by the paying agent under the instructions and at the expanse of OJSC "Magnit". At the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series coupon yield/accrued coupon yield calculated on the date of such advanced redemption in accordance with the Decision on the securities issue and the Prospectus will be paid to the owners of the Exchange-traded bonds. If the date of the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is is a non-working day - irrespective of the fact whether it is a public holiday or a day-off the clearing transactions - payment of the due amount is made on the first working day following the day-off. The owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is not entitled to demand an interest charge or any other compensation for such delay in payment. On the date of the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series the paying agent transfers required amount of cash to the accounts of persons entitled to receive the amounts of the advanced redemption on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04series. If one person is authorized to receive the amounts of the advanced redemption on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on the part of several owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series, total amount without breakdown by each owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series shall be transferred to such person.
Commencement and closing dates of the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series coincide. Payment of the nominal value of the unredeemed part of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series at their advanced redemption as well as payment of yield on them is made in the currency of the Russian Federation without cash transfer.
2. Prior to the commencement date of placement of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series of OJSC "Magnit" can make a decision on the partial advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on the closing date of the next scheduled coupon period (-s). At that OJSC "Magnit" must determine the number of the coupon period (-s) on the closing date of which it will perform the advanced redemption of the definite part of the nominal value of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series, as well as a per cent of the nominal value to be redeemed on the closing date of the stated coupon period. If such decision is made OJSC "Magnit" shall disclose information on the partial advanced redemption of the Exchange-traded of BO-01/BO-02/BO-03/BO-04 series according to the procedure and timeline set by the decision on the securities issue.
Partial advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 at the discretion of OJSC "Magnit" is made in the amount of the per cent of the nominal value set by OJSC "Magnit" by the paying agent under the instruction and at the expense of OJSC "Magnit". If the date of the partial advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is a non-working day - irrespective of the fact whether it is a public holiday or a day-off the clearing transactions - payment of the due amount is made on the first working day following the day-off. The owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is not entitled to demand an interest charge or any other compensation for such delay in payment. On the date of the partial advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series the paying agent transfers required amount of cash to the accounts of persons entitled to receive the amounts of the partial advanced redemption on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04series. If one person is authorized to receive the amounts of the partial advanced redemption on the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series on the part of several owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series, total amount without breakdown by each owner of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series shall be transferred to such person.
Commencement and closing dates of the partial advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series coincide. Payment of the per cent set by OJSC "Magnit" of the nominal value of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series at their partial advanced redemption as well as payment of yield on them is made in the currency of the Russian Federation without cash transfer.
Procedure of the advanced redemption of the Exchange-traded bonds upon the request of the owners of the Exchange-traded bonds:
1. In case if shares or bonds of all types and categories of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series of the Issuer are excluded from the list of securities admitted to trading on all stock exchanges which admitted the Exchange-traded bonds to trading (excluding delisting cases because of the expiration term of the bonds floatation or their redemption), the owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series will be entitled to call for their advanced redemption.
Advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series upon the request of the owners is made by cash in the currency of the Russian Federation through non-cash settlement at 100 (one hundred) per cent of the unredeemed part of the nominal value. At the advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series accrued coupon yield calculated on the date of such advanced payment in accordance with the Decision on the securities issuance and the Prospectus will be paid to the owners of the Exchange-traded bonds. The possibility to choose the form of redemption for the owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series is not provided.
2. If the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series will be included into the quotation list "B" their owners will receive the right to call them for the advanced redemption in case of delisting of this bonds on all stock-exchanges included these bonds into the quotation lists.
Advanced redemption of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 at the discretion of their owners is made at the unredeemed part of the nominal value by the paying agent under the instructions and at the expanse of OJSC "Magnit". If the date of the advanced redemption of the bonds of BO-01/BO-02/BO-03/BO-04 series is a non-working day - irrespective of the fact whether it is a public holiday or a day-off the clearing transactions - payment of the due amount is made on the first working day following the day-off. The owner of the bonds of BO-01/BO-02/BO-03/BO-04 series is not entitled to demand an interest charge or any other compensation for such delay in payment. On the date of the advanced redemption of the bonds of BO-01/BO-02/BO-03/BO-04 series the paying agent transfers required amount of cash to the accounts of persons entitled to receive the amounts of the advanced redemption on the bonds of BO-01/BO-02/BO-03/BO-04series.
If one person is authorized to receive the amounts of the advanced redemption on the bonds of BO-01/BO-02/BO-03/BO-04 series on the part of several owners of the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series, total amount without breakdown by each owner of the bonds of BO-01/BO-02/BO-03/BO-04 series shall be transferred to such person.
Commencement and closing dates of the advanced redemption of the bonds of BO-01/BO-02/BO-03/BO-04 series coincide. Payment of the unredeemed part of the nominal value of the bonds of BO-01/BO-02/BO-03/BO-04 series at their advanced redemption as well as payment of yield on them is made in the currency of the Russian Federation without cash transfer.
Pre-emptive right is not provided for the Exchange-traded bonds of BO-01/BO-02/BO-03/BO-04 series.
Registration of the Prospectus of the OJSC "Magnit" Exchange-traded bonds is not exercised. Information disclosure is made in accordance with the Provision on information disclosure by the securities issuers, ratified by the Order of FSFM of the Russian Federation of 10.10.2006 № 06-117/pz-n.
For further information, please contact:
|
Oleg Goncharov |
Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100 Mob.: +7 (903) 411-40-35 Direct line for investors only: +7 (861) 277-45-62 |
|
Dina Svishcheva |
Manager, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 |
Company description:
Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of September 30, 2009 the chain consisted of 2,960 convenience stores and 21 hypermarkets in 974 locations in the Russian Federation.
Approximately two-thirds of the Company's stores are located in cities with a population of less than 500,000 inhabitants. Most of its stores are located in the Southern, Central and Volga regions. The Company also operates stores in the North-Western and Urals regions.
As of September 30, 2009 the Company operated an in-house logistics system consisting of 9 distribution centers, employing automated stock replenishment systems and a fleet of 1,362 vehicles.
In accordance with the unaudited IFRS consolidated financial statements for the six months ended June 30, 2009, the Company recorded consolidated revenue of approximately US$2,378 million and consolidated EBITDA of around US$224 million.
Related Shares:
MGNT.L