23rd Apr 2012 07:06
Press-release
Krasnodar
April 23, 2012
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, April 23, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on April 20, 2012.
Dear Ladies and Gentlemen!
We would like to inform you that today the BOD meeting was held (minutes of BOD of OJSC "Magnit" are w/o No. of April 20, 2012).
The meeting agenda:
1. Preliminary approval of the OJSC "Magnit" annual report,
2. Approval of recommendations to the general shareholders' meeting of the company on distribution of profit, including the amount of dividend on shares of OJSC "Magnit" and procedure of its payment, and loss of the company based on the results of 2011 financial year,
3. Approval of recommendations to the general shareholders' meeting of the company on the amount of dividend on shares of OJSC "Magnit" and procedure of its payment based on the results of the first quarter of 2012 financial year,
4. Approval of the form and text of voting ballots for the annual general shareholders' meeting of OJSC "Magnit",
5. Approval of the list of candidates for election to the revision commission of the company on the annual general shareholders' meeting of OJSC "Magnit",
6. Determination of the amount of remuneration for the auditor's services,
7. Determination of the recommended price of transactions for the general shareholders' meeting of OJSC "Magnit" to make a decision on approval of major related party transactions,
8. Determination of the recommended price of transactions for the general shareholders' meeting of OJSC "Magnit" to make a decision on approval of related party transactions,
9. Determination of the position of OJSC "Magnit" representative under realization of voting right on shares in charter capital of LLC "Magnit Finance" owned by the company,
10. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on shares in charter capital of LLC "Alkotrading" owned by the company,
11. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on shares in charter capital of LLC "Tandem" owned by the company,
12. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on shares in charter capital of JSC "Tander" owned by the company,
13. Approval of the related party transactions.
The following BOD members were present: V. Butenko, S. Galitskiy, K. Pombukhchan, A. Shkhachemukov.
A. Arutyunyan, A. Zayonts and A. Makhnev provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit".
The number of the BOD members participated in the meeting, including written opinions of A. Arutyunyan, A. Zayonts and A. Makhnev, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.
Quorum to hold the BOD meeting with this agenda is present.
On the items 1-6, 9-12 of the agenda:
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decisions are made.
On the items 7, 8, 13 of the agenda:
Votes cast is as follows:
A. Arutyunyan - "abstained from voting", V. Butenko - "for", S. Galitskiy - "abstained from voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "abstained from voting", A. Shkhachemukov - "for".
The decisions are made.
Content of decisions:
On the item 1 of the agenda:
"To approve the annual report of OJSC "Magnit" over the financial year 2011 and to present it for consideration by the general shareholders' meeting of the Company (supplement №1 to the minutes of the BOD)".
On the item 2 of the agenda:
"To approve recommendations to the general shareholders' meeting of the Company on distribution of profit, including the amount of dividend on shares of OJSC "Magnit" and procedure of its payment, and loss of the Company based on the results of 2011 financial year.
To determine the dividend amount according to OJSC "Magnit" BOD's recommendations on distribution of net profit of the Company following 2011 financial year as follows:
- total amount of funds for dividend payment - 1,726,690,342.30 rubles;
- total amount of funds for dividend payment on one share - 18.26 rubles.
On the item 3 of the agenda:
"To approve recommendations to the general shareholders' meeting of the Company on the amount of dividend on shares of OJSC "Magnit" and procedure of its payment based on the results of the first quarter of 2012 financial year.
To determine the dividend amount according to OJSC "Magnit" BOD's recommendations on dividend amount on the Company's shares following the first quarter 2012 financial year as follows:
- total amount of funds for dividend payment - - 489,827,818.90 rubles;
- total amount of funds for dividend payment on one share - 5.18 rubles.
It was recommended to OJSC "Magnit" annual general shareholders' meeting to ratify the following dividend payment procedure:
To pay dividends according to the results of 2011 financial year and the first quarter of the year of 2012 in the amount of 23.44 rubles on one ordinary share.
To determine the dividend payment term - within 60 days from the date of adoption of the correspondent decision by the general shareholders' meeting. To effect the dividend payment with cash funds via the Registrar of the Company - OJSC "United Registration Company" as the body providing services on dividend payment (19, Leninskaya Sloboda str., Moscow).
In case of return of the transferred dividends to OJSC "Magnit" as a result of incorrect bank details in the register of shareholders of OJSC "Magnit" or as a result of a shareholder's death, the repeated dividend payment shall be effected after the submission to the OJSC "United Registration Company" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders.
In case of return of dividends sent by mail payment transfer, the repeated dividend payment shall be effected by means of bank transfer to the account after submission by shareholder of bank details to the OJSC "United Registration
Company" and their inclusion to the shareholders register of OJSC "Magnit". The dividend transfer by any means is effected at the expenses of OJSC "Magnit".
The list of persons entitled to receive dividends shall be executed on the date of the execution of the list of persons entitled to participate in the annual General shareholders' meeting of OJSC "Magnit" - April 13, 2012.
On the item 4 of the agenda:
"To approve the form and text of voting ballots (supplement №5 to the minutes of the BOD) for voting on the items under consideration on the annual general shareholders' meeting of OJSC "Magnit".
On the item 5 of the agenda:
"To approve the following list of candidates for election to the revision commission of the Company on the annual general shareholders' meeting of OJSC "Magnit":
Roman Efimenko
Anzhela Udovichenko
Denis Fedotov
On the item 6 of the agenda:
"To determination remuneration for the "Faber Leks" Audit Limited Liability Company auditor's services in the amount of not more than 250,000 (two hundred and fifty thousand) rubles excl. VAT".
On the item 7 of the agenda:
"Since the loan agreement (several associated loan agreements) which the Company plans to execute with JSC "Tander" in future is a major related-party transaction, the price of the property to the possible disposal of which the provision of loan is related is subject to determination by the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the loan agreement (several associated loan agreements) shall be determined under the terms of agreement that the Company plans to execute in future as follows:
• parties of transaction (transactions): the Lender - OJSC "Magnit", the Borrower - JSC "Tander";
• subject of transaction (transactions): loan of funds;
• limit price (amount) of the transaction (transactions): up to 21,000,000,000 (twenty one billion) rubles;
• loan interest rate: not more than 12% (twelve per cent) per annum;
• deadline of fulfillment of obligations under the transaction(s): up to3 (three) years from the time of execution (term of loan and interest refund).
To determine that the price of the property that may be directly or indirectly disposed under the loan agreement (-s) may amount to 25 (twenty five) and more per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting period, but shall not exceed 50 (fifty) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.1 of the agenda:
"Since the guarantee agreements which the Company plans to execute in future for securing of the obligations of JSC "Tander" (hereinafter - the Borrower) to VTB Bank (open joint-stock company) (hereinafter - the Lender) under the Credit Agreements are related-party transactions, the price of the property to the possible disposal of which the provision of guarantee is related is subject to decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies¨ to determine that the price of the property of the Company that may be directly or indirectly disposed under the guarantee agreements shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
1. The Lender shall provide the Borrower with Credit under Credit agreements for purpose of working capital financing with the total limit not exceeding 10,000,000,000 (ten billion) rubles and the Borrower shall repay the received
2. Credit shall be provided for the period of 3 (three) year;
3. interest rate for Credit use shall not exceed 12% (twelve per cent) per annum;
4. terms of credit provision and repayment (including any type of remunerations to be paid to the Lender by the Borrower) shall be determined under Credit agreements.
5. limit price (amount) of Guarantee agreements: The Guarantor shall in full be liable to the Lender in case of default of or improper performance of obligations by the Borrower under Credit Agreements including the principal debt, interests, penalty and losses incurred to the Lender in the result of default or improper performance of the obligations by the Borrower under Credit Agreements.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.2 of the agenda:
"Since the guarantee agreement which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) to ROSBANK joint-stock company (open joint-stock company) (hereinafter - the Lender) under the Agreements on revolving credit facility №111230/0249018 of 30.12.2011 (hereinafter - the Credit Agreement) is related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to the decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreement of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
The maximum amount of non-recurrent indebtedness under Individual Credits in Rubles, US Dollars or Euro (Credit facility limit) shall not exceed on any date of Credit Facility Term from the date of execution of Credit Agreement (including) 2,000,000,000 (two billion) rubles or the equivalent amount in Rubles, US Dollars or Euro at the rate of the Bank of Russia.
The Credit Facility shall be provided for the period from 30.12.2011 till 29.06.2015 (including) for the purpose of financing of current activities (working capital financing, capital expenditure and other).
Each Individual credit shall be provided for the period of 36 (thirty six) months from the Date of provision of an Individual Credit that shall be a bank day.
For the Credit Use the Borrower shall pay interest in the amount of one-week two-weeks or three-weeks or one-month, 1 month, 3 months, or 6 months, or 9 months, or 12 months Mosprime interest rate /interest rate on Russian Rubles or EURIBOR /interest rate on Euro or LIBOR rate/ US dollar rate;
The interest period for rates on US Dollars, Euro and Russian Rubles may be equivalent to any calendar period from 1 (one) week to 36 (thirty six) months under the agreement between the parties.
The limit price (amount) of the credit agreement: the total amount of obligations of the Guarantor shall not exceed 2,840,000,000 (two billion eight hundred forty million) rubles.
In case of non-fulfillment of the Requirement within 5 (five) days from the date of Requirement receipt the Guarantor shall pay a fee in the amount of 3 (three) per cent of the amount of the corresponding requirement.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.3 of the agenda:
"Since the guarantee agreement which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) before ROSBANK joint-stock company (open joint-stock company) (hereinafter - the Lender) under the Agreements on revolving credit facility №110414/0249018 of 14.04.2011 (hereinafter - the Credit Agreement) is a related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to the decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreement of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
The maximum amount of non-recurrent indebtedness under Individual Credits in Rubles, US Dollars or Euro (Credit facility limit) shall not exceed on any date of Credit Facility Term from the date of execution of Credit Agreement (including) 2,000,000,000 (two billion) rubles or the equivalent amount in Rubles, US Dollars or Euro at the rate of the Bank of Russia.
Each Individual credit shall be provided for the period of 12 (twelve) months from the Date of provision of an Individual Credit that shall be a bank day.
For the Credit Use the Borrower shall pay interest in the amount of one-week two-weeks or three-weeks or one-month, 1 month, 3 months, or 6 months, or 9 months, or 12 months Mosprime interest rate /interest rate of ROSBANK joint-stock bank (open joint-stock company) on Russian Rubles or EURIBOR / interest rate of ROSBANK joint-stock bank (open joint-stock company) on Euro or LIBOR rate/ interest rate of ROSBANK joint-stock bank (open joint-stock company) on US dollar rate multiplied by the margin that amounts to 1.4 (one point four) per cent per annum;
The limit of credit agreement amount: the total amount of obligations of the Guarantor shall not exceed 2,840,000,000 (two billion eight hundred forty million) rubles.
In case of non-fulfillment of the Requirement within 5 (five) days from the date of Requirement receipt the Guarantor shall pay a fee in the amount of 3 (three) per cent of the amount of the corresponding requirement.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.4 of the agenda:
"Since the guarantee agreement which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) before ROSBANK joint-stock bank (open joint-stock company) (hereinafter - the Lender) under the Agreements on revolving (non-revolving) credit facility are related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreements of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
The maximum amount of non-recurrent indebtedness under the Agreements on revolving (non-revolving) credit facility shall not exceed 5,000,000,000 (five billion) rubles or the equivalent amount in US Dollars or Euro at the rate of the Bank of Russia as of date of financing provision.
The credits shall be provided in the form of Individual Credits within credit facility for the purposes of financing of working capital and/or financing of current activities (floating capital, capital expenditure and etc.).
Term of agreement (-s) on revolving (non-revolving) facilities shall not exceed 42 (forty two) months from the date of execution.
Each Individual credit shall be provided for the period of 36 (thirty six) months from the Date of provision of an Individual Credit.
For the Credit Use the Borrower shall pay interest in the amount of one-week two-weeks or three-weeks or one-month, 1 month, 3 months, or 6 months, or 9 months, or 12 months Mosprime interest rate /interest rate on Russian Rubles or EURIBOR /interest rate on Euro or LIBOR rate/ US dollar rate;
The interest period for rates on US Dollars, Euro and Russian Rubles may be equivalent to any calendar period up to 36 (thirty six) months under the agreement between the parties.
The limit price (amount) of the guarantee agreement (agreements): the total amount of the Guarantor's obligations shall not exceed 6,800,000,000 (six billion eight hundred million) rubles".
In case of non-fulfillment of the Requirement within 5 (five) days from the date of Requirement receipt the Guarantor shall pay a fee in the amount of 3 (three) per cent of the amount of the corresponding requirement.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.5 of the agenda:
"Since the guarantee agreements which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) before Sberbank of Russia open joint-stock company (open joint-stock company) (hereinafter - the Lender) under the Agreements on revolving (non-revolving) credit facilities (hereinafter - Credit Agreements) are related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to the decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreements of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
1. total limit of crediting under all Credit Agreements which the Borrower plans to execute in future shall not exceed 15,000,000,000 (fifteen billion) rubles;
2. credit shall be provided for the period up to 5 (five) years;
3. interest rate for credit use including commission fees shall not exceed 12 (twelve) per cent per annum;
4. terms of provision and repayment of credit amount, interest and other payments shall be determined under the corresponding Credit Agreements;
5. Lender's obligations shall be secured in part by the Company's guarantee;
6. total amount of the Company's obligations of the provided guarantee on any date of validity period of Credit Agreements shall not exceed 15,000,000,000 (fifteen billion) rubles".
On the item 8.6 of the agenda:
"Since the guarantee agreements which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) to ABSOLUT joint-stock commercial Bank (joint-stock company) (hereinafter - the Lender) under the Agreements on revolving (non-revolving) credit facilities (hereinafter - Credit Agreements) are related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to determination by the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreements of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
1. The Lender shall provide the Borrower with Credit under Credit Agreements for the financing of current activities and/or for the purposes of expansion of retail chain, including acquisition of movable and real property, goodwill, and/or for financing of overhaul, technical modernization with the total limit in the amount not exceeding 2,000,000,000 (two billion) rubles, and the Borrower shall repay the received Credit under the terms of Credit Agreements;
2. the Credit shall be provided for the period of 12 (twelve) months;
3. interest rate for the credit use shall amount to 22% (twenty two per cent) per annum;
4. terms of Credit provision and repayment (including the amount of any remuneration paid to the Lender by the Borrower) shall be determined under Credit Agreements;
5. limit price (amount) of guarantee agreements: the Guarantor shall be fully responsible before the Lender in case of default in or improper performance of the Borrower's obligations under the Credit Agreements, including main debt, accrued interest, fees and penalties incurred by the Lender as the result of default in or improper performance of Credit Agreements.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.7 of the agenda:
"Since the guarantee agreements which the Company plans to execute in future for securing of the obligations of JSC "Tander" (the beneficiary) to CREDIT EUROPE BANK joint-stock company (hereinafter - the Lender) under the Agreements on revolving (non-revolving) credit facilities (hereinafter - Credit Agreements) are related-party transaction, the price of the property to the possible disposal of which the provision of guarantee is related is subject to determination by the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the price of the property of the Company that may be directly or indirectly disposed under the agreements of guarantee shall be determined under the terms of credit agreements that the Company plans to execute in future as follows:
1. The Lender shall provide the Borrower with Credit under Credit Agreements for the financing of current activities with the total limit in the amount not exceeding 2,000,000,000 (two billion) rubles, and the Borrower shall repay the received Credit under the terms of Credit Agreements;
2. the Credit shall be provided for the period of 1 (one) year;
3. interest rate for Credit Use shall not exceed 12% (twelve per cent) per annum;
4. terms of Credit provision and repayment (including the amount of any remuneration paid to the Lender by the Borrower) shall be determined under Credit Agreements;
5. limit price (amount) of guarantee agreements: the Guarantor shall be fully responsible before the Lender in case of default in or improper performance of the Borrower's obligations under the Credit Agreements, including main debt, accrued interest, fees and penalties incurred by the Lender as the result of default in or improper performance of Credit Agreements.
The price of the property that may be directly or indirectly disposed under the agreements of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the balance sheet assets value determined on the basis the Company's Accounting report for the latest reporting date".
On the item 8.8 of the agenda:
"Since guarantee agreements which the Company plans to execute in future to secure the obligations of JSC "Tander" (hereafter - the Borrower) to Open joint-stock company "ALFA BANK" (hereafter - the Creditor) under the Agreement on credit facility in Russian rubles are related-party transactions, the price of the property to the possible disposal of which the provision of guarantee is related is subject to the decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the amount of obligations and respectively price (monetary value) of the property of the Company that may be directly or indirectly disposed under the guarantee agreements shall be determined under the following terms of Credit agreements that the Borrower plans to execute in future:
Lender provides the Borrower with funds in Russian rubles ("Credits") in the form of revolving credit facility ("Credit facility");
Under the terms of Credit facility the Borrower is entitled to obtain Credits the maximum amount of one-off debt on which on any day of the Credit facility duration shall not exceed 3,500,000,000 (three billion five hundred million) rubles ("Debt limit")
Duration of Credit facility hall not exceed 36 (thirty six) months, the Borrower undertakes to pay all obtained Credits back not later than the completion date of the Credit facility duration;
Within the duration of Credit facility the credits are provided for: not longer than 36 (thirty six) months;
Interest rate: not greater than 15 (fifteen) per cent per annum;
Penalties: 0.2% (zero point two per cent) of the amount of outstanding commitments for each day of delay of debt payback but not lower than the double refinancing rate of the Central Bank of the Russian Federation effective on the date of penalty accrual.
Terms and procedure of Credit provision and repayment (including any type of remunerations to be paid to the Lender by the Borrower) shall be determined under Credit agreements.
The limit price (sum) of guarantee agreements: The Guarantor shall in full be liable to the Lender in case of default of or improper performance of obligations by the Borrower under Credit Agreements including the principal debt, interests, penalty and losses incurred to the Lender in the result of default or improper performance of the obligations by the Borrower under Credit Agreements.
The price of the property to the possible disposal of which the provision of guarantee is related amounts to 2%, but shall not exceed 25% per cent of the balance assets value of the Company determined on the basis of Accounting report for the latest reporting period".
On the item 8.9 of the agenda:
"Since guarantee agreements which the Company plans to execute in future to secure the obligations of JSC "Tander" (hereafter - the Borrower) to Open joint-stock company Commercial bank "Petrocommerce" (hereafter - the Lender) under the Agreements on revolving and non-revolving credit facilities and/or credit agreements (hereafter- Credit Agreements) are related-party transactions, the price of the property to the possible disposal of which the provision of guarantee is related is subject to the decision of the Company's BOD.
Under the clauses 77 and 83 of the Federal Law as of December 26, 1995 № 208-FL "On joint-stock companies" to determine that the amount of obligations and respectively price (monetary value) of the property of the Company that may be directly or indirectly disposed under the guarantee agreements shall be determined under the following terms of Credit agreements that the Borrower plans to execute in future:
The Lender shall provide the Borrower with Credit under Credit agreements for purpose of working capital financing with the total limit not exceeding 2,000,000,000 (two billion) rubles and the Borrower shall pay the received Credit back to the Lender in the manner, at the times and on terms of Credit agreements;
Credit shall be provided for the period of 1 (one) year;
interest rate for Credit use shall not exceed 20% (twenty per cent) per annum;
terms and procedure of Credit provision and repayment (including any type of remunerations to be paid to the Lender by the Borrower) shall be determined under Credit agreements.
the limit price (sum) of guarantee agreements: The Guarantor shall in full be liable to the Lender in case of default of or improper performance of obligations by the Borrower under Credit Agreements including the principal debt, interests, penalty and losses incurred to the Lender in the result of default or improper performance of the obligations by the Borrower under Credit Agreements.
The price of the property to the possible disposal of which the provision of guarantee is related amounts to 2%, but shall not exceed 25% per cent of the balance assets value of the Company determined on the basis of Accounting report for the latest reporting date".
On the item 9 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only LLC "Magnit Finance" shareholder should make the following decision at the exercise of the voting right on the LLC " Magnit Finance" shares owned by the Company":
"1. To approve the annual accounting reports of LLC "Magnit Finance" for the financial and economic year 2011.
2. To approve "Faber Leks" Audit Limited Liability Company (Taxpayer Id. Number 2308052975) as the auditor of LLC "Magnit Finance" according to the Russian accounting standards for the year 2012.
3. To approve the service fee of the auditor of "Faber Leks" Audit Limited Liability Company for the obligatory audit of LLC "Magnit Finance" for the financial and economic year 2012 in the amount of not exceeding 200,000 (two hundred thousand) rubles excl. VAT".
On the item 10 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only LLC "Alkotrading" shareholder should make the following decision at the exercise of the voting right on the LLC "Alkotrading" shares owned by the Company":
"1. To approve the annual accounting reports of LLC "Alkotrading" for the financial and economic year 2011".
On the item 11 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only LLC "Tandem" shareholder should make the following decision at the exercise of the
voting right on the LLC "Tandem" shares owned by the Company":
"1. To approve the annual accounting reports of LLC "Tandem" for the financial and economic year 2011.
2. To approve "Faber Leks" Audit Limited Liability Company (Taxpayer Id. Number 2308052975) as the auditor of LLC "Tandem" according to the Russian accounting standards for the year 2012.
3. To approve the service fee of the auditor of "Faber Leks" Audit Limited Liability Company for the obligatory audit of LLC "Tandem" for the financial and economic year 2012 in the amount of not exceeding 200,000 (two hundred thousand) rubles excl. VAT".
On the item 12.1 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only JSC "Tahder" shareholder should make the following decision at the exercise of the
voting right on the JSC "Tander" shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion of agreement (several associated agreements) by JSC "Tander"which the Company plans to execute in future, related to acquisition, disposal and an opportunity of the company to dispose property, directly or indirectly, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, principal company (of which the company is a subsidiary), as well as other subsidiaries of the principal company ("Group"), determined on the basis of the last available IFRS consolidated report of the Group with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: loan of funds;
• limit price (amount) of the transaction(s): up to 21,000,000,000 (twenty one billion) rubles;
• loan interest rate: not more than 12% (twelve per cent) per annum;
• deadline of fulfillment of obligations under the transaction(s): up to3 (three) years from the time of execution (term of loan and interest refund)"
On the item 12.2 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only JSC "Tander" shareholder should make the following decision at the exercise of the
voting right on the JSC "Tander" shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion of agreements by JSC "Tander" (hereinafter - Borrower) with VTB Bank (open joint-stock company) (hereinafter - Lender) which the Borrower plans to execute in future, related to acquisition, disposal and an opportunity of the company to dispose property, directly or indirectly, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, principal company (of which the company is a subsidiary), as well as other subsidiaries of the principal company ("Group"), determined on the basis of the last available IFRS consolidated report of the Group with the following essentials:
1. The Lender shall provide the Borrower with Credit under Credit agreements for purpose of working capital financing with the total limit not exceeding 10,000,000,000 (ten billion) rubles and the Borrower shall repay the received Credit to the Lender in the manner, at the times and on terms of Credit agreements;
2. Credit shall be provided for the period of 3 (three) years;
3. interest rate for Credit use shall not exceed 12% (twelve per cent) per annum;
4. terms of Credit provision and repayment (including any type of remunerations to be paid to the Lender by the Borrower) shall be determined under Credit agreements.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with the right to sign Additional agreements determining terms of Credit providing, as well as changing terms of transactions specified above including but not limited to interest rates change, Credit currency change, change of term of Credit providing).
On the item 12.3 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" which is the only JSC "Tahder" shareholder should make the following decision at the exercise of the
voting right on the JSC "Tander" shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion of agreements on revolving and non-revolving credit facilities (hereinafter - Credit agreements) by JSC "Tander" (hereinafter - Borrower) with Open joint-stock company "Sberbank of Russia" (hereinafter - Lender) which the Borrower plans to execute in future, related to acquisition, disposal and an opportunity of the company to dispose property, directly or indirectly, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, principal company (of which the company is a subsidiary), as well as other subsidiaries of the principal company ("Group"), determined on the basis of the last available IFRS consolidated report of the Group with the following essentials:
5. total limit of crediting on all Credit agreements which the Borrower plans to execute in future amounts to not more than 15,000,000,000 (fifteen billion) rubles;
6. Credit shall be provided for the period of 5 (five) years;
7. interest rate for Credit use shall not exceed 12% (twelve per cent) per annum;
8. terms of Credit provision and repayment (including any type of remunerations to be paid to the Lender by the Borrower) shall be determined under Credit agreements.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with the right to sign Additional agreements determining terms of Credit providing, as well as changing terms of transactions specified above including but not limited to interest rates change, Credit currency change, change of term of Credit providing).
On the item 13.1 of the agenda:
"To approve conclusion of the related party transaction between OJSC "Magnit" and Joint-stock commercial bank "ROSBANK" (open joint-stock company), namely - Guarantee agreement as security for obligation of JSC "Tander" (beneficiary) (hereinafter - Borrower) to Joint-stock commercial bank "ROSBANK" (open joint-stock company) (hereinafter - Lender, Bank) under the additional agreement №6 as of 20.12.2011 to the Bank account agreement №0249018/RUB as of 25.10.2007 (i.e. overdraft crediting of the Borrower's account by execution of the Borrower's payment orders and payment of costs, related to their execution, by Joint-stock commercial bank "ROSBANK", notwithstanding insufficiency or lack of funds on the Borrower's account (hereinafter - Agreement) on the following essentials:
• maximum credit amount (credit limit): 175,000,000 (one hundred and seventy five million) rubles. Deadline of indebtedness continuity (payment period of each overdraft credit): 30 (thirty) calendar days. Date of the Agreement expiry: 19.12.2012 (inclusive).
• credit interest rate in ruble terms: the Borrower pays interest to the Bank in the amount of MosPrime OverNight rate increased by the Bank Margin (1.8% (one point eight) percent per annum) or the Bank rate in ruble terms.
• Interest rate (including the Bank margin) cannot exceed 12 (twelve) percent per annum ("Maximum interest rate").
• limit price (amount) of the guarantee agreement: total amount of the Guarantee obligations cannot exceed 200,000,000 (two hundred million) rubles.
• in case of non-fulfillment of Requirements by the Guarantee, the Guarantee shall pay a penalty to the Lender within 5 (five) bank days in the amount of 3% (three percent) of the amount of the corresponding Requirement.
Hereby to provide S. Galitskiy, Chief executive officer of OJSC "Magnit", with the right to sign additional agreements on change of the guarantee agreement terms due to change of the Agreement terms (including but not limited to interest rates change, Credit currency change, change of term of credit providing).
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting date".
On the item 13.2 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: non-residential integrated premises of "LITA" store, space - 512.3 sq. m, cadastral (or identification) number: 63:04:000000:0000(0)//5:0017178:А//0062:00:0066:003:а:0//П-:001.0,002.0,003.0,004.0,010.0,011.0,012.0,013.0,014.0,015.0,016.0,017.0,018.0,019.0;П01:001. 0,002.0,003.0,004.0,005.0,006.0,007.0,008.0,009.0,010.0,011.0,012.0,013.0,014.0; address: 3a Ostrovskogo street, Novokuybyshevsk, Samara region, Russia;
- power receivers: Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter;
• lease fee: 307,000 (three hundred and seven thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 13.3 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: premises, space - 380.0 sq. m, 1 floor: rooms №№ 11,12,13,16-23,26-31,33,34,37,38,39; cadastral (or identification) number: 63:01:000000:0000(0)// 1:0932100:А//0001:05:0630:020:0:0//П01:011.0,012.0,013.0,016.0,017.0,018.0,019.0,020.0,021.0,022.0,023.0,026.0,027.0,028.0,029.0,030.0,031.0,033.0,034.0,037.0,038.0,039.0, address: 20 Molodezhniy lane, Samara, Samara region, Russia;
- power receivers: two cable lines-0.4 kv (AVVG-4x50, 60m) from the transforming substation 4647 to the building, Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter;
• lease fee: 270,000 (two hundred and seventy thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 13.4 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: store, with a total space of 360.4 (three hundred and sixty point four) sq. m, letter B, number of floors: 1, registration number 22072-688, located at the address: 138 Kalinina street, Prikubanskiy district, Krasnodar, Russian Federation;
- power receivers: "Torsada" 3x70+54.6 with a length of 245m from the transforming substation 620 to the building, Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter;
• lease fee: 252,000 (two hundred and fifty two thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 13.5 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: non-residential premises of the first floor №№ 2-4, 16-28, 31-33, 36-40, with a total space 564.6 (five hundred and sixty four point six) sq. m, located in the building letter A at the address: 198 Uralskaya street, Karasunskiy district, Krasnodar, Russian Federation;
- power receivers: cable line-0.4 kv (AVVG-4x50, 30m) from the transforming substation 628 to the building, Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter;
• lease fee: 395,000 (three hundred and ninety five thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 13.6 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: non-residential premises of the first floor №№ 25, 27, 27/8, 27/9, 41, 42 - of the residential building with integrated trading premises, letter 2, purpose: trading, with a total space of 381.5 (three hundred and eighty one point five) sq. m, located at the address: 12 Gidrostroiteley street, Karasunskiy district, Krasnodar, Russian Federation;
- power receivers: "Torsada" 3x70+54.6 with a length of 200m from the transforming substation 374 to the building, Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter;
• lease fee: 305,000 (three hundred and five thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 13.7 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide the following to the Lessee at a fee for temporary possession and use:
- real property: store № 109, letter A, purpose: non-residential, with a total space of 296 sq. m, located at the address: 72 Mira street, Smolenskaya village, Severskiy district, Krasnodar region, Russian Federation;
- power receivers: aerial line-10 kv from the support block 45/2, disconnecting device Distribution Transforming Substation-SM-3-505n, KTNP 10/0.4 kv Transforming Substation-SM-3-505, Input Distribution Device of the store - all internal electrical networks and electrical equipment of the store, energy accounting meter.
• lease fee: 105,000 (one hundred and five thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
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 March 31, 2012 the chain consisted of 5,104 convenience stores, 96 hypermarkets and 266 cosmetics stores (drogerie) in 1,424 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, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions.
As of March 31, 2012 the Company operated an in-house logistics system consisting of 15 distribution centers, employing automated stock replenishment systems and a fleet of 3,922 vehicles.
In accordance with the audited IFRS consolidated financial statements for 2011, the Company recorded consolidated revenue of approximately US$ 11,423 million and consolidated EBITDA of around US$ 939 million.
Related Shares:
MGNT.L