Decision on Advanced Redemption of Exchange-Traded Bonds

PJSC MAGNIT - Decision on Advanced Redemption of Exchange-Traded Bonds

PR Newswire

London, October 12

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These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. PJSC Magnit has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any EEA Member State that has implemented Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”) this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Securities of PJSC Magnit have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Press-release

Krasnodar

October 12, 2015

PJSC “Magnit” Announces the Decision on the Anticipated Redemption of the Exchange-Traded Bonds

Krasnodar, October 12, 2015: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, the “Issuer”; MOEX and LSE: MGNT) announces the decision on the anticipated redemption of the Exchanged-traded bonds.

In accordance with the Decision of the CEO (Decision w/o No. of October 12, 2015), it was determined that the anticipated redemption of the PJSC “Magnit” (hereinafter – the Issuer) Exchanged-traded bonds of the BO-11 series to the bearer with the obligatory centralized custody, identification number 4B02-11-60525-P as of 30.07.2013, would be at the Issuer’s discretion on the date of the 3rd coupon period termination according to the procedure defined by paragraph 9.5.2.1 of the Decision on the issuance of securities and paragraph 9.1.2 of the Prospectus of securities approved by the OJSC “Magnit” Board of Directors on June 25, 2013 (minutes w/o No. of June 25, 2013).

The Exchange-traded bonds shall be redeemed in advance at the outstanding part of the nominal value. The coupon yield shall be paid for the coupon period on the payment date on which the anticipated redemption of the Exchange-traded bonds is executed. Withdrawal of the Exchange-traded bonds from the depositary accounts due to their anticipated redemption shall be executed after fulfillment by the Issuer of all obligations to the holders of the Exchange-traded bonds for payment of the coupon yield and the nominal value of the Exchange-traded bonds.

Anticipated redemption (partial anticipated redemption) of the Exchange-traded bonds shall be executed with monetary funds in the currency of the Russian Federation by means of non-cash settlement. The Exchange-traded bonds holders shall not be entitled to choose a form of redemption of the Exchange-traded bonds.

Anticipated redemption (partial anticipated redemption) of the Exchange-traded bonds shall be executed against all Exchange-traded bonds at the Issuer’s discretion.

Exchange-traded bonds redeemed by the Issuer in advance cannot be outstanding.

If the date of the anticipated redemption (partial anticipated redemption) of the Exchange-traded bonds is a public holiday or a day-off, irrespective of whether it is a national holiday or weekend, the transfer of the proper amount shall be executed on the first work day after the public holiday or weekend. The holder of Exchange-traded bonds is not entitled to claim interest accrual or another compensation for such payment delay.

Holders or other individuals exercising rights for the Exchange-traded bonds in accordance with the federal laws receive payments against the Exchange-traded bonds via the depositary recording the rights for securities of which they are depositors. The depositary agreement executed between the depositary recording the rights for securities and the depositor shall contain the procedure of payments against securities to the depositor.

The Issuer shall fulfill the obligation for payments against securities by transfer of funds to the National Settlement Depositary. This obligation shall be considered fulfilled by the Issuer from the date of receipt of monetary funds by the National Settlement Depositary.

Anticipated redemption (partial anticipated redemption) of the Exchange-traded bonds shall be executed in accordance with the procedure defined by the current legislation of the Russian Federation.

The announcement on the anticipated redemption of the Exchange-traded bonds shall be disclosed by the Issuer according to the procedure specified in paragraph 11 of the Decision on the issuance of securities and paragraph 2.9 of the Prospectus.

For further information, please contact:

Company description:

Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of September 30, 2015, Magnit operated 29 distribution centers and about 11,400 stores (9,246 convenience, 335 hypermarkets, and 1,807 drogerie stores) in approximately 2,297 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements for 1H 2015. Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow Stock 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 of the largest retailers in Europe.