15th Jul 2011 07:00
Not for release, publication or distribution in Australia, Canada, Japan or the United States.
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. OJSC 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 OJSC 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
July 15, 2011
OJSC "Magnit" announces the adoption of decision on placement and the approval of decision on issuance of securities
Krasnodar, July 15, 2011: OJSC "Magnit" (the "Company", "Issuer"; RTS, MICEX and LSE: MGNT) announces the adoption of decision on placement and approval of decision on issuance of securities.
The Board of OJSC "Magnit" directors held on July 14, 2011 in the form of joint-presence adopted the decision to place non-convertible interest-bearing certified exchange-traded bonds to the bearer of BO-07/BO-08/BO-09 series of OJSC "Magnit" with the obligatory centralized custody in the amount of 5,000,000 (five million) / 5,000,000 (five million) / 5,000,000 (five million) bonds correspondingly with the nominal value of 1,000 (one thousand) rubles each (Exchange-traded bonds of BO-07/BO-08/BO-09 series), with the total nominal value of 5,000,000,000 (five billion) / 5,000,000,000 (five billion) / 5,000,000,000 (five billion) correspondingly placed via the open subscription at the price of 100 (hundred) per cent of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series which amounts to 1,000 rubles per each exchange-traded bond of BO-07/BO-08/BO-09 series, with the redemption period on 1,092nd (one thousand ninety-second) day after the date of commencement of placement of the exchange-traded bonds of BO-07/BO-08/BO-09 series by cash by means of non-cash settlement in the currency of the Russian Federation.
Type of securities to be placed:
Non-convertible interest-bearing certified exchange-traded bonds to the bearer of BO-07/BO-08/BO-09 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 (exchange-traded bonds, exchange-traded bonds of BO-07/BO-08/BO-09 series)
Term of securities placement or the procedure of its determination
Placement of the exchange-traded bonds can commence not earlier than in seven days from the date of disclosure by the issuer as well as by the stock-exchange which executed the admission of the exchanged-traded bonds to trading of the information on admission of the exchange-traded bonds to trading on the stock-exchange.
Report on admission of the exchange-traded bonds to trading in the course of its placement and on procedure of access to the information in the Prospectus shall be published by the issuer in the manner and within the time period specified in clause 11 of the Decision on placement of the securities of the Prospectus.
Date of commencement of placement of the exchange-traded bonds is determined by the sole executive body of the issuer.
If on the date of event which is 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 procedure and timelines of information disclosure of such event differ from those provided by the Decision on 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 as of the date of the event.
Report on the date of placement commencement of the exchange-traded bonds shall be published by the issuer in the form provided in regulatory legal acts regulating the procedure of disclosure of information on securities market as in force on the date of the event, in newswire and on the website in the Internet within the following period:
- in newswire of information agency "Interfax" authorized by the federal authority on the securities market to disclose the information on the securities market - not later than 5 days prior to the date of commencement of securities placement;
- on the issuer's website in the Internet at the following address: http://www.magnit-info.ru - not later than 4 days prior to the date of commencement of securities placement.
Publication in the Internet shall be made after publication in newswire.
Date of commencement of placement of the exchange-traded bonds can be changed by decision of the issuer's sole executive body provided that the requirements to the procedure of information disclosure on the change of date of commencement of placement of exchange-traded bonds defined by the legislation of the Russian Federation, Decision on securities issue and the Prospectus are complied with.
If the issuer adopts the decision to changethe date of commencement of securities placement disclosed in compliance with the procedure set above, the issuer must publish a report on the change of the date of commencement of securities placement in newswire and on the website not later than 1 day prior to this date.
Date of placement completion or procedure of its determination:
Date of completion of the exchange-traded bonds placement and the date of placement commencement coincide.
Other terms of securities placement determined by the decision on placement:
Payment with funds is provided within the placement of the exchange-traded bonds of BO-07/BO-08/BO-09 series.
Placement of the exchange-traded bonds of BO-07/BO-08/BO-09 series is carried out by means of execution of purchase and sale transactions at the placement price of the exchange-traded bonds of BO-07/BO-08/BO-09 series in trading held by Joint-stock company "MICEX Stock Exchange".
Expenses related to the credit entry on deposit of securities to the securities account with the custodian (performing centralized custody of the exchange-traded bonds of BO-07/BO-08/BO-09 series) of their first owners (acquirers) shall be incurred by the first owners of the securities.
Redemption of the exchange-traded bonds of BO-07/BO-08/B0-09 series shall be effected by paying agent under the instructions and at the expense of the issuer. If the date of redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series is a day-off - irrespective whether it is a public holiday or a day-off for clearing transactions - payment of the due amount shall be made on the first working day following the public holiday or a day-off. The owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series has no right to claim an interest accrual or any other compensation for such a payment delay. On the date of redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the paying agent shall transfer the due amount to the accounts of the bodies entitled to receive the redemption amounts against the exchange-traded bonds of BO-07/BO-08/BO-09 series. If one person is authorized to receive the redemption amounts against the exchange-traded bonds of BO-07/BO-08/BO-09 series on the part of several owners of the exchange-traded bonds of BO-07/BO-08/B0-09 series, the total amount without a split by each owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series shall be transferred to such person.
Dates of commencement and completion of redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series coincide. Payment of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series within its redemption shall be effected in the currency of the Russian Federation in non-cash form.
Procedure of the advance redemption of the exchange-traded bonds at the discretion of the issuer:
1. Prior to the date of commencement of placement of the exchange-traded bonds of BO-07/BO-08/BO-09 series OJSC "Magnit" can adopt a decision on the possibility of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series at its discretion. At that OJSC "Magnit" shall determine the date when it is able to realize the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series. If such a decision is adopted OJSC "Magnit" can announce the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series according to the procedure and terms set by the Decision on securities issue.
Advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series at the discretion of OJSC "Magnit" shall be made against the outstanding part of the nominal value via the paying agent under the instructions and at the expense of OJSC "Magnit". Within the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the coupon yield / accumulated coupon yield calculated as of the date of such advance redemption under the Decision on securities issue and the Prospectus shall be paid to the owners of the exchange-traded bonds. If the date of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series is a day-off - irrespective whether it is a public holiday or a day-off for clearing transactions - payment of the due amount shall be effected on the first working day following the public holiday or a day-off. The owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series has no right to claim an interest accrual or any other compensation for such a payment delay. On the date of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the paying agent shall transfer the due amount of cash funds to the accounts of persons entitled to receive the amounts of the advance redemption against the exchange-traded bonds of BO-07/BO-08/BO-09 series. If one person is authorized to receive the amounts of the advance redemption on the exchange-traded bonds of BO-07/BO-08/BO-09 series on the part of several owners of the exchange-traded bonds of BO-07/BO-08/BO-09 series, the total amount without a split by each owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series shall be transferred to such person.
Dates of commencement and completion of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series coincide. Payment of the outstanding part of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series within the advance redemption as well as payment of yield against it shall be made in the currency of the Russian Federation in non-cash form.
2. Prior to the date of commencement of placement of the exchange-traded bonds of BO-07/BO-08/BO-09 series OJSC "Magnit" can adopt a decision on partial advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series on the date of completion of the next scheduled coupon period (-s). At that OJSC "Magnit" shall determine the number of coupon period (-s) on the completion date of which it makes the advance redemption of the defined part of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series, as well as a percent of the nominal value subject to redemption on the date of completion of the specified coupon period. If such decision is adopted OJSC "Magnit" shall the disclose information on the partial advance redemption of the exchange-traded of BO-07/BO-08/BO-09 series according to the procedure and terms set by the Decision on securities issue.
Partial advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series at the discretion of OJSC "Magnit" shall be effected in the amount of percent of the nominal value set by OJSC "Magnit" via the paying agent under the instruction and at the expense of OJSC "Magnit". If the date of the partial advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series is a day-off - irrespective whether it is a public holiday or a day-off for clearing transactions - payment of the due amount shall be effected on the first working day following the public holiday or a day-off. The owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series has no right to claim an interest accrual or any other compensation for such a payment delay. On the date of the partial advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the paying agent shall transfer the required amount of cash to the accounts of persons entitled to receive the amounts of the partial advance redemption against the exchange-traded bonds of BO-07/BO-08/BO-09 series. If one person is authorized to receive the amounts of the partial advance redemption against the exchange-traded bonds of BO-07/BO-08/BO-09 series on the part of several owners of the exchange-traded bonds of BO-07/BO-08/BO-09 series, the total amount without a split by each owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series shall be transferred to such person.
Dates of commencement and completion of the partial advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series coincide. Payment of the percent of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series set by OJSC "Magnit" within its partial advance redemption as well as payment of yield against it shall be effected in the currency of the Russian Federation in non-cash form.
Procedure of the advance redemption of the exchange-traded bonds upon request of the owners:
1. In case if shares or bonds of all types and categories of the issuer of the exchange-traded bonds of BO-07/BO-08/BO-09 series are excluded from the list of securities admitted to trading on all stock exchanges which admitted the exchange-traded bonds to trading (except delisting due to the expiration of the term of bonds floatation or its redemption), the owners of the exchange-traded bonds of BO-07/BO-08/BO-09 series shall get the right to claim for the advance redemption.
Advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series upon request of the owners shall be effected by cash funds in the currency of the Russian Federation via non-cash settlement at 100 (one hundred) percent of the outstanding part of the nominal value. Within the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the accumulated coupon yield calculated as of the date of such advance payment under the Decision on securities issue and the Prospectus shall be paid to the owners of the exchange-traded bonds. The option for the owners of the exchange-traded bonds of BO-07/BO-08/BO-09 series to choose the form of redemption is not provided.
2. If the exchange-traded bonds of BO-07/BO-08/BO-09 series are included into the quotation list "B", the owners shall receive the right to claim for the advance redemption in case of delisting of the exchange-traded bonds of BO-07/BO-08/BO-09 series on all stock-exchanges which included the exchange-traded bonds of BO-07/BO-08/BO-09 series into quotation lists.
Advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series at the owner's discretion shall be effected against the outstanding part of the nominal value via the paying agent under the instructions and at the expense of OJSC "Magnit". If the date of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series is a day-off - irrespective whether it is a public holiday or a day-off for clearing transactions - payment of the due amount shall be effected on the first working day following the public holiday or a day-off. The owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series has no right to claim an interest accrual or any other compensation for such a payment delay. On the date of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series the paying agent shall transfer the due amount of cash funds to the accounts of persons entitled to receive the amounts of the advance redemption against the exchange-traded bonds of BO-07/BO-08/BO-09 series. If one person is authorized to receive the amounts of the advanced redemption against the exchange-traded bonds of BO-07/BO-08/BO-09 series on the part of several owners of the exchange-traded bonds of BO-07/BO-08/BO-09 series, the total amount without a split by each owner of the exchange-traded bonds of BO-07/BO-08/BO-09 series shall be transferred to such person.
Dates of commencement and completion of the advance redemption of the exchange-traded bonds of BO-07/BO-08/BO-09 series coincide. Payment of the outstanding part of the nominal value of the exchange-traded bonds of BO-07/BO-08/BO-09 series within the advance redemption as well as payment of yield against it shall be effected in the currency of the Russian Federation in non-cash form.
Pre-emptive right for the securities subject to placement is not provided.
Information shall be disclosed according to the requirements determined by regulatory legal acts regulating the procedure of information disclosure on the securities market as in force on the date of event.
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 June 30, 2011 the chain consisted of 4,366 convenience stores, 66 hypermarkets and 28 cosmetics stores (drogerie) in 1,286 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 June 30, 2011 the Company operated an in-house logistics system consisting of 12 distribution centers, employing automated stock replenishment systems and a fleet of 3,454 vehicles.
In accordance with the audited IFRS consolidated financial statements for the twelve months ended December 31, 2010, the Company recorded consolidated revenue of approximately US$7,777 million and consolidated EBITDA of around US$632 million.
Related Shares:
MGNT.L