30th Nov 2011 16:36
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 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. 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 Shares 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 (together with any applicable implementing measures in any Member State, 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.
Shares in 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 (other than "exempt investors" as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or "wholesale clients" as defined in Chapter 7 of the Corporations Act), Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia (other than "exempt investors" as defined in Chapter 6D.2 of the Corporations Act or "wholesale clients" as defined in Chapter 7 of the Corporations Act), 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.
In connection with the Offering, Morgan Stanley & Co. International plc or VTB Capital plc, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Morgan Stanley & Co. International plc or VTB Capital plc or any of their respective affiliates acting as investors for their own accounts. Morgan Stanley & Co. International plc and VTB Capital plc do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Press-release
Krasnodar
November 30, 2011
OJSC "MAGNIT" ANNOUNCES ITS INTENTION TO OFFER ADDITIONAL SHARES
Krasnodar, November 30, 2011: "OJSC Magnit" (the "Company"; RTS, MICEX and LSE: MGNT) announces its intention to offer newly issued ordinary shares in the share capital of the Company ("New Shares") via an accelerated bookbuild placing to Russian and international institutional investors (the "Placement"). The Company is seeking to raise gross proceeds of approximately US$350 MM in the Placement.
In connection with the Placement, the Company has registered with the Russian Federal Financial Market Service (the "FFMS") 10,813,516 New Shares to be placed through an open subscription, including any New Shares to be placed among existing shareholders of record as of October 6, 2011 through the exercise of their statutory pre-emptive rights (the "Offering"). The Company's significant shareholders, including Mr. Sergey Galitsky, Mr. Vladimir Gordeichuk and certain other shareholders, have informed the Company that they do not intend to subscribe for any New Shares pursuant to such statutory pre-emptive rights.
The Offering
The Company intends to use the net proceeds it receives from the Offering (including the Placement) to finance its capital expenditure program aimed at further expansion of its chain of hypermarkets as well as the expansion of its convenience store operations and the further development of its logistics capabilities. The Offering will help the Company to target the upper end of its planned capital expenditures for 2012 of $1.0 - $1.4 billion while maintaining the Company's leverage targets.
The Company, Mr. Sergey Galitsky, Mr. Vladimir Gordeichuk, Mr. Andrey Arutyunyan and certain other shareholders, have agreed to lock-up arrangements on customary terms for 90 days following the completion of the Placement.
Morgan Stanley and VTB Capital are serving as Joint Global Coordinators and Joint Bookrunners in connection with the Placement.
Application will be made to list or have the New Shares admitted to trading on MICEX and RTS or MICEX only, as the case may be, following the completion of the combination of MICEX and RTS. Following admission to trading after the filing of the notice on the results of the Offering (the "Placement Notice") with the FFMS, and receipt of a notification from the FFMS cancelling the separate registration number of the New Shares, which is expected to occur three months and 14 days after the date of the filing of the Placement Notice, the New Shares are expected to be traded on MICEX under the symbol "MGNT". For so long as the New Shares have a separate registration number required under Russian securities laws they will not be fully fungible with the existing ordinary shares (the "Existing Shares"), and it will not be possible to deposit the New Shares into the Company's Global Depositary Receipt ("GDR") facilities against issuance of GDRs. Once the New Shares bear the same registration number as the Existing Shares, if it is determined that the prior publication of a prospectus is required, it will not be possible for shareholders to deposit any ordinary shares into the GDR facilities against issuance of GDRs until such time as a prospectus has been published. In such a case the Company will consider publication of a prospectus. The deposit of ordinary shares against the issue of GDRs is also subject to Russian regulatory limitations on the number of shares that may be deposited into the GDR facilities, as well as the terms and conditions of the GDR facilities.
Commenting, the Company's CEO, Sergey Galitskiy, said:
"We believe that the Russian market offers strong opportunities for the continued growth of our business. The Offering will help to provide us with financing to pursue these opportunities."
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, 2011 the chain consisted of 4,593 convenience stores, 76 hypermarkets and 98 cosmetics stores (drogerie) in 1,325 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 September 30, 2011 the Company operated an in-house logistics system consisting of 14 distribution centers, employing automated stock replenishment systems and a fleet of 3,705 vehicles.
In accordance with the unaudited IFRS consolidated financial statements for 1H 2011, the Company recorded consolidated revenue of approximately US$5,471 million and consolidated EBITDA of around US$359 million.
Related Shares:
MGNT.L