11th Nov 2011 07:00
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.
Press-release
Krasnodar
November 11, 2011
OJSC "Magnit" notifies shareholders of their pre-emptive rights
Krasnodar, November 11, 2011: OJSC "Magnit" (the "Company"; RTS, MICEX and LSE: MGNT) notifies shareholders of their pre-emptive rights
Name of issuer
Open Joint Stock Company "Magnit," a company incorporated and existing under the laws of the Russian Federation with its registered address at 18 Kolkhoznaya street, Krasnodar, Krasnodar region, Russian Federation (the "Company").
Decision on the charter capital increase
On October 6, 2011, the Company's Board of Directors resolved to increase the Company's charter capital by means of an offering of additional ordinary registered uncertified shares in the amount of 10,813,516 (ten million eight hundred and thirteen thousand five hundred and sixteen) with a nominal value per share of 0.01 (zero point zero one) ruble (the "Additional Shares").
On November 10, 2011 the Russian Federal Service for Financial Markets (the "FSFM") registered the issue of Additional Shares. Additional Shares will be placed by means of open subscription.
Pre-emptive rights
The Company may place Additional Shares within one year from the date of the state registration of Additional Shares by the FSFM. The Company has not yet determined when it will commence the offering and place any Additional Shares. However, in order to keep its potential capital raising options open, the Company has decided to launch the pre-emptive rights period as of November 12, 2011.
The Company's shareholders as of October 6, 2011 (the date on which the Company's Board of Directors resolved to increase the Company's charter capital) have pre-emptive rights to acquire Additional Shares pro rata to their shareholding in the Company's charter capital as of October 6, 2011(the record date). The maximum amount of Additional Shares that may be purchased by a shareholder exercising the pre-emptive rights shall be determined under the following formula:
K = S * (10,813,516/88,975,073)
where:
K - maximum amount of Additional Shares that the shareholder is entitled to purchase by exercising pre-emptive rights;
S - amount of ordinary registered uncertified shares of the Company already owned as of October 6, 2011 by the shareholder that is entitled to exercise pre-emptive rights;
10,813,516 - the amount of Additional Shares;
88,975,073 - the amount of the Company's outstanding ordinary registered uncertified shares as of October 6, 2011.
Shareholders that are entitled to exercise pre-emptive rights and are willing to do so must submit their written applications to acquire Additional Shares (the "Application") by no later than December 1, 2011 (the "Pre-emptive Rights Period").
The recommended form of the Application is available on the Company's website at http://www.magnit-info.ru.
Shareholders exercising pre-emptive rights shall pay for Additional Shares within 5 (five) business days from the date of disclosure of the offering price of Additional Shares on the newswire and on the Company's website at http://www.magnit-info.ru (excluding the date of disclosure).
Offer price
The offer price of Additional Shares, including the offer price of Additional Shares to persons entitled to exercise pre-emptive rights, will be approved by the Company's Board of Directors after expiration of the Pre-emptive Rights Period and will be disclosed not later than the date when the offering is announced on the newswire ("Interfax") and on the Company's website at http://www.magnit-info.ru.
The offer price of Additional Shares will be the same for all purchasers, including shareholders entitled to exercise pre-emptive rights.
Offering period
The offering commencement date for shareholders entitled to exercise pre-emptive rights and for other purchasers of Additional Shares will be determined by the Company's general director after expiration of the Pre-emptive Rights Period.
The last date of the offering period shall be the earliest of the following dates:
- The 9 (ninth) business day from the offering commencement date (including the offering commencement date);
- The date of allocation of the last Additional Share, or
- November 10, 2012.
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