16th Apr 2008 07:00
OJSC Magnit16 April 2008 NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION OR THE UNITED STATES This press release is not a prospectus but an advertisement. Investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the international prospectus to be published by OJSC Magnit in connection with an offering of its ordinary shares ("Shares") and global depositary receipts ("GDRs") and the admission of GDRs representing OJSC Magnit's shares to the Official List of the UK Financial Services Authority. Copies of the Russian Statutory prospectus may be obtained at the offices of OJSC Magnit. Press-release For immediate release Krasnodar April 16, 2008 OJSC "MAGNIT" ANNOUNCES PRICING OF GLOBAL OFFERING AT US$ 42.50 PER SHARE ANDUS$ 8.50 PER GDR KRASNODAR, April 16, 2008: OJSC Magnit (the "Company"; RTS, MICEX: MGNT),Russia's leading retail chain in terms of number of stores, announces the priceof its global offering (the "Global Offering") of Shares listed on the RussianTrading System (RTS) and the Moscow Interbank Currency Exchange (MICEX) and GDRsbeing admitted to trading on London Stock Exchange, with five GDRs representingan interest in one Share. Summary of Offering • The offer price in the Global Offering has been set at US$42.50 per Share and US$8.50 per GDR. • A total of 9,719,638 Shares, including Shares in the form of GDRs, were allocated to international institutional investors. In connection with the Global Offering, the Selling Shareholder has granted the Joint Bookrunners an over-allotment option to purchase up to an additional 506,586 Shares in the form of GDRs at the offer price per GDR, exercisable within 15 calendar days from the date of this announcement. • In connection with the Global Offering, the Company's shareholders of record as of February 12, 2008 have statutory pre-emptive rights under Russian law to subscribe for newly issued shares pro rata to their existing shareholdings as of that date. Assuming that the over-allotment option is exercised in full, and payment is made for all shares being subscribed for through the exercise of pre-emptive rights, the Global Offering will result in the issuance of 11,300,000 new Shares, a total free float of approximately 31.8% of the Company's issued share capital and expected gross proceeds of approximately US$480.25 million. Existing shareholders in the Company have submitted indications to subscribe for 6,234,140 Shares through the exercise of pre-emptive rights, including 4,942,964 shares by Lavreno Limited (the "Selling Shareholder") and Sergey Galitskiy, at the offer price. • The proceeds of the Global Offering are to be used to finance further expansion of the Company's chain of hypermarkets as well as to continue the expansion of its convenience store operations and further development of its logistics capabilities • The Global Offering results in an implied market capitalisation of the Company at the offer price, upon receipt of all necessary regulatory approvals, including the relevant registrations and approvals by and relevant filings with the Russian Federal Financial Market Service and the UK Financial Services Authority, and assuming the issuance of 11,300,000 new shares, of approximately $3.5 bn. • Conditional dealings will commence on the London Stock Exchange today. Admission of GDRs to the Official List of the UK Listing Authority (" Admission"), and unconditional dealings of the GDRs on the London Stock Exchange under the symbol "MGNT", is expected to take place on or about 22 April 2008. • Deutsche Bank AG and Morgan Stanley & Co. International plc acted as Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers. For further information, please contact: Oleg Goncharov Director, Investor Relations e-mail: [email protected] tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100 Mob.: +7 (903) 411-40 -35 Direct line for investors only: +7 (861) 277-45-62 Dina Chistyak Manager, Investor Relations e-mail: [email protected] tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 Company description: Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" is a holding company for a group of entities that operate in the retailtrade under the "Magnit" name. The chain of "Magnit" stores is one of theleading operators in the Russian food retail market. As of December 31, 2007 thechain consisted of 2,194 convenience stores and 3 hypermarkets in more than 700locations in the Russian Federation. Approximately two-thirds of the Company's stores are located in cities with apopulation of less than 500 thousand. Most of its stores are located within theSouthern, Central and Volga regions. The Company also operates stores in theNorth-Western and Urals regions. As of December 31, 2007 the Company operates an in-house logistics systemconsisting of 8 distribution centers, employing automated stock replenishmentsystems and a fleet of 802 vehicles. In accordance with the audited IFRS consolidated financial statements, for 2007,the Company posted consolidated revenues of approximately US$ 3,677 million anda consolidated EBITDA of around US$ 219 million. -------------------------------------------------------------------------------- Some of the information in this press release may contain projections or otherforward-looking statements regarding future events or the future financialperformance of the Company. You can identify forward looking statements by termssuch as "expect," "believe," "anticipate," "estimate," "intend," "will,""could," "may" or "might" the negative of such terms or other similarexpressions. The Company wishes to caution you that these statements are onlypredictions and that actual events or results may differ materially. The Companydoes not intend to update these statements to reflect events and circumstancesoccurring after the date hereof or to reflect the occurrence of unanticipatedevents. Many factors could cause the actual results to differ materially fromthose contained in projections or forward-looking statements of the Company,including, among others, general economic conditions, the competitiveenvironment, risks associated with operating in Russia, rapid technological andmarket change in the industries the Company operates in, as well as many otherrisks specifically related to the Company and its operations.Neither this press release nor any copy of it may be taken or transmitted,directly or indirectly, into the Australia, Canada, Japan, the RussianFederation or United States. This press release does not constitute or form partof any offer or invitation to sell, or any solicitation of any offer to purchasenor shall it (or any part of it) or the fact of its distribution, form the basisof, or be relied on in connection with, any contract therefor. The offer and thedistribution of this press release and other information in connection with thelisting and offer in certain jurisdictions may be restricted by law and personsinto whose possession any document or other information referred to herein comesshould inform themselves about and observe any such restriction. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. This press release is not an offer for sale of any securities in the UnitedStates. Securities may not be offered or sold in the United States absentregistration or an exemption from registration under the U.S. Securities Act of1933. The Company has not registered and does not intend to register any portionof any offering in the United States or to conduct a public offering of anysecurities in the United States. This communication is directed only at (i) persons who are outside the UnitedKingdom or (ii) persons who have professional experience in matters relating toinvestments falling within Article 19(1) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worthentities, and other persons to whom it may lawfully be communicated, fallingwithin Article 49(2) of the Order (all such persons together being referred toas "relevant persons"). Any investment activity to which this communicationrelates will only be available to and will only be engaged with, relevantpersons. Any person who is not a relevant person should not act or rely on thisdocument or any of its contents. Any offer of securities to the public that may be deemed to be made pursuant tothis communication 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") is only addressed to qualified investors in thatMember State within the meaning of the Prospectus Directive. Information contained in this press release does not constitute an advertisementof the GDRs in Russia and must not be passed on to third parties or otherwise bemade publicly available in Russia. The GDRs have not been and will not beregistered in Russia and are not intended for "placement" or "publiccirculation" in Russia. Shares in the Company and the GDRs have not been andwill not be registered under the applicable securities laws of Australia, Canadaor Japan and, subject to certain exceptions, may not be offered or sold withinAustralia, Canada or Japan or to, or for the account or benefit of, citizens orresidents of Australia, Canada or Japan except under circumstances which willresult in the full compliance with the applicable laws and regulationspromulgated by the relevant regulatory authorities in effect at the relevanttime. Deutsche Bank AG and Morgan Stanley & Co. International plc are actingexclusively for the Company and the Selling Shareholder and no one else inconnection with the Global Offering. They will not regard any other person(whether or not a recipient of this announcement) as their respective clientsand will not be responsible to anyone other than Company or the SellingShareholder for providing the protections afforded to their respective clientsnor for giving advice in relation to the Global Offering, the contents of thisannouncement or any transaction or arrangement referred to herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MGNT.L