29th Oct 2009 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.
This document is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published with respect to securities other than securities offered to persons entitled to exercise pre-emptive rights, which, when published, will be made available to the public in accordance with the Prospectus Directive. Investors should not subscribe for any securities referred to in this document (other than securities offered to persons entitled to exercise pre-emptive rights) except on the basis of information contained in the prospectus.
In any EEA Member State that has implemented 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.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement of any securities in Russia. The GDRs have not been and will not be registered in Russia and are not intended for "placement" or "circulation" in Russia.
Press-release
Krasnodar
October 29, 2009
OJSC "MAGNIT" ANNOUNCES PRICING OF GLOBAL OFFERING AT US$ 65 PER SHARE AND US$ 13 PER GDR
Krasnodar, October 29, 2009: OJSC "Magnit" (the "Company"; RTS, MICEX and LSE: MGNT) announces the price of its offering of newly issued ordinary shares in the share capital of the Company ("Ordinary Shares"), in the form of global depositary receipts (the "GDRs") and Ordinary Shares, with five GDRs representing an interest in one Ordinary Share. In addition the Company's shareholders, Labini Investments Limited, Lavreno Limited and Mr. Vladimir Gordeychuk have agreed to sell a part of their existing shareholdings in the form of GDRs or Ordinary Shares. The offerings by Magnit and the indicated shareholders together constitute the Global Offering.
Summary of the Global Offering
The offer price in the Global Offering has been set at US$ 65 per Ordinary Share and US$ 13 per GDR.
A total of 5,680,000 newly issued Ordinary Shares in the form of GDRs have been allocated to international institutional investors, resulting in a total free float of approximately 47.8% of the Company's issued share capital and gross proceeds to the Company of approximately US$369.2 million from the Global Offering.
The Company's shareholders, Labini Investments Limited, Lavreno Limited and Mr. Vladimir Gordeychuk have also agreed to sell 2,400,000 Ordinary Shares in the form of GDRs or Ordinary Shares, at the offer price. The Company will not receive any of the proceeds from the sale of these Ordinary Shares.
In connection with the Global Offering, the Company has authorized and registered the issue of 11,154,918 new Ordinary Shares (the "New Shares") to be placed through an open subscription. The Company's shareholders of record as of September 2, 2009 have statutory pre-emptive rights under Russian law to subscribe for the New Shares pro rata to their existing shareholdings as of that date. Such shareholders have submitted indications to subscribe for 2,427,423 New Shares through the exercise of pre-emptive rights. Assuming that payment is made for all New Shares being subscribed for through the exercise of pre-emptive rights, a total of 8,107,423 New Shares will be issued and the Company will receive aggregate gross proceeds from the issuance of the New Shares (including the Global Offering) of approximately US$527.0 million.
The Company intends to use the net proceeds it receives from the issuance of the New Shares (including its proceeds from the Global Offering) to finance further expansion of its chain of hypermarkets as well as to continue the expansion of its convenience store operations and further development of its logistics capabilities.
Conditional trading will commence on an if-and-when issued basis on the London Stock Exchange today. Admission of additional GDRs to the official list of the FSA and unconditional dealings of the additional GDRs on the London Stock Exchange under the temporary symbol "MGN1", is expected to take place on or about 4 November 2009. Once newly issued GDRs are fully fungible with the existing line of GDRs, they will trade under the symbol "MGNT". The Company's existing Ordinary Shares have been admitted to list "A" level 2 on the Moscow Interbank Currency Exchange and the Russian Trading System Stock Exchange.
Morgan Stanley and VTB Capital are Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers in connection with the Global Offering.
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 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, 2009 the chain consisted of 2,960 convenience stores and 21 hypermarkets in 974 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, Central and Volga regions. The Company also operates stores in the North-Western and Urals regions.
As of September 30, 2009 the Company operated an in-house logistics system consisting of 9 distribution centers, employing automated stock replenishment systems and a fleet of 1,362 vehicles.
In accordance with the unaudited IFRS consolidated financial statements for the six months ended June 30, 2009, the Company recorded consolidated revenue of approximately US$2,378 million and consolidated EBITDA of around US$224 million.
Related Shares:
MGNT.L