Procedure of Bonds Placement & Offers Submission

PJSC MAGNIT - Procedure of Bonds Placement & Offers Submission

PR Newswire

London, October 12

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. PJSC 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 PJSC 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

October 12, 2015

PJSC “Magnit” Announces the Procedure of Exchanged-Traded Bonds Placement and Terms for the Offers’ Submission

Krasnodar, October 12, 2015: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, the “Issuer”; MOEX and LSE: MGNT) announces the procedure of exchange-traded bonds placement and terms for the offers’ submission.

On October 12, 2015 the PJSC “Magnit” Chief Executive Officer determined the procedure of securities’ placement which states that the placement of non-convertible interest-bearing certified exchange-traded bonds of the BO-11 series to the bearer with the obligatory centralized custody, identification number of the issue 4B02-11-60525-P as of 30.07.2013 (hereinafter – Exchange-traded bonds, Exchange-traded bonds of the BO-11 series), shall be exercised via book-building at the fixed price and coupon rate for the first coupon period determined by the Issuer pursuant to the terms and procedures set forth in the Decision on the issuance of securities and the Prospectus of securities ratified by the OJSC “Magnit” Board of directors on June 25, 2013 (minutes w/o No. of June 25, 2013).

The offers to execute the preliminary agreements with the potential acquirers of the Exchange-traded bonds shall be submitted from October 12, 2015 at 11 AM Moscow time to October 12, 2015 at 4 PM Moscow time (expiration time for the offers’ submission may be changed by the sole executive body of the Issuer). According to the preliminary agreements, potential acquirers and the Underwriter (CJSC “Sberbank CIB”) shall execute the principal Exchange-traded bonds sale and purchase agreements on the commencing date of Exchange-traded bonds placement.

The offers to execute the preliminary agreements shall be delivered to the address of CJSC “Sberbank CIB”: 4 Romanov lane, Moscow, 125009, Russian Federation.

The form of the offer can be found at the official website of the Company https://ir.magnit.com/en/information-disclosure/charter-capital-and-issuing-documents/For further information, please contact:

Company description:

Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of September 30, 2015, Magnit operated 29 distribution centers and about 11,400 stores (9,246 convenience, 335 hypermarkets, and 1,807 drogerie stores) in approximately 2,297 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements for 1H 2015. Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.