3rd Sep 2009 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 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 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.
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.
Press-release
Krasnodar
September 3, 2009
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, September 3, 2009: OJSC "Magnit" (the "Company"; RTS, MICEX and LSE: MGNT) announces the results of its board of directors (the "Board of Directors") meeting held on September 2, 2009.
The 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 11,154,918 (eleven million one hundred and fifty four thousand nine hundred eighteen) with a nominal value per share of 0.01 (zero point zero one) ruble (the "Additional Shares").
The Additional Shares will be placed by means of open subscription. The offer price of the Additional Shares (of one ordinary registered uncertified share), including the offer price of the Additional Shares for persons entitled to exercise pre-emptive rights, shall be determined by the Board of Directors upon expiration of the period during which such persons must notify the Company that they intend to exercise their pre-emptive rights.
The offer price of the Additional Shares, including the offer price of the Additional Shares for persons entitled to exercise pre-emptive rights, shall be disclosed not later than the date when the offering commences pursuant to the decision on the additional issue of securities (the "Decision on the additional issue"), the prospectus of the securities (the "Prospectus") published in accordance with federal law "On the securities market" and regulations of the federal executive authority on the securities market.
The offer price of the Additional Shares to be determined by the Board of Directors will be identical for all purchasers, including the persons entitled to exercise pre-emptive rights over the Additional Shares.
The Additional Shares will be paid for in Russian rubles and/or US dollars through a wire trasnfer (if such payment is allowed by regulations applicable as of the payment date).
The record date for the persons entitled to exercise pre-emptive rights is 02.09.2009.
The Company will register the Prospectus in accordance with Russian law and will disclose information as required by Russian law upon the completion of each procedural stage of the issuance of the Additional Shares.
The offering commencement date for persons entitled to exercise pre-emptive rights and for other purchasers shall be determined by the authorized management body of the Company after the state registration of the issuance of the Additional Shares and the expiration of the period during which persons entitled to exercise must notify the Company that they intend to exercise such rights.
The offering of the Additional Shares to the persons entitled to exercise pre-emptive rights and to other persons shall not commence earlier than two weeks after the disclosure by the Company of the information on state registration of the issuance of the Additional Shares and on access to the Prospectus.
The offering commencement date determined by the authorized management body of the Company may be changed by the above body subject to compliance with information disclosure requirements on changing the offering commencement date as provided for by Russian law, the Decision on the additional issue and the Prospectus.
The completion date of the offering shall be the earliest of the following dates:
- The 14 (the fourteenth) business day from the offering commencement date (including the offering commencement date);
- The date of allocation of the last Additional Share.
The completion date of the offering must occur within one year from the date of state registration of the issuance of the Additional Shares.
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 June 30, 2009 the chain consisted of 2,790 convenience stores and 18 hypermarkets in 922 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 June 30, 2009 the Company operated an in-house logistics system consisting of 9 distribution centers, employing automated stock replenishment systems and a fleet of 1,345 vehicles.
In accordance with the unaudited IFRS consolidated financial statements for 1H 2009, the Company posted consolidated revenue of approximately US$2,378 million and consolidated EBITDA of around US$224 million.
Related Shares:
MGNT.L