16th Oct 2009 13:02
Press-release
Krasnodar
October 16, 2009
OJSC "Magnit" announces the results of the extraordinary general shareholders' meeting
Krasnodar, October 16, 2009: OJSC «Magnit» (the "Company"; RTS, MICEX and LSE: MGNT) is pleased to announce the results of EGM held on October 15, 2009.
Type of the general meeting (annual, extraordinary) - extraordinary general shareholders' meeting
Form of the general meeting - joint presence of shareholders to discuss the agenda items and make decisions on the voting issues with preliminary submission (delivery) of voting bulletins prior to the holding of the general shareholders' meeting
Date and venue of the general meeting:
Date of the extraordinary general shareholders' meeting: October 15, 2009.
Venue: conference room, 3rd floor, 15/2 Solnechnaya st., Krasnodar, Russia.
Completed bulletins were sent to the postal address: 15/2 Solnechnaya st., Krasnodar, Russia, 350072.
Quorum of the general meeting:
Number of votes of participants included in the list of persons entitled to participate in the general meeting and having no interest in the transactions made by the company:
Issue № 1: «Approval of a major related-party transaction» - 82,953,643 votes;
Issue № 2.1: «Approval of related-party transactions» - 82,953,643 votes;
Issue № 2.2: «Approval of related-party transactions» - 82,953,643 votes.
Number of votes of shareholders participated in the general meeting and entitled to vote on the agenda issues with specification whether the quorum is present for each item:
Item № 1: «Approval of a major related-party transaction» - 64,040,055 votes, quorum is present,
Item № 2.1: «Approval of related-party transactions» - 64,040,055 votes, quorum is present,
Item № 2.2: «Approval of related-party transactions» - 64,040,055 votes, quorum is preset.
Quorum is present to make the decisions on all the agenda issues of the extraordinary general shareholders' meeting of OJSC «Magnit».
Voting issues and voting results:
Issue № 1: «Approval of a major related-party transaction».
Votes cast is as follows:
«for» - 60,874,321 votes which amounts to 73.3835% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 0 votes which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 500 votes which amounts to 0.0006% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Issue № 2.1: «Approval of related-party transactions».
Votes cast is as follows:
«for» - 60,873,092 votes which amounts to 73.382% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 0 votes which amounts to 0.0000 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 500 votes which amounts to 0.0006% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Issue № 2.2: «Approval of related-party transactions».
Votes cast is as follows:
«for» - 60,874,321 votes which amounts to 73.3835% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 0 votes which amounts to 0.0000 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 500 votes which amounts to 0.0006% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Decisions made by the general meeting:
Decision on the issue № 1:
To approve the transaction (several associated transactions) - contracts of guarantee planned for signing by the Company in future that considered related party transactions with the following essentials:
◦ parties of the transactions: the Lender - joint-stock commercial bank of Russian Federation (OJSC) the guarantor - OJSC "Magnit";
◦ beneficiary: JSC «Tander» (the "Borrower");
◦ subject of the transaction: provision of the security in the form guarantee (under one or several transactions) under which the Guarantor shall be responsible in part before the Lender for non-performance of the Borrower's obligations under facility agreements planned for signing by the Borrower in future under the following essentials:
1. The Lender shall provide to the Borrower the Credit (on the basis of the contracts of revolving and non-revolving facilities) for the purposes of conducting of current operations; and/or for the purposes of extension of trade work including acquisition of real and personal property, intangible assets; and/or financing of costs for capital repair, engineering modification (modernization) for the period of 3 years with the total limit not exceeding 10 500 000 000 (ten billion five hundred million) rubles, and the Borrower shall repay to the Lender the credit under terms and conditions of the Contract.
2. Credit use interest rate shall not exceed 20% (twenty per cent) per year;
3. Conditions and terms of loan granting and repayment shall be determined under Facility Agreements.
The total price (amount) of contracts of guarantee: the aggregate amount of the Company's obligations under the presented guarantee shall not exceed 8 000 000 000 (eight billion) rubles.
Decision on the issue № 2.1:
To approve contracts of guarantee planned for signing by the Company in future that considered related party transactions with the following essentials:
◦ parties of the transactions: the Lender - VTB Bank (OJSC) the guarantor - OJSC "Magnit";
◦ beneficiary: JSC «Tander» (the "Borrower");
◦ subject of the transaction: provision of the security in the form guarantee (under one or several transactions) under which the Guarantor shall be responsible before the Lender for non-performance of the Borrower's obligations in full under facility agreements planned for signing by the Borrower in future under the following essentials:
1. The Lender shall provide to the Borrower the Credit on the basis of the credit contracts for the purposes of refinancing of working capital for the period of 730 days with the total limit not exceeding 2 500 000 000 (two billion five hundred million) rubles and the Borrower shall repay to the Lender the credit under terms and conditions of the Credit Contracts.
2. Credit use interest rate shall not exceed 25% (twenty five per cent) per year;
3. Conditions and terms of loan granting and repayment (including amounts of any fee payable by the Borrower to the Lender) shall be determined under Facility Agreements.
The total price (amount) of the contracts of guarantee:
The price of the property to the possible disposal of with the transaction of guarantee is connected is more than 2% but does not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Decision on the issue № 2.2:
"Contracts of guarantee planned for signing by the Company in future as several associated transactions that considered related party with the following essentials:
◦ parties of the transactions: the Lender - Commercial joint-stock bank "Banque Siciete Generale Vostok" (CJSC) the guarantor - OJSC "Magnit";
◦ beneficiary: JSC «Tander» (the "Borrower");
◦ subject of the transactions: provision of the security in the form guarantee under which the Guarantor shall be jointly responsible before the Lender for non-performance of the Borrower's obligations assumed on the basis of credit contracts planned for signing by the Borrower in future according to the Framework Agreement with the following essentials:
Subject of the Framework Agreement on financing (hereinafter - Agreement):
The Lender may at the Borrower's request on his own discretion and without any obligation present to the Borrower for the purposes of financing of working capital with the total limit of 1 000 000 000 (one billion) rubles or it's equivalent of the indicated amount in US dollars or Euro at the Central Bank of Russia rate on the date of presenting of financing under terms and conditions of the correspondent Credit Contract or Credit Contracts. For entering into Credit Contracts the Parties shall coordinate essentials of credit under each credit contract, namely, credit amount, credit period, interest rate, security and other essential conditions and obligations of the Parties.
The Agreement shall come into force from the moment of it's signing and shall be valid during 12 (twelve) months.
Subject of the Credit Contracts, secured by the Company's guarantee:
Within the validity of the Agreement the Borrower and the Lender may enter into Credit Contracts with the following essentials:
The Credit amount under each contract shall not exceed 1 000 000 000 (one billion) rubles, the aggregate amount of the indebtedness under all Credit Contracts made under the Agreement shall not exceed the limit of financing indicated in the Agreement (one billion) rubles.
The credit period under each Credit Contract shall not exceed 6 (six) months.
Interest rate under each Credit contract shall not exceed 35% (thirty five per cent) per year;
The commission fee under each Credit Contract shall not exceed 1,2% (one and two hundredth) per cent of the credit amount. The total amount of the commission fees paid under the Credit contracts made in accordance with the Agreement shall not exceed 12 000 000 (twelve million) rubles.
The total limit (amount) of the contracts of guarantee:
The guarantor is absolutely, irrevocably and jointly responsible before the Lender in case of non-performance or improper performance of the Borrower's obligations under the Credit Contracts including repayment of the main indebtedness, Commission fees, and penalties for delay in payment of the main indebtedness and Fees, compensations of all costs, including but not limited to the Lender's costs related to levy of execution and disposal of the pledged property for securing the Borrower's obligations under the Credit Contract and compensation of the Lender's costs including lost benefit resulted from non-performance of the Borrower's obligations under the Credit Contract.
In case of non-performance of the Guarantor's obligations on repayment of the Borrower's indebtedness within 5 (five) Bank days from the moment of the receipt of the request, the Guarantor shall pay the Lender the penalty in the amount of 3% (three per cent) of the amount of the correspondent request.
The price of the property with the possible disposal of which the guarantee transaction is connected is more than 2% but does not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
The record date of minutes is of October 16, 2009. 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 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 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