29th Oct 2012 14:22
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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.
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 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-releaseKrasnodarOctober 29, 2012
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, October 29, 2012: OJSC "Magnit" is pleased to announce the results of the BOD meeting held on October 29, 2012.
Please be informed that today the BOD meeting was held (minutes of BOD of OJSC "Magnit" are w/o No. of October 29, 2012).
The meeting agenda:
1. Adoption of the decision to place securities (bonds of the 01 series).
2. Adoption of the decision to place securities (bonds of the 02 series).
3. Adoption of the decision to place securities (bonds of the 03 series).
4. Approval of the Decision to issue securities (bonds of the 01 series).
5. Approval of the Decision to issue securities (bonds of the 02 series).
6. Approval of the Decision to issue securities (bonds of the 03 series).
7. Approval of the Prospectus (bonds of the 01, 02, 03 series).
8. Approval of the major transaction (several associated transactions) on
placement by public subscription for bonds of the 01, 02, 03 series.
9. Approval of the related party transaction.
10. Determination of the position of the OJSC "Magnit" representative at the
exercise of the voting right on the JSC "Tander" shares owned by the
Company.
The following BOD members were present: A. Arutyunyan, S. Galitskiy, V. Butenko, K. Pombukhchan and A. Shkhachemukov.
A. Zayonts and A. Makhnev provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit".
The number of the BOD members participated in the meeting, including written opinions of A. Zayonts and A. Makhnev, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.
Quorum to hold the BOD meeting with this agenda is present.
Content of the decisionsand voting results:
On the items 1, 2, 3 of the agenda:
"To place non-convertible interest bearing certified bonds to the bearer of 01/ 02/03 series with the obligatory centralized custody in the amount of 5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand) rubles each, with the total nominal value of 5,000,000,000 (Five billion) rubles with the repayment period on 1,092nd (One thousand ninety second) day from the commencement date of the bonds placement in the form of public subscription eligible for anticipated repayment at the request of holders or at the discretion of the Issuer (hereinafter - "Bonds").
To determine the following procedure and terms of the Issuer's securities placement:
The price of the Bonds placement: is fixed on the first and the following days of the placement in the amount of 100 (One hundred) percent of the Bonds nominal value - 1,000 (One thousand) rubles for 1 (One) Bond. From the 2nd (Second) day of the Bonds placement at the purchase and sale operation the buyer of the Bonds shall also pay the accumulated coupon yield against Bonds calculated from the commencement date of the Bonds placement by the following formula:
ACI = Nom * C(1) * (T - T(0)) / 365 / 100%, where
ACI - accumulated coupon interest, rubles;
Nom - nominal value of one Bond, rubles;
С(1) - amount of the interest rate of the 1st coupon in percent per annum (%);
T - current date of the Bonds placement;
T(0) - commencement date of the Bonds placement.
The amount of the accumulated coupon yield is calculated with the accuracy to one kopeck, rounding of figures in calculation is carried out according to the mathematical rounding rules. In this respect, mathematical rounding rules are the rounding method whereby the value of the integral kopeck (integral kopecks) does not vary if the first figure following the rounded one is in the range from 0 to 4 (inclusively), and increases by one if the first figure following the rounded one is in the range from 5 to 9 (inclusively).
The form of payment for the placed Bonds: the form of payment by cash by means of non-cash settlement in the currency of the Russian Federation is provided for the Bonds placement. The opportunity of installment payment of the securities issue is not provided.
The Bonds placement is carried out by the execution of purchase and sale transactions at the price of the Bonds placement on trading held by the close joint-stock company "MICEX Stock Exchange". Other terms of the Bonds placement are provided in the Decision to issue securities.
The expenses related to the credit entries on transferring of the placed Bonds on the securities accounts of their former holders (acquirers): All expenses related to the credit entries on transferring of the placed Bonds on the securities accounts in the depository (implementing centralized custody of Bonds) of their former holders (acquirers) are incurred by the holders (acquirers) of such Bonds.
Bonds are subject to the payment of yield in the form of interest on the nominal value of the Bonds. The yield against Bonds is paid for the certain periods (coupon periods).
The form and procedure of the Bonds repayment: Bonds repayment is performed by cash by means of non-cash settlement in the currency of the Russian Federation. The choice of the form of the Bonds repayment by the Bonds holders is not provided.
If the date of the Bonds repayment is a non-business day or a holiday - whether it is a public holiday or a non-business day for payment operations, - the due amount is transferred on the first business day following a non-business day or a holiday. The Bonds Holder is not eligible for claiming interest charge or any other compensation for such delay in payment.
The commencement and completion dates of the Bonds repayment are the same. Payment of the Bonds nominal value at their redemption, as well as payment of yield against them is fulfilled in the Russian rubles by means of non-cash settlement.
Eligibility of anticipated repayment of Bonds is provided at the discretion of the Issuer and at the request of their holders.
The procedure and terms of anticipated repayment of Bonds at the request of the Bonds holders are specified by the Decision to issue securities and the Prospectus. Anticipated repayment of Bonds at the request of the Bonds holders is performed by cash by means of non-cash settlement in the currency of the Russian Federation.
The procedure and terms of anticipated repayment of Bonds at the discretion of the Issuer are specified by the Decision to issue securities and the Prospectus. Anticipated repayment of Bonds at the discretion of the Issuer is performed by cash by means of non-cash settlement in the currency of the Russian Federation."
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the items 4, 5, 6 of the agenda:
"To approve the Decision to issue securities of the open joint-stock company "Magnit" - non-convertible interest bearing certified bonds to the bearer of 01 /02/03 series with the obligatory centralized custody in the amount of 5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand) rubles each, with the total nominal value of 5,000,000,000 (Five billion) rubles with the repayment period on 1,092nd (One thousand ninety second) day from the commencement date of the bonds placement in the form of public subscription eligible for anticipated repayment at the request of holders or at the discretion of the Issuer."
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 7 of the agenda:
"To approve the Prospectus of securities of the open joint-stock company "Magnit":
- non-convertible interest bearing certified bonds to the bearer with the obligatory centralized custody of 01/02/03 series in the amount of 5,000,000 (Five million) bonds with the nominal value of 1,000 (One thousand) rubles each of the total nominal value of 5,000,000,000 (Five billion) rubles with the repayment period on 1,092nd (One thousand ninety-second) day from the commencement date of the bonds placement in the form of public subscription eligible for anticipated repayment at the request of holders and at the discretion of the Issuer."
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 8 of the agenda:
"To approve the major transaction (several associated transactions) with the following essentials:
Subject of the transaction:
placement by public subscription of non-convertible interest bearing certified bonds to the bearer of 01, 02, 03 series with the obligatory centralized custody in the amount of 15,000,000 (Fifteen million) bonds of the nominal value of 1,000 (One thousand) rubles each (hereinafter - "Bonds"), with the total nominal value of 15,000,000,000 (Fifteen billion) rubles being placed in the form of public subscription at the price of 100 (hundred) per cent of the nominal value of the Bonds which amounts to 1,000 (One thousand) rubles each, with the repayment period on 1,092nd (One thousand ninety-second) day from the commencement date of the placement of bonds of the corresponding series by cash by means of non-cash settlement in the currency of the Russian Federation, providing for the coupon yield payment in the amount determined in accordance with the Decision on securities issue and the Prospectus.
The price of the Bonds placement amounts to 100 (One hundred) percent of the nominal value.
Parties of the transaction:
- issuer of the bonds - OJSC "Magnit",
- individuals and legal entities - acquirers of the Bonds of OJSC "Magnit".
Price of the transaction:
nominal value of the Bonds amounts to 15,000,000,000 (Fifteen billion) rubles - in the aggregate cumulative with the coupon yield paid for the whole period of the floatation of the Bonds. The amount of the coupon yield is defined by OJSC "Magnit" pursuant to the terms and procedure stipulated by the Decision on securities issue and the Prospectus."
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 9 of the agenda:
"To approve the transaction which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
Subject of the transaction: The Lessor shall provide the following to the Lessee for a fee for temporary possession and use:
- real property: non-residential premises, with the total space of 738 sq. m., numbers on the floor plan: underground floor â„-â„- 17-27, 1 floor â„-â„- 25-35, 37-39, 42, 44, 46, 47 located in the store building, letter A,a,a1 at the following address: 44 Gvardeyskaya street, Dimitrovgrad, Ulyanovsk region.
Numbers of the non-residential premises will be updated after the technical inventory and receiving the cadastral plan for the non-residential premises.
- power receivers: cable line 0.4 kv made of the AVVG cable with a section of 4 Ñ...70 and 175m long laid from the distribution device 0.4 kv of the transforming substation â„-402 to the input distribution device of the non-residential premises at 44 Gvardeyskaya street, input distribution device of the premises, internal electrical equipment.
Lease fee: 460,000 (four hundred and sixty thousand) rubles 00 kopecks per month including VAT;
Lease period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".
Votes cast is as follows:
A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov - "for".
The decision is made.On the item 10 of the agenda:
"To recommend the sole executive body of OJSC "Magnit", which is the sole shareholder of JSC "Tander", to make the following decision at the realization of the voting right on shares owned by the Company":
"To ratify the Charter of JSC "Tander" in the new edition".
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
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 Svishcheva 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, 2012 the chain consisted of 5,523 convenience stores, 105 hypermarkets, 11 "Magnit Family" stores and 480 cosmetics stores (drogerie) in 1,504 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, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions.
As of September 30, 2012 the Company operated an in-house logistics system consisting of 17 distribution centers, employing automated stock replenishment systems and a fleet of 4,082 vehicles.
In accordance with the reviewed IFRS consolidated financial statements for 1H 2012, the Company recorded consolidated revenue of approximately US$ 6,776 million and consolidated EBITDA of around US$ 671 million.
Related Shares:
MGNT.L