12th May 2008 06:20
Press-release
Krasnodar
May 12, 2008
OJSC "Magnit" announces the events happened in the Company during the period from April 21, 2008 to May 8, 2008
Krasnodar, May 12, 2008: OJSC «Magnit» (the "Company"; RTS, MICEX, LSE: MGNT) is pleased to announce the events happened in the Company during the period from April 21, 2008 to May 8, 2008.
Within the framework of 2008 capex program realization OJSC "Magnit" transfers proceeds of the offering to the operational company of the Group CJSC "Tander", subsidiary owned by OJSC "Magnit" at 100%. The Lender shall make available to the Borrower the loan and the Borrower undertakes to repay the loan by the terms and conditions set forth in the loan agreement. Interest on the amount of loan received by the Borrower shall be at the rate of 3,5% percent per annum under the loan agreement of April 21, 2008, 3,4% percent per annum under the loan agreement of April 29, 2008 and 3,6% percent per annum under the loan agreement of May 4, 2008 commencing on the day following granting of the loan. As agreed by the Parties repayment term of the principal amount of loan and interest shall be April 22, 2013, March 29, 2013 and May 3, 2014 correspondingly. The loan and (or) interest may be repaid pre-term without written notification of the Lender of the oncoming loan repayment by means of loan transfer to the bank details specified in the agreement or other means acceptable by the Civil Code of Russian Federation (offsetting of counter-claims, assignment of a claim, etc.).
Transactions made by the Company the amount of which or cost of property under which amounts to 10 or more percent of the Company's assets as of the transaction date
|
Type of transaction |
Subject of transaction |
Date of transaction |
Amount of transaction, RUR |
Value of Company's assets, % |
Parties of transaction |
Interest rate per annum |
Repayment term |
Value of assets as of transaction date, RUR |
|
|
Lender |
Borrower |
||||||||
|
Loan agreement |
Loan |
21.04.2008 |
3,000,000,000 |
49,23% |
OJSC "Magnit" |
CJSC "Tander" |
3,5% |
22.04.2013 |
6,094,352,000 |
|
29.04.2008 |
3,000,000,000 |
49,23% |
3,4% |
29.03.2013 |
6,094,352,000 |
||||
|
04.05.2008 |
2,000,000,000 |
32,29% |
3,6% |
03.05.2014 |
6,193,205,000 |
||||
Transactions are subjects of approval at the annual general meeting of OJSC "Magnit" shareholders following 2007 results.
At the meeting of the OJSC "Magnit" board of directors of May 8, 2008 the following decisions were made:
Regarding item four on the meeting agenda:
To call the annual general meeting of OJSC "Magnit" shareholders;
Regarding item five on the meeting agenda:
To ratify the following agenda for the annual general meeting of OJSC "Magnit" shareholders:
1. «Ratification of the annual report, annual financial statements, including profit and loss statements (profit and loss accounts) of OJSC "Magnit" as well as OJSC "Magnit" profit and loss appropriation financial year base».
2. «Election of the OJSC "Magnit" Board».
3. «Election of the revision commission of OJSC "Magnit"».
4. «Ratification of the auditor of OJSC "Magnit"».
5. «Ratification of the auditor of OJSC "Magnit" according to international financial reporting standards».
6. «Election of the counting commission of OJSC "Magnit"».
7. «Approval of the related party transactions»;
Regarding item six on the meeting agenda:
To hold annual general shareholders' meeting in the from of the presence of the shareholders to discuss agenda items and make decisions of issues put to a vote with preliminary governance (presentation) of the voting bulletins prior to the annual shareholders' meeting;
Regarding item seven on the meeting agenda:
To state the date and time of the Annual general shareholders' meeting of June 25, 2008 at 11:00 AM, registration of meeting participants of June 25, 2008 at 10:00 AM;
To hold the Meeting at the address: conference room, 3rd floor, 15/2 Solnechnaya str., Krasnodar, Russia;
To assign the mailing address to deliver the filled-in voting bulletins of 15/2 Solnechnaya str., Krasnodar, Russia, 350072;
Regarding item eight of the meeting agenda:
To instruct the registrar of the Company - OJSC "United registration company" to prepare register of persons entitled to participate in the annual general shareholders' meeting as of May 8, 2008;
Regarding item nine of the meeting agenda:
To ratify the form and the text of the voting bulletins for the annual general shareholders' meeting;
Regarding item ten of the meeting agenda:
To ratify the announcement of the annual general shareholders' meeting and send this announcement by registered mail or deliver against signature to every shareholder of the company by May 24, 2008 inclusive;
Regarding item eleven of the meeting agenda:
To ratify the following list of information materials which are to be provided to the shareholders for examination during the preparation for the annual general shareholders' meeting:
OJSC "Magnit" annual report for 2007 financial year;
OJSC "Magnit" annual accounting statements for 2007 financial year including auditor's report;
OJSC "Magnit" 2007 consolidated financial statements prepared in accordance with International Financial Reporting Standards including auditor's report;
Report of OJSC "Magnit" revision commission following the results of the financial and operational activities audit of the Company for 2007 financial year;
Appraisal of the auditor's report on 2007 accounting statements of OJSC "Magnit" prepared by the audit committee of the OJSC "Magnit" board of directors;
Appraisal of the auditor's report on 2007 consolidated financial statements of OJSC "Magnit" group of companies prepared by the audit committee of the OJSC "Magnit" board of directors;
Recommendations of the Company's Board of Directors for appropriation of profits including the amount of OJSC "Magnit" share dividend and timing of its payments as well as losses of the Company according to the financial year results;
Information on the candidates nominated for election into the corresponding agencies of OJSC "Magnit" as well as on the presence or absence of their letter of consent for election;
Information in the candidates nominated for the auditors of OJSC "Magnit";
Information on the transactions subject to approval at the general shareholders' meeting;
Draft decisions of the annual general shareholders' meeting of the agenda items;
To instruct the sole executive body to provide access to the above information materials beginning from May 27, 2008 on business days from 10:00 to 17:00 (break from 12:30 to 13:30) at the addresses:
Office of the chief executive officer, 185 Levanevskogo str., Krasnodar, Russia, and
Office of the chief executive officer, 15/2 Solnechnaya str., Krasnodar, Russia;
Regarding item three of the meeting agenda:
To ratify the recommendations to the general shareholders' meeting of the Company on appropriation of profit including the amount of OJSC "Magnit" share dividend and the timing of its payments as well as losses of the Company according to the financial year results.
In accordance with the specified document the Board recommends to the general shareholders' meeting inter alia not to pay out ordinary nominal share dividends of OJSC "Magnit".
The Board of Directors also made a decision that the date of register of persons entitled to participate in the annual general shareholders' meeting of June 25, 2008 is May 8, 2008.
|
|
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 a holding company for a group of entities that operate in the retail trade under the "Magnit" name. The chain of "Magnit" stores is one of the leading operators in the Russian food retail market. As of December 31, 2007 the chain consisted of 2,194 convenience stores and 3 hypermarkets in more than 700 locations in the Russian Federation.
Approximately two-thirds of the Company's stores are located in cities with a population of less than 500 thousand. Most of its stores are located within the Southern, Central and Volga regions. The Company also operates stores in the North-Western and Urals regions.
As of December 31, 2007 the Company operated an in-house logistics system consisting of 8 distribution centers, employing automated stock replenishment systems and a fleet of 802 vehicles.
In accordance with the audited IFRS consolidated financial statements, for 2007, the Company posted consolidated revenues of approximately US$ 3,677 million and a consolidated EBITDA of around US$ 219 million.
Related Shares:
MGNT.L