Press-release
Krasnodar
February 5, 2015
Magnit PJSC
Notification of Successful Share Placing by Lavreno Limitedat 9,823 RUBper
share
Magnit PJSC ("Magnit", the "Company"; MICEX ticker: MGNT) has been informed by
its shareholder Lavreno Limited ("Lavreno") that it has successfully completed
a placing of 1,000,000 existing shares of the Company owned by it (the
"Placing") in the form of local Ruble denominated shares, representing 1% of
the Company's outstanding share capital.
The shares offered in the Placing were placed in an accelerated bookbuilt
offering at a price of 9,823 RUB, raising gross proceeds of approximately 9.8
bn RUB.
Sergey Galitsky also made clear his intention to remain long-term strategic
investor in the Company and that the proceeds to Lavreno from the Placing will
be used to fund a separate investment.
Morgan Stanley & Co. International plc ("Morgan Stanley") and VTB Capital ("VTB
") acted as Joint Global Coordinators and Joint Bookrunners for the offer.
For further information, please contact:
Timothy Post Director, Investor Relations
Email: post@magnit.ru
Office: +7-861-277-4554 x 17600
Mobile: +7-961-511-7678
Direct Line: +7-861-277-4562
Dina Svishcheva Deputy Director, Investor Relations
Email: Chistyak@magnit.ru
Office: +7-861-277-45-54 x 15101
Mobile: +7-961-511-0202
Direct Line: +7-861-277-4562
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 December 31,
2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344
convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately
2,100 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the unaudited IFRS management accounts for 2014, Magnit had
revenues of RUB 764 billion and an EBITDA of RUB 86 billion. Magnit's local
shares are traded on the Moscow Stock Exchange (MICEX: 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.
IMPORTANT NOTICE
This announcement and the information contained herein is restricted and is not
for release, publication or distribution, directly or indirectly, in whole or
in part, in, into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia,
collectively the "United States"), Australia, Canada, Japan South Africa or any
other state or jurisdiction in which the same would be restricted, unlawful or
unauthorised (each a "Restricted Territory"). This announcement is for
information purposes only and does not constitute an offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for shares in the capital of PJSC Magnit (the "Company")
in any Restricted Territory or to any person to whom it is unlawful to make
such offer or solicitation. 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 under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or an exemption from registration under the
Securities Act. 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. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.
Members of the public are not eligible to take part in the Placing. This
announcement is for information purposes only and is directed only at: (a)
persons in member states of the European economic area ("EEA") who are
qualified investors (as defined in article 2(1)(e) of the Prospectus Directive
(directive 2003/71/EC as amended, including by directive 2010/73/EC)
("Qualified Investors")); (b) persons in the United Kingdom who are Qualified
Investors who (i) are persons who have professional experience in matters
relating to investments falling within article 19(5) of the financial services
and markets act 2000 (financial promotion) order 2005, as amended (the
"Financial Promotion Order"); (ii) persons falling within article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc") of the
financial promotion order; or (iii) persons to whom it may otherwise be
lawfully communicated (all such persons in (a) and (b) together being referred
to as "relevant persons"). This announcement and the information contained
herein must not be acted on or relied on (i) in the United Kingdom, by persons
who are not relevant persons, and (ii) in any member state of the EEA other
than the United Kingdom, by persons who are not qualified investors. Any
investment or investment activity to which this presentation (including the
appendices) set out herein relate is available only to relevant persons in the
United Kingdom and Qualified Investors in any member state of the EEA other
than the United Kingdom, and will be engaged in only by such persons. This
announcement does not itself constitute an offer for sale or subscription of
any securities in the Company.
In connection with the Placing, Morgan Stanley & Co. International plc or VTB
Capital plc, or any of their respective affiliates, acting as investors for
their own accounts, may subscribe for or purchase shares and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such shares and other securities of the Company or related
investments in connection with the Offering or otherwise. Accordingly,
references to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by Morgan Stanley & Co.
International plc or VTB Capital plc or any of their respective affiliates
acting as investors for their own accounts. Morgan Stanley & Co. International
plc and VTB Capital plc do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION