4 Jul 2016 16:21
PJSC MAGNIT - Correction : Execution of Related Party TransactionPJSC MAGNIT - Correction : Execution of Related Party Transaction
PR Newswire
London, July 4
In the press release titled "Execution of the Related Party Transaction" as ofJune 28, 2016 the following changes shall be introduced: the location and theshare of the interested party (Morgan Stanley & Co. International plc) in thecharter capital (the share of securities owned by the interested party) shallbe changed from "Corporation Trust Center, 1209 Orange Street, in the City ofWilmington, County of New Castle, 19801, USA", "0.2721% (0.2721%)" to "25 CabotSquare, Canary Wharf, London E14 4QA, United Kingdom", "0,008360% (0,008360%)".
Press-release
Krasnodar
June 28, 2016
PJSC “Magnit” Announces the Execution of the Related Party Transaction
Krasnodar, June 28, 2016: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, the “Issuer”; MOEX and LSE: MGNT), announces the execution of the transaction on June 28, 2016.
| Type of transaction: major related party transaction. |
| Subject of transaction: Provision by the Issuer of the guarantee under the General agreement No. 4210/2-2015 on the procedure of the credit transactions conclusion (hereinafter – “the Credit agreement”) executed between Joint Stock Company “Russian Agricultural Bank” (hereinafter – “the Creditor”) and JSC “Tander” (hereinafter – “the Borrower”) on August 25, 2015 as amended by the additional agreement No.3 of June 28, 2016. |
| Content of transaction: |
| In accordance with the guarantee agreement No. 4210/3-2015 of August 25, 2015 as amended by the additional agreement No.3 of June 28, 2016, the Guarantor shall be liable to the Creditor jointly with the Borrower in the amount not exceeding 40,000,000,000 (Forty billion) rubles for the proper fulfillment of obligations of the Borrower under the Credit agreement executed on the following essentials: - the Creditor shall provide the Borrower with the monetary funds in Russian rubles; - the total credit limit under the Credit agreement (the credit amount which may be granted under the Credit agreement) shall not exceed 25,000,000,000 (Twenty five billion) rubles; - the maximum term of the individual credit granted under the Credit agreement shall not exceed 60 (Sixty) calendar days from the date of the credit provision; - the maximum interest rate for the use of the credits granted under the Credit agreement - not more than 30 (Thirty) percent per annum; - the term of the Credit agreement – until June 27, 2018 inclusive; - conditions, procedure of granting and repayment of the credit, interest and other payments are determined by the Credit agreement. The Guarantor shall be liable to the Creditor in the amount not exceeding 40,000,000,000 (Forty billion) rubles in case of non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement, including the principal amount of debt and interest on debt. The Borrower shall incur the following liability under the Credit agreement: in case if any payment under the credit is not received by the Creditor within the terms agreed by the Creditor and the Borrower when concluding the credit transaction within the Credit agreement, including obligations for the credit repayment (principal debt), interest for the use of the credit/ part of the credit (principal debt), the Borrower shall pay the penalty to the Creditor for non-fulfillment of obligations by the Borrower for payments in Russian rubles in the amount of 1/365 or 1/366 (depending on the actual number of days of the year) of the dual key rate of the Bank of Russia, effective at the moment of delay, of the amount of outstanding obligations per calendar day of the delay. |
| Deadline for the fulfillment of the obligation: The Agreement shall be applicable for the whole amount of Credits under the Credit agreement which may be provided to the Borrower by the Creditor according to the Credit agreement, for the period of validity of the Credit agreement, increased by 180 (One hundred and eighty) calendar days. In case if the Credit agreement / credit transaction are declared invalid / not executed, the guarantee terminates if the Creditor does not submit a claim to the Guarantor under the Credit agreement within a year from the date on which the Credit agreement / credit transaction are declared invalid / not executed. |
| Parties and beneficiaries under transaction: The creditor – Joint Stock Company “Russian Agricultural Bank” The guarantor – Public Joint Stock Company “Magnit” The borrower (beneficiary) – Joint Stock Company “Tander” |
| The amount of the transaction in the monetary value and as a % of the asset value of the issuer: 40,000,000,000.00 rubles which amounts to 36.2060% of the balance sheet assets of the issuer. |
| Asset value of the issuer as of the closing date of the accounting period preceding the execution of the transaction: 110,478,878 thousand rubles |
| Date of the transaction execution: June 28, 2016. Parties interested in the execution of the transaction by the issuer: Joint Stock Company “Tander” (JSC “Tander”) Location: 185, Levanevskogo street, Krasnodar, Russia The share of the interested party in the charter capital of the issuer: 0.129759% The share of securities of the issuer owned by the interested party: 0.129759% The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates (PJSC “Magnit”) owns more than 20% of the Issuer’s shares, and is a beneficiary in the transaction; its affiliate (PJSC “Magnit”) owns more than 20% of the legal entity (JSC “Tander”), which is the beneficiary in the transaction. "Magnit" Joint-Stock Non-Government Pension Fund (“Magnit” JSNPF) Location: office 1, letter B, 95 Moskovskaya street, Krasnodar, Russian Federation The share of the interested party in the charter capital of the issuer: 0.149555% The share of securities of the issuer owned by the interested party: 0.149555% The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates (PJSC “Magnit”) owns more than 20% of the Issuer’s shares, and its affiliate (JSC “Tander”): LAVRENO LIMITED Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.786632% The share of securities of the issuer owned by the interested party: 0.786632% The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates (PJSC “Magnit”) owns more than 20% of the Issuer’s shares, and its affiliate (JSC “Tander”): Alexander Barsukov The share of the interested party in the charter capital of the issuer: 0 The share of securities of the issuer owned by the interested party: 0 The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this party has been acknowledged interested in the execution of this transaction: the party is a member of the Issuer’s collective executive body and holds positions in the management bodies of the legal entity (JSC “Tander”), which is the beneficiary in the transaction. Morgan Stanley & Co. International plc Location: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. The share of the interested party in the charter capital of the issuer: 0.008360% The share of securities of the issuer owned by the interested party: 0.008360% The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates (PJSC “Magnit”) owns more than 20% of the Issuer’s shares, and its affiliate (JSC “Tander”): Krasfin Invest Limited Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, 1075, Nicosia, Cyprus The share of the interested party in the charter capital of the issuer: 0.2876% The share of securities of the issuer owned by the interested party: 0.2876% The share in the charter capital of the legal entity (JSC “Tander”), which is the party in the transaction (the share of securities owned by the interested party): 0. The basis on which this entity has been acknowledged interested in the execution of this transaction: the entity is the shareholder, which jointly with its affiliates (PJSC “Magnit”) owns more than 20% of the Issuer’s shares, and its affiliate (JSC “Tander”): |
| Information on the approval of the transaction: The transaction was approved by the annual General Shareholders Meeting of June 2, 2016 (the minutes of the annual General Shareholders Meeting of PJSC “Magnit” w/o No. of June 3, 2016). |
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
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 March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: 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.